Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 05, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SURF | |
Entity Registrant Name | SURFACE ONCOLOGY, INC. | |
Entity Central Index Key | 0001718108 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38459 | |
Entity Tax Identification Number | 465543980 | |
Entity Address, Address Line One | 50 Hampshire Street | |
Entity Address, Address Line Two | 8th Floor | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | 617 | |
Local Phone Number | 714-4096 | |
Entity Common Stock, Shares Outstanding | 27,858,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 37,751 | $ 82,912 |
Marketable securities | 88,539 | 75,923 |
Prepaid expenses and other current assets | 3,240 | 5,766 |
Total current assets | 129,530 | 164,601 |
Property and equipment, net | 8,015 | 8,226 |
Operating lease right-of-use asset | 16,094 | |
Restricted cash | 1,198 | 1,198 |
Other assets | 11 | 40 |
Total assets | 154,848 | 174,065 |
Current liabilities: | ||
Accounts payable | 2,069 | 3,412 |
Accrued expenses and other current liabilities | 7,925 | 8,803 |
Deferred revenue - related party | 3,572 | 14,610 |
Deferred rent | 352 | |
Operating lease liability | 1,203 | |
Total current liabilities | 14,769 | 27,177 |
Deferred revenue - related party, non-current | 35,803 | 39,342 |
Deferred rent, non-current | 4,684 | |
Operating lease liability, non-current | 19,954 | |
Total liabilities | 70,526 | 71,203 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value per share; 5,000,000 shares authorized at June 30, 2019 and December 31, 2018; no shares issued and outstanding at June 30, 2019 and December 31, 2018 | ||
Common stock, $0.0001 par value; 150,000,000 shares authorized at June 30, 2019 and December 31, 2018, respectively; 27,851,751 and 27,772,600 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 3 | 3 |
Additional paid-in capital | 172,908 | 169,784 |
Accumulated other comprehensive income (loss) | 174 | (119) |
Accumulated deficit | (88,763) | (66,806) |
Total stockholders’ equity | 84,322 | 102,862 |
Total liabilities and stockholders’ equity | $ 154,848 | $ 174,065 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 27,851,751 | 27,772,600 |
Common stock, outstanding | 27,851,751 | 27,772,600 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Statement Of Income And Comprehensive Income [Abstract] | |
Marketable securities tax | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Collaboration revenue - related party | $ 143 | $ 2,428 | $ 14,577 | $ 47,923 |
Type of Revenue [Extensible List] | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember |
Operating expenses: | ||||
Research and development | $ 13,236 | $ 15,098 | $ 27,545 | $ 26,188 |
General and administrative | 5,417 | 3,913 | 10,510 | 7,275 |
Total operating expenses | 18,653 | 19,011 | 38,055 | 33,463 |
Income (loss) from operations | (18,510) | (16,583) | (23,478) | 14,460 |
Interest and other income, net | 752 | 731 | 1,521 | 900 |
Net income (loss) | (17,758) | (15,852) | (21,957) | 15,360 |
Accretion of redeemable convertible preferred stock to redemption value | (11) | |||
Net income attributable to redeemable convertible preferred stockholders | (7,077) | |||
Net income (loss) attributable to common stockholders | $ (17,758) | $ (15,852) | $ (21,957) | $ 8,272 |
Net income (loss) per share attributable to common stockholders— basic | $ (0.64) | $ (0.73) | $ (0.79) | $ 0.68 |
Weighted average common shares outstanding— basic | 27,845,136 | 21,595,586 | 27,835,471 | 12,213,717 |
Net income (loss) per share attributable to common stockholders— diluted | $ (0.64) | $ (0.73) | $ (0.79) | $ 0.60 |
Weighted average common shares outstanding— diluted | 27,845,136 | 21,595,586 | 27,835,471 | 13,805,380 |
Comprehensive income (loss): | ||||
Net income (loss) | $ (17,758) | $ (15,852) | $ (21,957) | $ 15,360 |
Other comprehensive income: | ||||
Unrealized gain on marketable securities, net of tax of $0 | 169 | 63 | 293 | 13 |
Comprehensive income (loss) | $ (17,589) | $ (15,789) | $ (21,664) | $ 15,373 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Equity (Deficit) - USD ($) $ in Thousands | Total | Series A and A-1 Redeemable Convertible Preferred Stock | Initial Public Offering | Private PlacementNovartis Institutes for Biomedical Research, Inc. | Common Stock | Common StockInitial Public Offering | Common StockPrivate PlacementNovartis Institutes for Biomedical Research, Inc. | Additional Paid-in Capital | Additional Paid-in CapitalInitial Public Offering | Additional Paid-in CapitalPrivate PlacementNovartis Institutes for Biomedical Research, Inc. | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2017 | $ (67,314) | $ 6,877 | $ (246) | $ (73,945) | ||||||||
Temporary equity beginning balance, share at Dec. 31, 2017 | 37,100,000 | |||||||||||
Temporary equity beginning balance at Dec. 31, 2017 | $ 48,517 | |||||||||||
Beginning balance, share at Dec. 31, 2017 | 2,686,350 | |||||||||||
Issuance of common stock upon exercise of stock options | 157 | 157 | ||||||||||
Issuance of common stock upon exercise of stock options, share | 80,675 | |||||||||||
Stock-based compensation expense | 1,291 | 1,291 | ||||||||||
Accretion of redeemable convertible preferred stockto redemption value | $ 11 | |||||||||||
Accretion of redeemable convertible preferred stock to redemption value | (11) | (11) | ||||||||||
Adjustment due to the adoption of ASC 606 | 13,736 | 13,736 | ||||||||||
Unrealized gain (loss) on marketable securities | (50) | (50) | ||||||||||
Net income (loss) | 31,212 | 31,212 | ||||||||||
Ending balance at Mar. 31, 2018 | (20,979) | 8,314 | (296) | (28,997) | ||||||||
Temporary equity ending balance, share at Mar. 31, 2018 | 37,100,000 | |||||||||||
