Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 05, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Entity Registrant Name | BLACK DIAMOND THERAPEUTICS, INC. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Entity File Number | 001-38501 | |
Entity Central Index Key | 0001701541 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-4254660 | |
Title of 12(b) Security | Common stock, par value $0.0001 | |
Trading Symbol | BDTX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 139 Main Street | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02142 | |
City Area Code | (617) | |
Local Phone Number | 252-0848 | |
Entity Common Stock, Shares Outstanding | 35,910,705 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 357,191 | $ 154,666 |
Prepaid expenses and other current assets | 4,896 | 1,048 |
Total current assets | 362,087 | 155,714 |
Equipment, net | 154 | 164 |
Restricted cash | 55 | 55 |
Deferred offering costs | 0 | 2,303 |
Right-of-use asset | 429 | |
Other non-current assets | 79 | 59 |
Total assets | 362,804 | 158,295 |
Current liabilities: | ||
Accounts payable | 3,798 | 1,964 |
Amounts due to related party | 964 | 0 |
Accrued expenses and other current liabilities | 2,538 | 2,899 |
Total current liabilities | 7,300 | 4,863 |
Derivative liabilities | 0 | 16 |
Non-current operating lease liability | 239 | |
Total liabilities | 7,539 | 4,879 |
Commitments and contingencies (Note 10) | 0 | 0 |
Convertible preferred stock (Note 6) | 0 | 200,573 |
Stockholders' equity (deficit): | ||
Common stock; $0.0001 par value; 500,000,000 shares authorized at March 31, 2020 and 80,000,000 shares authorized at December 31, 2019; 35,910,705 shares issued and outstanding at March 31, 2020 and 2,236,672 shares issued and outstanding at December 31, 2019 | 5 | 1 |
Additional paid-in capital | 418,375 | 3,812 |
Accumulated deficit | (63,115) | (50,970) |
Total stockholders' equity (deficit) | 355,265 | (47,157) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 362,804 | $ 158,295 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 80,000,000 |
Common stock, shares issued | 35,910,705 | 2,236,672 |
Common stock, shares outstanding | 35,910,705 | 2,236,672 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating expenses: | ||
Research and development (inclusive of $1,880 and $1,940, respectively, with a related party) | $ 7,354 | $ 3,013 |
General and administrative (inclusive of $0 and $11, respectively, with a related party) | 5,525 | 828 |
Total operating expenses | 12,879 | 3,841 |
Loss from operations | (12,879) | (3,841) |
Other income (expense): | ||
Interest income | 744 | 11 |
Other income (expense) | (10) | 2 |
Total other income (expense), net | 734 | 13 |
Net loss attributable to common stockholders | $ (12,145) | $ (3,828) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.51) | $ (1.87) |
Weighted average common shares outstanding, basic and diluted | 23,699,255 | 2,044,380 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Research and development, related party | $ 1,880 | $ 1,940 |
General and administrative, related party | $ 0 | $ 11 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (12,145) | $ (3,828) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 1,877 | 91 |
Depreciation expense | 10 | 12 |
Noncash rent expense | 47 | 0 |
Changes in current assets and liabilities: | ||
Prepaid expenses and other current assets | (3,848) | (1,195) |
Other non-current assets | (20) | (16) |
Accounts payable | 2,394 | (54) |
Amounts due to related party | 964 | (1,707) |
Accrued expenses and other current liabilities | (547) | (181) |
Non-current operating lease liability | (51) | |
Net cash used in operating activities | (11,319) | (6,878) |
Cash flows from investing activities: | ||
Purchases of equipment | 0 | (10) |
Net cash used in investing activities | 0 | (10) |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net of issuance costs of $1,275 | 213,844 | 0 |
Net cash provided by financing activities | 213,844 | 0 |
Net increase (decrease) in cash and cash equivalents | 202,525 | (6,888) |
Cash, cash equivalents and restricted cash, beginning of period | 154,721 | 51,660 |
Cash, cash equivalents and restricted cash, end of period | 357,246 | 44,772 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | ||
Cash, cash equivalents and restricted cash, end of period | 357,246 | 44,772 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of preferred stock into common stock upon closing of initial public offering | 200,573 | 0 |
Reclassification of warrants to additional paid-in capital | $ 16 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Stock issuance costs | $ 1,275 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 33,668,075 | |||
Beginning balance at Dec. 31, 2018 | $ 60,770 | |||
Ending balance (in shares) at Mar. 31, 2019 | 33,668,075 | |||
Ending balance at Mar. 31, 2019 | $ 60,770 | |||
Beginning balance (in shares) at Dec. 31, 2018 | 2,173,684 | |||
Beginning balance at Dec. 31, 2018 | (15,542) | $ 1 | $ 169 | $ (15,712) |
Common stock | ||||
Grant of restricted common stock awards (in shares) | 46,416 | |||
Grant of restricted common stock awards | 0 | |||
Reclassification of warrants to additional paid-in capital | 0 | |||
Stock-based compensation | 91 | 91 | ||
Net loss | (3,828) | (3,828) | ||
Ending balance (in shares) at Mar. 31, 2019 | 2,220,100 | |||
Ending balance at Mar. 31, 2019 | $ (19,279) | $ 1 | 260 | (19,540) |
Beginning balance (in shares) at Dec. 31, 2019 | 64,839,353 | |||
Beginning balance at Dec. 31, 2019 | $ 200,573 | |||
Convertible preferred stock | ||||
Reclassifications of Temporary to Permanent Equity, Shares | (64,839,353) | |||
Reclassifications of Temporary to Permanent Equity | $ (200,573) | |||
Ending balance (in shares) at Mar. 31, 2020 | 0 | |||
Ending balance at Mar. 31, 2020 | $ 0 | |||
Beginning balance (in shares) at Dec. 31, 2019 | 2,236,672 | 2,236,672 | ||
Beginning balance at Dec. 31, 2019 | $ (47,157) | $ 1 | 3,812 | (50,970) |
Common stock | ||||
Conversion of preferred stock to common stock upon closing of the initial public offering (in shares) | 21,499,770 | |||
Conversion of preferred stock to common stock upon closing of the initial public offering | 200,573 | $ 3 | 200,570 | |
Issuance of common stock, net of issuance costs (in shares) | 12,174,263 | |||
Issuance of common stock, net of issuance costs | 212,101 | $ 1 | 212,100 | |