Temporary equity ending balance at Mar. 31, 2018 | $ 48,528 | |||||||||||
Ending balance, share at Mar. 31, 2018 | 2,767,025 | |||||||||||
Beginning balance at Dec. 31, 2017 | (67,314) | 6,877 | (246) | (73,945) | ||||||||
Temporary equity beginning balance, share at Dec. 31, 2017 | 37,100,000 | |||||||||||
Temporary equity beginning balance at Dec. 31, 2017 | $ 48,517 | |||||||||||
Beginning balance, share at Dec. 31, 2017 | 2,686,350 | |||||||||||
Unrealized gain (loss) on marketable securities | 13 | |||||||||||
Net income (loss) | 15,360 | |||||||||||
Ending balance at Jun. 30, 2018 | 121,961 | $ 3 | 167,040 | (233) | (44,849) | |||||||
Ending balance, share at Jun. 30, 2018 | 27,600,951 | |||||||||||
Beginning balance at Mar. 31, 2018 | (20,979) | 8,314 | (296) | (28,997) | ||||||||
Temporary equity beginning balance, share at Mar. 31, 2018 | 37,100,000 | |||||||||||
Temporary equity beginning balance at Mar. 31, 2018 | $ 48,528 | |||||||||||
Beginning balance, share at Mar. 31, 2018 | 2,767,025 | |||||||||||
Issuance of common stock upon exercise of stock options | 2 | 2 | ||||||||||
Issuance of common stock upon exercise of stock options, share | 3,636 | |||||||||||
Stock-based compensation expense | 1,490 | 1,490 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock | 48,528 | $ 2 | 48,526 | |||||||||
Temporary equity conversion of convertible preferred stock, shares | (37,100,000) | |||||||||||
Temporary equity conversion of convertible preferred stock | $ (48,528) | |||||||||||
Conversion of convertible preferred stock, shares | 16,863,624 | |||||||||||
Issuance of common stock | $ 97,209 | $ 11,500 | $ 1 | $ 97,208 | $ 11,500 | |||||||
Issuance of common stock, shares | 7,200,000 | 766,666 | ||||||||||
Unrealized gain (loss) on marketable securities | 63 | 63 | ||||||||||
Net income (loss) | (15,852) | (15,852) | ||||||||||
Ending balance at Jun. 30, 2018 | 121,961 | $ 3 | 167,040 | (233) | (44,849) | |||||||
Ending balance, share at Jun. 30, 2018 | 27,600,951 | |||||||||||
Beginning balance at Dec. 31, 2018 | $ 102,862 | $ 3 | 169,784 | (119) | (66,806) | |||||||
Beginning balance, share at Dec. 31, 2018 | 27,772,600 | 27,772,600 | ||||||||||
Issuance of common stock upon exercise of stock options | $ 211 | 211 | ||||||||||
Issuance of common stock upon exercise of stock options, share | 58,082 | |||||||||||
Stock-based compensation expense | 1,395 | 1,395 | ||||||||||
Unrealized gain (loss) on marketable securities | 124 | 124 | ||||||||||
Net income (loss) | (4,199) | (4,199) | ||||||||||
Ending balance at Mar. 31, 2019 | 100,393 | $ 3 | 171,390 | 5 | (71,005) | |||||||
Ending balance, share at Mar. 31, 2019 | 27,830,682 | |||||||||||
Beginning balance at Dec. 31, 2018 | $ 102,862 | $ 3 | 169,784 | (119) | (66,806) | |||||||
Beginning balance, share at Dec. 31, 2018 | 27,772,600 | 27,772,600 | ||||||||||
Unrealized gain (loss) on marketable securities | $ 293 | |||||||||||
Net income (loss) | (21,957) | |||||||||||
Ending balance at Jun. 30, 2019 | $ 84,322 | $ 3 | 172,908 | 174 | (88,763) | |||||||
Ending balance, share at Jun. 30, 2019 | 27,851,751 | 27,851,751 | ||||||||||
Beginning balance at Mar. 31, 2019 | $ 100,393 | $ 3 | 171,390 | 5 | (71,005) | |||||||
Beginning balance, share at Mar. 31, 2019 | 27,830,682 | |||||||||||
Issuance of common stock upon exercise of stock options | 33 | 33 | ||||||||||
Issuance of common stock upon exercise of stock options, share | 21,069 | |||||||||||
Stock-based compensation expense | 1,485 | 1,485 | ||||||||||
Unrealized gain (loss) on marketable securities | 169 | 169 | ||||||||||
Net income (loss) | (17,758) | (17,758) | ||||||||||
Ending balance at Jun. 30, 2019 | $ 84,322 | $ 3 | $ 172,908 | $ 174 | $ (88,763) | |||||||
Ending balance, share at Jun. 30, 2019 | 27,851,751 | 27,851,751 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (21,957) | $ 15,360 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 871 | 648 |
Stock-based compensation expense | 2,880 | 2,781 |
Net amortization of premiums and discounts on marketable securities | (464) | (22) |
Loss on disposal of property and equipment | 13 | |
Non-cash operating lease cost | 578 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 2,526 | (498) |
Other assets | 29 | (1) |
Accounts payable | (897) | (12) |
Accrued expenses and other current liabilities | (847) | (2,359) |
Deferred rent | (123) | |
Operating lease liability | (551) | |
Deferred revenue - related party | (14,577) | (2,921) |
Net cash (used in) provided by operating activities | (32,409) | 12,866 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,137) | (611) |
Purchases of marketable investments | (93,459) | (107,258) |
Proceeds from sales or maturities of marketable securities | 81,600 | 13,358 |
Net cash used in investing activities | (12,996) | (94,511) |
Cash flows from financing activities: | ||
Payments of offering costs | (2,031) | |
Proceeds from initial public offering of common stock, net of commissions and underwriting discounts | 100,440 | |
Proceeds from issuance of common stock to a related party | 11,500 | |
Proceeds from exercise of stock options | 244 | 159 |
Net cash provided by financing activities | 244 | 110,068 |
Net increase (decrease) in cash and cash equivalents and restricted cash | (45,161) | 28,423 |
Cash and cash equivalents and restricted cash at beginning of period | 84,110 | 23,540 |
Cash and cash equivalents and restricted cash at end of period | 38,949 | 51,963 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 41 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accretion of redeemable convertible preferred stock to redemption value | 11 | |
Purchases of property and equipment included in accounts payable and accrued expenses | $ 215 | $ 106 |
Nature of the Business
Nature of the Business | 6 Months Ended |
Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business | 1. Nature of the Business Surface Oncology, Inc. (the “Company” or “Surface”) is a clinical-stage immuno-oncology company focused on using its specialized knowledge of the biological pathways critical to the immunosuppressive tumor microenvironment (“TME”) for the development of next-generation cancer therapies. Surface was incorporated in April 2014 under the laws of the State of Delaware. The Company is subject to risks common to early-stage companies in the biotechnology industry including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the ability to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure, and extensive compliance-reporting capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. On April 6, 2018, the Company effected a one-for-2.2 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s Redeemable Convertible Preferred Stock. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the preferred stock conversion ratios. On April 23, 2018, the Company completed its initial public offering of its common stock by issuing 7,200,000 shares of common stock, at $15.00 per share for gross proceeds of $108,000, or net proceeds of $97,209 after deducting underwriting discounts, commissions and offering expenses. Concurrent with the initial public offering, the Company issued Novartis Institutes for Biomedical Research, Inc. (“Novartis”) 766,666 shares of its common stock at $15.00 per share for proceeds of $11,500, in a private placement. Upon the closing of the Company’s initial public offering on April 23, 2018, all shares of Series A and A-1 redeemable convertible preferred stock (the “Series A Preferred Stock” and “Series A-1 Preferred Stock”, respectively) automatically converted into 16,863,624 shares of common stock. On May 1, 2019, the Company entered into a Capital on Demand TM The Company’s 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. The Company has primarily funded its operations with proceeds from the sales of redeemable convertible preferred stock, proceeds from a collaboration agreement with Novartis, and proceeds from the Company’s initial public offering of common stock. The Company has incurred losses and negative cash flows from operations since its inception. As of June 30, 2019, the Company had an accumulated deficit of $88,763. The Company expects that its operating losses and negative cash flows will continue for the foreseeable future. As of August 7, 2019, the issuance date of this Quarterly Report on Form 10-Q, the Company expects that its cash, cash equivalents and marketable securities of $126,290, will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months. The future viability of the Company beyond that date is dependent on its ability to raise additional capital to finance its operations. The Company will seek additional funding through public financings, debt financings, collaboration agreements, strategic alliances, and 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 required to delay, reduce or eliminate research and development programs, product portfolio expansion, or future 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary, Surface Securities Corporation, a Massachusetts corporation, after elimination of all intercompany accounts and transactions. The accounting policies followed in the preparation of the interim condensed consolidated financial statements are consistent in all material respects with those presented in Note 2 to the financial statements included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2019, except for the Company’s adoption of the new leasing standard as discussed below. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses, and the valuation of stock-based awards. 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 could differ from the Company’s estimates. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Many lease agreements include the option to renew or extend the lease term. The exercise of lease renewal options or extensions is at the Company’s sole discretion, and are only included in the calculation of the operating lease ROU asset and operating lease liability when it is reasonably certain that the Company would exercise such options. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which it calculates based on the credit quality of the Company, and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. The components of a lease are split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on fair values to the lease components and non-lease components. Although separation of lease and non-lease components is required, certain practical expedients are available to entities. Entities electing the practical expedient would not separate lease and non-lease components. Rather, they would account for each lease component and the related non-lease component together as a single component. The Company’s facilities operating leases have lease and non-lease components to which the Company has elected to apply the practical expedient and account for each lease component and related non-lease component as one single component. The Company also elected the package of practical expedients, which, among other things, allows the Company to carry forward prior conclusions related to whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases and initial direct costs for existing leases. The Company also made an accounting policy election not to recognize leases with an initial term of 12 months or less within its condensed consolidated balance sheets and to recognize those lease payments on a straight-line basis in its condensed consolidated statements of operations and comprehensive income (loss) over the lease term. Unaudited Interim Financial Information The accompanying condensed consolidated balance sheet as of June 30, 2019, the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2019 and 2018, the condensed consolidated statements of cash flows for the six months ended June 30, 2019 and 2018, and the condensed consolidated statement of redeemable convertible preferred stock and stockholders’ equity (deficit) for the three and six months ended June 30, 2019 and 2018 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2019 and the results of its operations and its cash flows for the six months ended June 30, 2019 and 2018. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2019 and 2018 are also unaudited. The results for the three and six months ended June 30, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019, any other interim periods, or any future year period. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2016-02, Leases “Codification Improvements to Topic 842, Leases” The Company adopted ASC 842 using the modified retrospective approach with an effective date of January 1, 2019 for leases that existed on that date. Prior period results continue to be presented under ASC 840 based on the accounting standards originally in effect for such periods. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allows the Company to carry forward the historical lease classification. In connection with the adoption of ASC 842, the Company recorded an impact of $16,672 on its assets and $21,708 on its liabilities for the recognition of operating lease right-of-use-assets and operating lease liabilities, respectively, which are primarily related to the lease of the Company’s corporate headquarters in Cambridge, Massachusetts. The adoption of ASC 842 did not have a material impact on the Company’s results of operations or cash flows. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part 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 The Company adopted . The adoption of this guidance did not have a material impact on the Company's financial position or its results of operations. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The new standard simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company adopted ASU 2018-07 . As a result of adopting this standard, the fair value of outstanding nonemployee awards as of December 31, 2018 will no longer be remeasured each reporting period. All future expense related to these awards will be recorded based on the fair value measured as of January 1, 2019. The adoption of this guidance did not have a material impact of the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, (“ASU 2018-13”). In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2019 | |
Marketable Securities [Abstract] | |
Marketable Securities | 3. Marketable Securities As of June 30, 2019, the fair value of available-for-sale marketable debt securities by type of security was as follows: June 30, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities: U.S. Treasury notes $ 62,954 $ 120 $ — $ 63,074 U.S. Government agency bonds 22,401 61 — 22,462 Corporate bonds 3,010 — (7 ) 3,003 $ 88,365 $ 181 $ (7 ) $ 88,539 The amortized cost and fair value of the Company’s available-for-sale debt securities by contractual maturity are summarized as follows: June 30, 2019 Amortized Cost Fair Value Maturing in one year or less $ 81,398 $ 81,536 Maturing after one year but less than two years 6,967 7,003 $ 88,365 $ 88,539 As of December 31, 2018, the fair value of available-for-sale marketable debt securities by type of security was as follows: December 31, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities: U.S. Treasury notes $ 62,866 $ — $ (24 ) $ 62,842 U.S. Government agency bonds 2,900 — (15 ) 2,885 Corporate bonds 10,276 — (80 ) 10,196 $ 76,042 $ — $ (119 ) $ 75,923 The amortized cost and fair value of the Company’s available-for-sale securities by contractual maturity are summarized as follows: December 31, 2018 Amortized Cost Fair Value Maturing in one year or less $ 76,042 $ 75,923 $ 76,042 $ 75,923 The Company determined that there was no material change in the credit risk of these investments. As a result, the Company determined it did not hold any investments with an other-than-temporary decline in fair value as of June 30, 2019 and December 31, 2018. |
Fair Value of Financial Assets
Fair Value of Financial Assets | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets | 4. Fair Value of Financial Assets The following tables present information about the Company’s financial assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of June 30, 2019 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 24,840 $ — $ — $ 24,840 Marketable securities: U.S. Treasury notes — 22,462 — 22,462 U.S. Government agency bonds — 63,074 — 63,074 Corporate bonds — 3,003 — 3,003 $ 24,840 $ 88,539 $ — $ 113,379 Fair Value Measurements as of December 31, 2018 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 77,737 $ — $ — $ 77,737 Marketable securities: U.S. Treasury notes — 62,842 — $ 62,842 U.S. Government agency bonds — 2,885 — 2,885 Corporate bonds — 10,196 — 10,196 $ 77,737 $ 75,923 $ — $ 153,660 As of June 30, 2019 and December 31, 2018, the Company’s cash equivalents were invested in money market funds and were valued based on Level 1 inputs. During the six months ended June 30, 2019 and 2018, there were no transfers between Level 1, Level 2 and Level 3. |
Collaboration Agreement with No
Collaboration Agreement with Novartis | 6 Months Ended |
Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration Agreement with Novartis | 5. Collaboration Agreement with Novartis Overview In January 2016, the Company entered into a collaboration agreement with Novartis (the “Collaboration Agreement”), which was subsequently amended in May 2016, July 2017, September 2017, and October 2018 (the “October 2018 Amendment”). Pursuant to the Collaboration Agreement, the Company granted Novartis a worldwide exclusive license to research, develop, manufacture and commercialize antibodies that target cluster of differentiation, or CD, 73 (“CD73”). In addition, the Company granted Novartis the right to purchase exclusive option rights (each an “Option”) for up to four specified targets (each an “Option Target”) including certain development, manufacturing, and commercialization rights. Novartis initially had the right to exercise up to three purchased Options. Under the Collaboration Agreement, therefore, Novartis had the ability to exclusively license the development and manufacturing rights for up to four targets (inclusive of CD73). Of these, the Company had the right to retain commercialization rights in the United States to two of such targets. As of June 30, 2019, Novartis has one Option remaining eligible for purchase, and potential exercise. The Collaboration Agreement is governed by a joint steering committee that is co-chaired by a chairperson designated by each of the Company and Novartis. The October 2018 Amendment, among other things, modified certain definitions and provisions of the Collaboration Agreement to make them consistent with the amended and restated development and option agreement the Company entered into with Adimab LLC in October and clarified the parties’ rights and responsibilities relating to the amended agreement with Adimab LLC and diagnostic products. Novartis is a related party because it is a greater than 5% stockholder of the Company. In January 2016, the Company entered into the Collaboration Agreement and sold 2,000,000 shares of its Series A-1 preferred stock to Novartis. In addition, concurrent with the Company’s initial public offering of common stock, the Company issued Novartis 766,666 shares of its common stock at $15.00 per share for proceeds of $11,500 in a private placement. During the six months ended June 30, 2019, the Company made no cash payments to Novartis related to the Collaboration Agreement. During the six months ended June 30, 2018, th e Company made a payment of $3,437 to Novartis for the reimbursement of manufacturing costs incurred by Novartis prior to December 31, 2017. Research on Targets Under the Collaboration Agreement, the Company is responsible for performing preclinical research through the first investigational new drug application (“IND”) acceptance on antibodies that bind to CD73 and each Option Target, pursuant to a research plan directed toward each target. The Company is responsible for all costs and expenses incurred by or on its behalf, in connection with such research. Development and Commercialization of CD73 Products Novartis has the sole right to develop and commercialize CD73 antibody candidates and corresponding licensed products worldwide pursuant to a development plan and a commercialization plan, respectively. Novartis is obligated to use commercially reasonable efforts to develop the CD73 antibody candidates and corresponding licensed products, to obtain regulatory approval of such products, including within certain defined markets, and to commercialize such products following regulatory approval. Novartis is responsible for all costs and expenses of such development and commercialization and is obligated to provide the Company with updates on its development and commercialization activities through the joint steering committee, joint development committee, and joint commercialization committee. Option Targets Prior to the filing of an IND for an Option Target, Novartis may purchase the Option to obtain certain development, manufacturing and commercialization rights for antibodies that bind to the Option Target. To the extent Novartis does not elect to purchase an Option to an Option Target, the Option for such Option Target will expire and all rights to such Option Target under the Collaboration Agreement will terminate. Novartis had the right to exercise up to a total of three purchased Options. Each exercised Option is to be designated as either a regional or global option, with each such designation determining the development, manufacturing, and commercialization rights between the parties with respect to such Option Target, corresponding antibody candidates, and licensed products, as summarized below. Novartis has the ability to designate the remaining Option as either regional or global. Following Novartis’ exercise of an Option with respect to an Option Target, the Company will grant to Novartis licenses that are necessary to effectuate the development, manufacturing or commercialization rights associated with a regional or global option, as described below. In December 2016, Novartis purchased the Option for antibodies that bind to CD47 for $5,000. In March 2018, Novartis notified the Company of its decision not to exercise its purchased Option related to CD47. In March 2018, the Company and Novartis also mutually agreed to cease development of one of the undisclosed programs subject to the Collaboration Agreement. In February 2019, Novartis notified the Company of its decision not to purchase the Option related to IL-27. Development and Commercialization of Regional Licensed Products To the extent an exercised Option is designated as regional, the Company is primarily responsible for the early clinical development of each corresponding regional