Reclassification of warrants to additional paid-in capital | 16 | 16 | ||
Stock-based compensation | 1,877 | 1,877 | ||
Net loss | $ (12,145) | (12,145) | ||
Ending balance (in shares) at Mar. 31, 2020 | 35,910,705 | 35,910,705 | ||
Ending balance at Mar. 31, 2020 | $ 355,265 | $ 5 | $ 418,375 | $ (63,115) |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NATURE OF BUSINESS AND BASIS OF PRESENTATION Black Diamond Therapeutics, Inc. (the “Company”) is a precision oncology medicine company pioneering the discovery and development of small molecule, tumor-agnostic therapies. The Company was originally organized as a limited liability company in December 2014 under the name ASET Therapeutics LLC. In September 2016, the Company was converted to a corporation under the laws of the State of Delaware under the name ASET Therapeutics, Inc. The Company changed its name to Black Diamond Therapeutics, Inc. in January 2018. Since its inception, the Company has devoted substantially all of its efforts to raising capital, obtaining financing, and incurring research and development costs related to the development of its mutation, allostery, and pharmacology computational and discovery platform. The Company is subject to risks and uncertainties common to early stage companies in the biotechnology industry. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s technology will be obtained, that any products developed will obtain necessary government regulatory approval or that any products, if approved, will be commercially viable. The Company operates in an environment of rapid technological innovation and substantial competition from pharmaceutical and biotechnological companies. In addition, the Company is dependent upon the services of its employees, consultants and service providers including a related party Ridgeline Therapeutics GmbH (“Ridgeline”). Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. On January 21, 2020, the Company effected a 1-for-3.01581 reverse stock split of the Company’s common stock. All shares, stock options, warrants and per share information presented in the condensed consolidated financial statements have been adjusted to reflect the reverse stock split on a retroactive basis for all periods presented. There was no change in the par value of the Company’s common stock. On February 3, 2020, the Company completed an initial public offering (the “IPO”) of 12,174,263 shares of its common stock, including the exercise in full by the underwriters of their option to purchase up to 1,587,947 additional shares of common stock, for aggregate gross proceeds of $231,311 and its shares started trading on The Nasdaq Global Select Market under the ticker symbol “BDTX.” The Company received $212,101 in net proceeds after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. Upon closing of the IPO, all of the Company's outstanding shares of convertible preferred stock automatically converted into 21,499,770 shares of common stock. The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets, and the satisfaction of liabilities and commitments in the ordinary course of business. Historically, the Company has funded its operations primarily with proceeds from the sale of convertible preferred stock. The Company has incurred recurring losses since its inception, including net losses of $12,145 and $3,828 for the three months ended March 31, 2020 and 2019, respectively. In addition, as of March 31, 2020 and December 31, 2019, the Company had an accumulated deficit of $63,115 and $50,970, respectively. The Company expects to continue to generate operating losses for the foreseeable future. As of May 12, 2020, the issuance date of the condensed consolidated financial statements, the Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital requirements into 2023. The Company may seek additional funding through private or public equity financings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company's stockholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. The ongoing global outbreak of the novel coronavirus disease (“COVID-19”) has resulted in significant governmental measures being implemented to control the spread of the virus and while the Company cannot predict the scope and severity, these developments and measures could materially and adversely affect the business, results of operations and financial condition. The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of the Company’s business and have taken steps to minimize its impact on the business. However, the extent to which COVID-19 ultimately impacts the Company’s business, results of operations or financial condition will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak, new information that may emerge concerning the severity of COVID-19 or the effectiveness of actions taken to contain the pandemic or treat its impact, among others. Furthermore, for the safety of the Company’s employees and families, the Company has temporarily reduced the presence of scientists in the labs and are relying on third parties to conduct many of the experiments and studies for research programs. Certain of the Company’s third party service providers have also experienced shutdowns or other business disruptions. As a result, the Company’s ability to conduct business in the manner and on the timelines presently planned could be materially or negatively affected, which could have a material adverse impact on the Company’s business, results of operations and financial condition. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of the Company and its wholly owned subsidiaries, Black Diamond Therapeutics (Canada), Inc. and Black Diamond Therapeutics Security Corporation, after elimination of all significant intercompany accounts and transactions. Unaudited interim financial information The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The results for any interim period are not necessarily indicative of results for any future period. Use of estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of common stock and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international markets. The Company has made estimates of the impact of COVID-19 within its financial statements and there may be changes to those estimates in future periods. As of the date of issuance of these unaudited condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. Deferred offering costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process preferred stock or common stock financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction to the carrying value of convertible preferred stock or in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations. After consummation of the IPO, which closed on February 3, 2020, these costs were recorded in stockholders' equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. As of December 31, 2019, the Company recorded deferred offering costs of $2,303. Leases Effective January 1, 2020, the Company adopted Accounting Standards Updated (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “ASC 842”), using the modified retrospective method and utilized the effective date as its date of initial application, with prior periods presented in accordance with previous guidance under ASC 840, Leases (“ASC 840”). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and current and non-current lease liabilities, as applicable. Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Prospectively, the Company will adjust the right-of-use assets for straight-line rent expense or any incentives received and remeasure the lease liability at the net present value using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. The Company has elected not to recognize leases with an original term of one year or less on the condensed consolidated balance sheet. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. The Company elected the following practical expedients, which must be elected as a package and applied consistently to all of its leases at the transition date (including those for which the entity is a lessee or a lessor): i) the Company did not reassess whether any expired or existing contracts are or contain leases; ii) the Company did not reassess the lease classification for any expired or existing leases (that is, all existing leases that were classified as operating leases in accordance with ASC 840 are classified as operating leases, and all existing leases that were classified as capital leases in accordance with ASC 840 are classified as finance leases); and iii) the Company did not reassess initial direct costs for any existing leases. For leases that existed prior to the date of initial application of ASC 842 (which were previously classified as operating leases), a lessee may elect to use either the total lease term measured at lease inception under ASC 840 or the remaining lease term as of the date of initial application of ASC 842 in determining the period for which to measure its incremental borrowing rate. In transition to ASC 842, the Company utilized the remaining lease term of its leases in determining the appropriate incremental borrowing rates. In accordance with ASC 842, components of a lease should be split into three categories: lease components, non-lease components, and non-components. The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Entities may elect not to separate lease and non-lease components. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. Recently adopted accounting pronouncements In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, which requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases on their balance sheet date. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. In July 2018, an amendment was made that allows companies the option of using the effective date of the new standard as the initial application date (at the beginning of the period in which the new standard is adopted, rather than at the beginning of the earliest comparative period). This update includes a short-term lease exception for leases with a term of 12 months or less, in which a lessee can make an accounting policy election not to recognize the associated lease assets and lease liabilities on its balance sheet. Additionally, in March 2019, the FASB issued ASU 2019-01 (“ASU No. 2019-01”). ASU No. 2019-01 clarifies the transition guidance related to interim disclosures provided in the year of adoption. Lessees will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases, using classification criteria that are substantially similar to the previous guidance. For lessees, the recognition, measurement, and presentation of expenses and cash flows arising from a lease did not significantly change from previous U.S. GAAP. The modified retrospective method includes several optional practical expedients that entities may elect to apply, as well as transition guidance specific to nonstandard leasing transactions. The Company adopted Topic 842 on January 1, 2020. In adopting Topic 842, the Company elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: i) whether existing or expired arrangements are or contain a lease, ii) the lease classification of existing or expired leases, and iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company made an accounting policy election to keep leases with a term of 12 months or less off its condensed consolidated balance sheet. Adoption of this standard resulted in the recording of operating lease liabilities and right-of-use assets of $480 and $476, respectively, on the Company’s condensed consolidated balance sheet on the effective date. The adoption of the standard did not have a material effect on the Company’s condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of cash flows or accumulated deficit. Refer to Note 9 for right-of-use assets and liabilities recorded during the three months ended March 31, 2020. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The new standard removes certain disclosures, modifies certain disclosures and adds additional disclosures related to fair value measurement. The new standard was effective for the Company beginning January 1, 2020. The adoption of ASU 2018-13 did not have a material impact on the Company's disclosures, financial position or results or operations upon adoption. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I (“ASU 2017-11”). Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Part I applies to entities that issue financial instruments such as warrants, convertible debt or convertible preferred stock that contain down-round features. Part II replaces the indefinite deferral for certain mandatorily redeemable noncontrolling interests and mandatorily redeemable financial instruments of nonpublic entities contained within ASC Topic 480 with a scope exception and does not impact the accounting for these mandatorily redeemable instruments. ASU 2017-11 is required to be adopted for annual periods beginning after December 15, 2019. The new standard was effective for the Company beginning January 1, 2020. The adoption of ASU 2017-11 did not have a material impact on the Company’s financial position or results of operations upon adoption. Recently issued accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for annual periods beginning after December 15, 2020 and interim periods within, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company is currently assessing the impact of this standard on our financial condition and results of operations. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Fair value measurements at March 31, 2020 using: Level 1 Level 2 Level 3 Total Assets: Money market funds $ 352,817 $ — $ — $ 352,817 Total $ 352,817 $ — $ — $ 352,817 Fair value measurements at December 31, 2019 using: Level 1 Level 2 Level 3 Total Assets: Money market funds $ 24,157 $ — $ — $ 24,157 Total $ 24,157 $ — $ — $ 24,157 Liabilities: Derivative liabilities $ — $ — $ 16 $ 16 Total $ — $ — $ 16 $ 16 Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. During the three months ended March 31, 2020 and year ended December 31, 2019, there were no transfers in or out of Level 3. Valuation of derivative liabilities The fair value of the derivative liabilities related to the warrants to purchase series A convertible preferred stock is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. Upon completion of the IPO in February 2020, the warrants to purchase series A convertible preferred stock converted to warrants to purchase 10,757 shares of common stock and the fair value of the derivative liability was reclassified to additional paid-in capital. As a result, we will no longer remeasure the fair value of the warrant liability at each reporting date. Derivative liabilities consisted of the following: March 31, 2020 Balance - December 31, 2019 $ 16 Reclassification to additional paid-in capital in connection with IPO (16) Balance - March 31, 2020 $ — |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Equipment, net consisted of the following: March 31, 2020 December 31, 2019 Laboratory equipment $ 218 $ 218 Computer and office equipment 58 58 Equipment 276 276 Less: accumulated depreciation (122) (112) Total Equipment, net $ 154 $ 164 Depreciation expense for the three months ended March 31, 2020 and 2019 was $10 and $12, respectively. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: March 31, 2020 December 31, 2019 Contracted research services $ 473 $ 434 Payroll and related expenses 1,002 1,182 Professional and consulting fees 760 984 Legal fees 107 299 Current portion of operating lease liability 196 — Total accrued expenses and other current liabilities $ 2,538 $ 2,899 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 1 Months Ended |
Feb. 29, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors. Upon closing of the IPO on February 3, 2020, all of the preferred stock converted into an aggregate of 21,499,770 shares of common stock. On January 3, 2020, in connection with the IPO, the Company filed a restated Certificate of Incorporation, which, among other things, restated the number of shares of all classes of stock that the Company has authority to issue to 510,000,000 shares, of which (i) 500,000,000 shares shall be a class designated as common stock, par value $0.0001 per share, and (ii) 10,000,000 shares shall be a class designated as undesignated preferred stock, par value $0.0001 per share. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2017 Equity Incentive Plan The Company’s 2017 Employee, Director and Consultant Equity Incentive Plan, as amended (the “2017 Plan”), provided for the Company to grant qualified incentive options, nonqualified options, stock grants and other stock-based awards to employees and non-employees to purchase the Company’s common stock. Upon the effectiveness of the 2020 Plan (as defined below), no further issuances will be made under the 2017 Plan. 2020 Stock Option and Incentive Plan The 2020 Stock Option and Incentive Plan (the “2020 Plan”) was approved by our board of directors on December 5, 2019, and the Company’s stockholders on January 14, 2020 and became effective on the date immediately prior to the date on which the registration statement for the Company’s IPO was declared effective. The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights to the Company’s officers, employees, directors and consultants. The number of shares initially reserved for issuance under the 2020 Plan is 6,665,891, which shall be cumulatively increased on January 1, 2021 and each January 1 thereafter by 4% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation, nomination, and corporate governance committee of the board of directors. 2020 Employee Stock Purchase Plan The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) was approved by the Company’s board of directors on December 5, 2019, and our stockholders on January 14, 2020, and became effective on the date immediately prior to the date on which the registration statement for the Company’s IPO was declared effective. A total of 326,364 shares of common stock were initially reserved for issuance under this plan, which shall be cumulatively increased on January 1, 2021 and each January 1 thereafter by 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation, nomination and corporate governance committee of the board of directors. Stock-based compensation expense The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations: Three Months Ended 2020 2019 Research and development $ 564 $ 80 General and administrative 1,313 11 $ 1,877 $ 91 Options During the three months ended March 31, 2020, the Company granted options to purchase 741,347 shares of common stock. The total fair value of options vested during three months ended March 31, 2020 was $714. As of March 31, 2020, there were 3,082,346 options outstanding, 37,475 options were forfeited during the period. The weighted-average grant-date fair value per share of options granted during the three months ended March 31, 2020 was $10.93. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE Net loss per share The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands, except share and per share amounts): Three Months Ended 2020 2019 Net loss attributable to common stockholders $ (12,145) $ (3,828) Weighted average common shares outstanding, basic and diluted 23,699,255 2,044,380 Net loss per share, basic and diluted $ (0.51) $ (1.87) The Company had no unvested restricted common shares outstanding at March 31, 2020. Unvested restricted common shares at March 31, 2019 have been excluded from the computation of basic net loss per share attributable to common stockholders. The Company’s potentially dilutive securities, which include options, unvested restricted stock, convertible preferred stock and warrants to purchase convertible preferred stock, have been excluded from the computation of diluted net loss per share attributable to common stockholders as the effect would be to reduce the net loss per share attributable to common stockholders. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended 2020 2019 Options to purchase common stock 3,082,346 81,946 Unvested restricted stock — 172,223 Preferred stock (as converted to common stock) — 11,163,838 Warrants to purchase shares of series A preferred stock (as converted to common stock) — 10,757 3,082,346 11,428,764 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASESThe Company has historically entered into lease arrangements for its facilities. As of March 31, 2020, the Company had one operating lease with required future minimum payments. In applying the transition guidance under ASC 842, the Company determined the classification of this lease to be an operating lease and recorded a right-of-use asset and lease liability as of the effective date. The Company’s leases generally do not include termination or purchase options. Operating Leases In February 2019, the Company entered into an agreement to lease approximately 2,357 square feet of office space for its principal office, which is located in Cambridge, MA. The lease expires on April 30, 2022, subject to an option to extend the lease for three The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating lease for the three months ended March 31, 2020: Three Months Ended Lease Cost Operating lease cost $ 56 Short-term lease cost 160 Variable lease cost 12 Total lease cost $ 228 Other Operating Lease Information March 31, 2020 Cash paid for amounts included in the measurement of lease liability $ 55 Weighted-average remaining lease term 2.1 Weighted-average discount rate 8.6 % The variable lease costs for the three months ended March 31, 2020 include common area maintenance and other operating charges. As the Company’s leases do not provide an implicit rate, the Company utilized its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Future minimum lease payments under the Company’s operating leases as of March 31, 2020 were as follows: As of March 31, 2020 2020 (excluding the three months ended March 31, 2020) $ 168 2021 228 2022 77 Thereafter — Total lease payments 473 Less: interest (38) Total lease liability $ 435 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES We enter into contracts in the normal course of business with contract research organizations ("CROs"), contract manufacturing organizations ("CMOs") and other third parties for preclinical research studies, Clinical Trials and testing and manufacturing services. These contracts do not contain minimum purchase commitments and are cancelable upon prior written notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including noncancelable obligations of service providers, up to the date of cancellation. Indemnification agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any indemnification arrangements that could have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of March 31, 2020 or December 31, 2019. Legal proceedings The Company is not currently party to and is not aware of any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. |
BENEFIT PLANS
BENEFIT PLANS | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | BENEFIT PLANSIn 2018 the Company established a Simplified Employee Pension (“SEP”) defined-contribution savings plan. This plan covers substantially all employees who meet minimum age and service requirements. The Company provides contributions of 6% of each participant’s salary. Employees are immediately and fully vested in the Company’s contribution. During the three months ended March 31, 2020 and 2019, the Company contributed $149 and $23 to the plan, respectively. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONSThe Company is party to a services agreement, which was entered into in March 2017 and amended in November 2017 and March 2020, with Ridgeline. Ridgeline is an entity owned by one of its investors, whereby an individual who is a Company director and was executive officer until September 2019 and other employees of Ridgeline provide the Company with scientific consulting services. The services agreement is effective until December 31, 2020. Under the November 2017 amended services agreement the Company paid Ridgeline $950 per month, and reconciled on a quarterly basis with the actual expenses incurred by Ridgeline on its behalf. In connection with the March 2020 amendment to the services agreement, the Company transitioned to a more limited consulting arrangement where Ridgeline invoices the Company for services performed on an ongoing monthly basis. Total amounts due to related party were $964 as of March 31, 2020. Total prepaids with related party were $916 as of December 31, 2019. Total service fees incurred were $1,880 and $1,951, for the three months ended March 31, 2020 and 2019, respectively. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of consolidation and unaudited interim financial information | Black Diamond Therapeutics, Inc. (the “Company”) is a precision oncology medicine company pioneering the discovery and development of small molecule, tumor-agnostic therapies. The Company was originally organized as a limited liability company in December 2014 under the name ASET Therapeutics LLC. In September 2016, the Company was converted to a corporation under the laws of the State of Delaware under the name ASET Therapeutics, Inc. The Company changed its name to Black Diamond Therapeutics, Inc. in January 2018. Since its inception, the Company has devoted substantially all of its efforts to raising capital, obtaining financing, and incurring research and development costs related to the development of its mutation, allostery, and pharmacology computational and discovery platform. The Company is subject to risks and uncertainties common to early stage companies in the biotechnology industry. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s technology will be obtained, that any products developed will obtain necessary government regulatory approval or that any products, if approved, will be commercially viable. The Company operates in an environment of rapid technological innovation and substantial competition from pharmaceutical and biotechnological companies. In addition, the Company is dependent upon the services of its employees, consultants and service providers including a related party Ridgeline Therapeutics GmbH (“Ridgeline”). Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Principles of consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of the Company and its wholly owned subsidiaries, Black Diamond Therapeutics (Canada), Inc. and Black Diamond Therapeutics Security Corporation, after elimination of all significant intercompany accounts and transactions. Unaudited interim financial information The condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The results for any interim period are not necessarily indicative of results for any future period. |
Principles of consolidation | Principles of consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of the Company and its wholly owned subsidiaries, Black Diamond Therapeutics (Canada), Inc. and Black Diamond Therapeutics Security Corporation, after elimination of all significant intercompany accounts and transactions. |
Use of estimates | Use of estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual of research and development expenses, the valuation of common stock and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. |
Deferred offering costs | Deferred offering costsThe Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process preferred stock or common stock financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction to the carrying value of convertible preferred stock or in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations. After consummation of the IPO, which closed on February 3, 2020, these costs were recorded in stockholders' equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. |
Leases | Leases Effective January 1, 2020, the Company adopted Accounting Standards Updated (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “ASC 842”), using the modified retrospective method and utilized the effective date as its date of initial application, with prior periods presented in accordance with previous guidance under ASC 840, Leases (“ASC 840”). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and current and non-current lease liabilities, as applicable. Operating lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Prospectively, the Company will adjust the right-of-use assets for straight-line rent expense or any incentives received and remeasure the lease liability at the net present value using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. The Company has elected not to recognize leases with an original term of one year or less on the condensed consolidated balance sheet. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. The Company elected the following practical expedients, which must be elected as a package and applied consistently to all of its leases at the transition date (including those for which the entity is a lessee or a lessor): i) the Company did not reassess whether any expired or existing contracts are or contain leases; ii) the Company did not reassess the lease classification for any expired or existing leases (that is, all existing leases that were classified as operating leases in accordance with ASC 840 are classified as operating leases, and all existing leases that were classified as capital leases in accordance with ASC 840 are classified as finance leases); and iii) the Company did not reassess initial direct costs for any existing leases. For leases that existed prior to the date of initial application of ASC 842 (which were previously classified as operating leases), a lessee may elect to use either the total lease term measured at lease inception under ASC 840 or the remaining lease term as of the date of initial application of ASC 842 in determining the period for which to measure its incremental borrowing rate. In transition to ASC 842, the Company utilized the remaining lease term of its leases in determining the appropriate incremental borrowing rates. In accordance with ASC 842, components of a lease should be split into three categories: lease components, non-lease components, and non-components. The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Entities may elect not to separate lease and non-lease components. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. |
Recently adopted and issued accounting pronouncements | Recently adopted accounting pronouncements In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, which requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases on their balance sheet date. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018. In July 2018, an amendment was made that allows companies the option of using the effective date of the new standard as the initial application date (at the beginning of the period in which the new standard is adopted, rather than at the beginning of the earliest comparative period). This update includes a short-term lease exception for leases with a term of 12 months or less, in which a lessee can make an accounting policy election not to recognize the associated lease assets and lease liabilities on its balance sheet. Additionally, in March 2019, the FASB issued ASU 2019-01 (“ASU No. 2019-01”). ASU No. 2019-01 clarifies the transition guidance related to interim disclosures provided in the year of adoption. Lessees will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases, using classification criteria that are substantially similar to the previous guidance. For lessees, the recognition, measurement, and presentation of expenses and cash flows arising from a lease did not significantly change from previous U.S. GAAP. The modified retrospective method includes several optional practical expedients that entities may elect to apply, as well as transition guidance specific to nonstandard leasing transactions. The Company adopted Topic 842 on January 1, 2020. In adopting Topic 842, the Company elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: i) whether existing or expired arrangements are or contain a lease, ii) the lease classification of existing or expired leases, and iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company made an accounting policy election to keep leases with a term of 12 months or less off its condensed consolidated balance sheet. Adoption of this standard resulted in the recording of operating lease liabilities and right-of-use assets of $480 and $476, respectively, on the Company’s condensed consolidated balance sheet on the effective date. The adoption of the standard did not have a material effect on the Company’s condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of cash flows or accumulated deficit. Refer to Note 9 for right-of-use assets and liabilities recorded during the three months ended March 31, 2020. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The new standard removes certain disclosures, modifies certain disclosures and adds additional disclosures related to fair value measurement. The new standard was effective for the Company beginning January 1, 2020. The adoption of ASU 2018-13 did not have a material impact on the Company's disclosures, financial position or results or operations upon adoption. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I (“ASU 2017-11”). Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Part I applies to entities that issue financial instruments such as warrants, convertible debt or convertible preferred stock that contain down-round features. Part II replaces the indefinite deferral for certain mandatorily redeemable noncontrolling interests and mandatorily redeemable financial instruments of nonpublic entities contained within ASC Topic 480 with a scope exception and does not impact the accounting for these mandatorily redeemable instruments. ASU 2017-11 is required to be adopted for annual periods beginning after December 15, 2019. The new standard was effective for the Company beginning January 1, 2020. The adoption of ASU 2017-11 did not have a material impact on the Company’s financial position or results of operations upon adoption. Recently issued accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for annual periods beginning after December 15, 2020 and interim periods within, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company is currently assessing the impact of this standard on our financial condition and results of operations. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Fair value measurements at March 31, 2020 using: Level 1 Level 2 Level 3 Total Assets: Money market funds $ 352,817 $ — $ — $ 352,817 Total $ 352,817 $ — $ — $ 352,817 Fair value measurements at December 31, 2019 using: Level 1 Level 2 Level 3 Total Assets: Money market funds $ 24,157 $ — $ — $ 24,157 Total $ 24,157 $ — $ — $ 24,157 Liabilities: Derivative liabilities $ — $ — $ 16 $ 16 Total $ — $ — $ 16 $ 16 |
Reconciliation of Fair Value Liabilities | Derivative liabilities consisted of the following: March 31, 2020 Balance - December 31, 2019 $ 16 Reclassification to additional paid-in capital in connection with IPO (16) Balance - March 31, 2020 $ — |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Equipment, net consisted of the following: March 31, 2020 December 31, 2019 Laboratory equipment $ 218 $ 218 Computer and office equipment 58 58 Equipment 276 276 Less: accumulated depreciation (122) (112) Total Equipment, net $ 154 $ 164 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consisted of the following: March 31, 2020 December 31, 2019 Contracted research services $ 473 $ 434 Payroll and related expenses 1,002 1,182 Professional and consulting fees 760 984 Legal fees 107 299 Current portion of operating lease liability 196 — Total accrued expenses and other current liabilities $ 2,538 $ 2,899 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation | The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations: Three Months Ended 2020 2019 Research and development $ 564 $ 80 General and administrative 1,313 11 $ 1,877 $ 91 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Loss per Share | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company (in thousands, except share and per share amounts): Three Months Ended 2020 2019 Net loss attributable to common stockholders $ (12,145) $ (3,828) Weighted average common shares outstanding, basic and diluted 23,699,255 2,044,380 Net loss per share, basic and diluted $ (0.51) $ (1.87) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended 2020 2019 Options to purchase common stock 3,082,346 81,946 Unvested restricted stock — 172,223 Preferred stock (as converted to common stock) — 11,163,838 Warrants to purchase shares of series A preferred stock (as converted to common stock) — 10,757 3,082,346 11,428,764 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Summary of Lease Cost and Other Operating Lease Information | The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating lease for the three months ended March 31, 2020: Three Months Ended Lease Cost Operating lease cost $ 56 Short-term lease cost 160 Variable lease cost 12 Total lease cost $ 228 Other Operating Lease Information March 31, 2020 Cash paid for amounts included in the measurement of lease liability $ 55 Weighted-average remaining lease term 2.1 Weighted-average discount rate 8.6 % |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under the Company’s operating leases as of March 31, 2020 were as follows: As of March 31, 2020 2020 (excluding the three months ended March 31, 2020) $ 168 2021 228 2022 77 Thereafter — Total lease payments 473 Less: interest (38) Total lease liability $ 435 |
Schedule of Future Minimum Lease Payments | As of December 31, 2019, future minimum lease payments under the Company’s lease obligations under ASC 840 were as follows: Years Ending December 31, 2020 $ 223 2021 228 2022 77 2023 — Total $ 528 |
NATURE OF BUSINESS AND BASIS _2
NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands | Feb. 03, 2020USD ($)shares | Jan. 21, 2020 | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||
Reverse stock split | 3.01581 | ||||
Gross proceeds | $ 212,101 | ||||
Net loss | 12,145 | $ 3,828 | |||
Accumulated deficit | $ 63,115 | $ 50,970 | |||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares sold | shares | 12,174,263 | ||||
Number of shares issued, options exercised | shares | 1,587,947 | ||||