antibody candidate and regional licensed product at its own cost. Unless the Company chooses to opt out of its development rights, it will collaborate with Novartis on the further clinical development of regional antibody candidates and regional licensed products. Pursuant to a regional development plan for each regional licensed product, the Company will be responsible for development activities related to obtaining regulatory approval in the United States, with Novartis responsible for development activities related to obtaining regulatory approval elsewhere in the world. The development costs of such later clinical development activities will be split evenly among the parties. Thereafter, the Company is responsible for the commercialization of regional licensed products in the United States, and Novartis is responsible for the commercialization of regional licensed products outside of the United States, each pursuant to a commercialization plan. Each party must use commercially reasonable efforts to commercialize such products within their respective territories. The Company is obligated to work with Novartis to agree to a global commercialization strategy with respect to the regional licensed products prior to commercialization. Development and Commercialization of Global Licensed Products To the extent an exercised Option is designated as global, the Company is primarily responsible for the early clinical development of each global antibody candidate and global licensed product at the Company’s own cost, and Novartis is solely responsible for the later worldwide clinical development of global antibody candidates and global licensed products, pursuant to a development plan for such global licensed product, at its own cost. Novartis is solely responsible for the worldwide commercialization of global licensed products and must use commercially reasonable efforts to commercialize such products, pursuant to a commercialization plan, at its own cost. Novartis agrees to provide the Company with development and commercialization updates regarding global licensed products through the joint steering committee, joint development committee, and joint commercialization committee. Exclusivity Neither the Company nor Novartis may, alone or with any affiliate or third party, (i) research or develop any antibody that specifically binds to an Option Target for a specified period of time outside of the Collaboration Agreement or (ii) develop or commercialize any antibody that specifically binds to CD73 or any Option Target that subsequently becomes a licensed target for a specified period of time outside the Collaboration Agreement. The October 2018 Amendment clarified that Novartis is permitted to research, develop, manufacture or commercialize any diagnostic product that specifically binds to a licensed target, subject to Novartis’ compliance with its rights and obligations under the Collaboration Agreement, and provided that where such diagnostic product is an Adimab diagnostic product, Novartis may research, develop, manufacture or commercialize such Adimab diagnostic product solely for the purpose of research, development or commercialization of a therapeutic or prophylactic licensed product that specifically binds to the same licensed target. Financial Terms Upon entering into the Collaboration Agreement in January 2016, Novartis made an upfront payment to the Company of $70,000. In addition, Novartis is obligated to pay the Company a fee to the extent it desires to purchase an Option for any Option Target and another fee to exercise such purchased Option, which entitles the Company to an aggregate of up to $20,000 in option purchase and option exercise payments for the remaining Option. The Company is also eligible to receive payments on a target-by-target basis upon the achievement of specified development and sales milestones as well as tiered royalties on annual net sales by Novartis of licensed products ranging from high single-digit to mid-teens percentages upon successful commercialization of any products. Under the Collaboration Agreement, the Company is currently entitled to potential milestones in excess of $500,000, as well as tiered royalties on annual net sales by Novartis ranging from high single-digit to mid-teens percentages upon the successful commercialization of NZV930 (formally SRF373). The maximum aggregate amount of potential option purchase, option exercise, and milestone payments associated with Novartis’ single remaining Option is $220,000, as well as tiered royalties on annual net sales by Novartis ranging from high-single-digit to low double-digit percentages upon the successful commercialization of the remaining Option Target. The Company is required to pay Novartis tiered royalties ranging from high single-digit to mid-teens percentages on annual net sales by the Company of regional licensed products in the United States. The royalty payments are subject to reduction under specified conditions set forth in the Collaboration Agreement. Termination Unless terminated earlier, the Collaboration Agreement will continue in effect until neither the Company nor Novartis is researching, developing, manufacturing, or commercializing any antibody candidates or licensed products under the Collaboration Agreement. Novartis may terminate the Collaboration Agreement on a target-by-target basis for any reason upon prior notice to the Company within a specified time period. Either party may terminate the Collaboration Agreement in full, or on a target-by-target basis, if an undisputed material breach is not cured within a certain period of time or upon notice of insolvency of the other party. To the extent Novartis terminates for convenience or the Company terminates for Novartis’ material breach, Novartis will grant the Company, on mutually agreeable financial terms, an exclusive, worldwide, irrevocable, perpetual and royalty-bearing license with respect to intellectual property controlled by Novartis that is reasonably necessary to research, develop, manufacture or commercialize certain products. Revenue Recognition – Collaboration Revenue – Related Party In determining the appropriate amount of revenue to be recognized under ASC 606, the Company performed the following steps: (i) identified the promised goods or services in the contract; (ii) determined whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Under ASC 606, the Company recognized revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue will be recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. Under ASC 606, the estimated transaction price will include variable consideration. The Company does not include variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will occur when any uncertainty associated with the variable consideration is resolved. The estimate of the Company’s measure of progress and estimate of variable consideration to be included in the transaction price will be updated at each reporting date as a change in estimate. The amount related to the unsatisfied portion will be recognized as that portion is satisfied over time. Under ASC 606 the Company accounts for (i) the license it conveyed with respect to CD73; and (ii) its obligations to perform research on CD73 and other specified targets as a single performance obligation under the collaboration agreement with Novartis. Novartis’ right to purchase exclusive options to obtain certain development, manufacturing and commercialization rights are accounted for separately as they do not represent material rights, based on the criteria of ASC 606. Upon the exercise of any purchased option by Novartis, the contract promises associated with an option target would use a separate cost-to-cost model for purposes of revenue recognition under ASC 606. In February 2018, the Company received an additional milestone payment of $45,000 from Novartis upon Novartis’ receipt and acceptance of the first final audited Good Laboratory Practices (“GLP”) toxicology study report for NZV930. Upon achieving the milestone, the Company concluded this variable consideration associated with this milestone was no longer constrained and included the $45,000 in the transaction price. In March 2018, Novartis notified the Company of its decision not to exercise its Option related to CD47. The Company recognized the $5,000 exclusive option right payment as collaboration revenue – related party in the first quarter of 2018 because the Company no longer has any remaining performance obligations related to CD47. In March 2018, the Company and Novartis elected to terminate a specified target under the Collaboration Agreement. Future costs associated with this target were removed from the estimated total costs in the cost-to-cost model. In February 2019, Novartis notified the Company of its decision not to purchase the Option related to IL-27. Future costs associated with this target were removed from the estimated total costs in the cost-to-cost model. For the three and six months ended June 30, 2019 and 2018, the Company recognized the following totals of collaboration revenue – related party: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Collaboration revenue - related party $ 143 $ 2,428 $ 14,577 $ 47,923 The following table presents changes in the Company’s contract assets and liabilities during the six months ended June 30, 2019: December 31, 2018 Additions Deductions June 30, 2019 Contract liabilities (1) Total deferred revenue - related party $ 53,952 $ — $ (14,577 ) $ 39,375 (1) Additions to contract liabilities relate to consideration from Novartis during the reporting period. Deductions to contract liabilities relate to deferred revenue recognized as revenue during the reporting period. During $143 and of revenue, respectively, related to the amounts included in contract liability balance at the beginning of the period. The aggregate amount of the transaction price allocated to the single performance obligation that is partially unsatisfied was The Company |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | 6. Redeemable Convertible Preferred Stock The Company has issued Series A and Series A-1 preferred stock (together, the “Redeemable Convertible Preferred Stock”). The Redeemable Convertible Preferred Stock is classified outside of stockholders’ deficit because the shares contain redemption features that are not solely within the control of the Company. Upon the closing of the Company’s initial public offering on April 23, 2018, all shares of the Redeemable Convertible Preferred Stock automatically converted into 16,863,624 shares of common stock. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | 7. Stockholders’ Equity (Deficit) Common Stock As of June 30, 2019 and December 31, 2018, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 150,000,000 shares, of $0.0001 par value common stock. 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 entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend rights of any outstanding preferred stock. No dividends have been declared or paid by the Company through June 30, 2019. As of June 30, 2019 and December 31, 2018, the Company had reserved 17,392,681 and 6,083,202 shares, respectively, of common stock for the exercise of outstanding stock options, shares to be issued under the ATM Facility, and the number of shares remaining available for future grant under the Company’s 2018 Stock Option and Incentive Plan, and 2018 Employee Stock Purchase Plan. In May 2019, the Company entered into the Sales Agreement, with JonesTrading to issue and sell shares up to $30,000 in shares of the Company’s common stock from time to time. The Company has not yet issued or sold any securities under the Sales Agreement. On April 23, 2018, the Company completed its initial public offering of its common stock by issuing 7,200,000 shares of common stock, at $15.00 per share for gross proceeds of $108,000, or net proceeds of $97,209. Concurrent with the initial public offering, the Company issued Novartis 766,666 shares of its common stock at $15.00 per share for proceeds of $11,500, in a private placement |