Gross proceeds | $ 231,311 | ||||
Proceeds from stock issuance, net | $ 212,101 | ||||
Number of shares issued upon conversion | shares | 21,499,770 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred offering costs | $ 0 | $ 2,303 | |
Total lease liability | 435 | ||
Right-of-use asset | $ 429 | ||
ASU 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total lease liability | $ 480 | ||
Right-of-use asset | $ 476 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Money market funds | $ 352,817 | $ 24,157 |
Total | 352,817 | 24,157 |
Liabilities: | ||
Derivative liabilities | 16 | |
Total | 16 | |
Level 1 | ||
Assets: | ||
Money market funds | 352,817 | 24,157 |
Total | 352,817 | 24,157 |
Liabilities: | ||
Derivative liabilities | 0 | |
Total | 0 | |
Level 2 | ||
Assets: | ||
Money market funds | 0 | 0 |
Total | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | |
Total | 0 | |
Level 3 | ||
Assets: | ||
Money market funds | 0 | 0 |
Total | $ 0 | 0 |
Liabilities: | ||
Derivative liabilities | 16 | |
Total | $ 16 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | Feb. 29, 2020shares |
Common stock | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Number of shares into which the warrant may be converted | 10,757 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of Fair Value Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 16 |
Reclassification to additional paid-in capital in connection with IPO | (16) |
Ending balance | $ 0 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Equipment | $ 276 | $ 276 | |
Less: accumulated depreciation | (122) | (112) | |
Total Equipment, net | 154 | 164 | |
Depreciation expense | 10 | $ 12 | |
Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Equipment | 218 | 218 | |
Computer and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Equipment | $ 58 | $ 58 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Contracted research services | $ 473 | $ 434 |
Payroll and related expenses | 1,002 | 1,182 |
Professional and consulting fees | 760 | 984 |
Legal fees | 107 | 299 |
Current portion of operating lease liability | 196 | |
Total accrued expenses and other current liabilities | $ 2,538 | $ 2,899 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | Feb. 03, 2020 | Mar. 31, 2020 | Jan. 03, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Total shares authorized | 510,000,000 | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 80,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Common stock | ||||
Class of Stock [Line Items] | ||||
Number of shares issued upon conversion | 21,499,770 | 21,499,770 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Jan. 14, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 741,347 | |
Fair value of options vested | $ 714 | |
Number of options outstanding (in shares) | 3,082,346 | |
Number of options forfeited (in shares) | 37,475 | |
Weighted-average grant-date fair value per share of options granted (in dollars per share) | $ 10.93 | |
Unrecognized compensation cost, options | $ 18,088 | |
2020 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, number of shares reserved | 6,665,891 | |
Increase of authorized shares, percent of common stock outstanding | 4.00% | |
2020 ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, number of shares reserved | 326,364 | |
Increase of authorized shares, percent of common stock outstanding | 1.00% | |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost, recognition period | 3 years 3 months 18 days |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 1,877 | $ 91 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 564 | 80 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 1,313 | $ 11 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Computation of Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss | $ (12,145) | $ (3,828) |
Weighted average common shares outstanding, basic and diluted | 23,699,255 | 2,044,380 |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.51) | $ (1.87) |
Unvested restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Unvested restricted stock outstanding (in shares) | 0 |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 3,082,346 | 11,428,764 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 3,082,346 | 81,946 |
Unvested restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 0 | 172,223 |
Preferred stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 0 | 11,163,838 |
Warrants to purchase shares of series A preferred stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities (in shares) | 0 | 10,757 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2020contract | Feb. 28, 2019ft² | |
Leases [Abstract] | ||
Number of leases | contract | 1 | |
Area leased | ft² | 2,357 | |
Lease term, optional extension | 3 years |
LEASES - Summary of Lease Cost
LEASES - Summary of Lease Cost and Other Operating Lease Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Lease Cost | |
Operating lease cost | $ 56 |
Short-term lease cost | 160 |
Variable lease cost | 12 |
Total lease cost | 228 |
Other Operating Lease Information | |
Cash paid for amounts included in the measurement of lease liability | $ 55 |
Weighted-average remaining lease term | 2 years 1 month 6 days |
Weighted-average discount rate | 8.60% |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
ASC 842 | ||
2020 (excluding the three months ended March 31, 2020) | $ 168 | |
2021 | 228 | |
2022 | 77 | |
Thereafter | 0 | |
Total lease payments | 473 | |
Less: interest | (38) | |
Total lease liability | $ 435 | |
ASC 840 | ||
2020 | $ 223 | |
2021 | 228 | |
2022 | 77 | |
2023 | 0 | |
Total | $ 528 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Employer contribution, percent of each participant's salary | 6.00% | |
Employer contribution amount | $ 149 | $ 23 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||
Due to Related Parties | $ 964,000 | |||
Prepaids with related party | $ 916,000 | |||
Related party expense, service fees | $ 1,880,000 | $ 1,951,000 | ||
Ridgeline | Monthly service agreement | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, monthly transaction amount | $ 950,000 |
Uncategorized Items - bdtx-2020
Label | Element | Value |
Restricted Cash and Cash Equivalents, Current | us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue | $ 55,000 |
Restricted Cash and Cash Equivalents, Current | us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue | $ 55,000 |