Stock-Based Awards
Stock-Based Awards | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Awards | 8. Stock-Based Awards 2014 Stock Incentive Plan The Company’s 2014 Stock Incentive Plan (the “2014 Plan”) provides for the Company to grant incentive stock options or nonqualified stock options, restricted stock awards, unrestricted stock awards or restricted stock units to employees, directors and consultants of the Company. The 2014 Plan is administered by the board of directors, or at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of the stock options may not be less than 100% of the fair market value of a share of the Company’s common stock on the date of grant and the term of the stock options may not be greater than ten years. As of June 30, 2019 and December 31, 2018, all remaining shares available under the 2014 Plan were transferred to the Company’s 2018 Stock Option and Incentive Plan (the “2018 Plan”). 2018 Stock Option and Incentive Plan On April 3, 2018, the Company’s stockholders approved the 2018 Plan, which became effective on April 18, 2018, the date on which the registration statement for the Company’s initial public offering was declared effective. The 2018 Plan provides for the grant of incentive stock options, nonqualified 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, non-employee directors and other key persons (including consultants). The number of shares initially reserved for issuance under the 2018 Plan is 1,545,454, plus the shares of common stock remaining available for issuance under the 2014 Plan, which shall be cumulatively increased each January 1 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 committee of the board of directors. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated (other than by exercise) under the 2018 Plan and the 2014 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. As of June 30, 2019, 1,281,681 shares were available for future issuance under the 2018 Plan. Stock options granted under the 2014 Plan and 2018 Plan to employees generally vest over four years and expire after ten years. Stock Options The following table summarizes the Company’s stock option activity since January 1, 2019: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of December 31, 2018 4,414,225 $ 6.79 8.29 $ 2,031 Granted 1,370,550 4.32 Exercised (79,151 ) 3.08 Forfeited (129,168 ) 7.20 Outstanding as of June 30, 2019 5,576,456 $ 6.22 8.23 $ 1,086 Options exercisable at June 30, 2019 2,253,599 $ 5.16 7.36 $ 1,040 Vested and expected to vest at June 30, 2019 5,576,456 $ 6.22 8.23 $ 1,086 The weighted average grant-date fair value per share of stock options granted during the six months ended June 30, 2019 and year ended December 31, 2018 was $2.89 and $7.47, respectively. As of June 30, 2019 and December 31, 2018, there were outstanding stock options held by non-employees for the purchase of 278,735 and 317,957 shares of common stock, respectively, with service-based vesting conditions. 2018 Employee Stock Purchase Plan On April 3, 2018, the Company’s stockholders approved the 2018 Employee Stock Purchase Plan (the “ESPP”), which became effective on April 18, 2018, the date on which the registration statement for the Company’s initial public offering was declared effective. A total of 256,818 shares of common stock were initially reserved for issuance under this plan. In addition, the number of shares of common stock that may be issued under the ESPP automatically increased on January 1, 2019, and shall increase each January 1 thereafter through January 1, 2028, by the lesser of (i) 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 and (ii) such lesser number of shares as determined by the administrator of the Company’s ESPP. As of June 30, 2019, a total of 534,544 shares of common stock were reserved for issuance under this plan. Stock-Based Compensation The Company recorded stock-based compensation expense related to stock options and restricted stock awards in the following expense categories of its statements of operations and comprehensive loss: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Research and development expenses $ 607 $ 800 $ 1,172 $ 1,641 General and administrative expenses 878 690 1,708 1,140 $ 1,485 $ 1,490 $ 2,880 $ 2,781 As of June 30, 2019, the Company had an aggregate of $15,776 of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 2.26 years. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | 9. Net Income (Loss) per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Basic net income per share attributable to common stockholders: Numerator: Net income (loss) $ (17,758 ) $ (15,852 ) $ (21,957 ) $ 15,360 Accretion of redeemable convertible preferred stock to redemption value — — — (11 ) Net income attributable to redeemable convertible preferred stockholders — — — (7,077 ) Net income (loss) attributable to common stockholders $ (17,758 ) $ (15,852 ) $ (21,957 ) $ 8,272 Denominator: Weighted average commons shares outstanding — basic 27,845,136 21,595,586 27,835,471 12,213,717 Net income (loss) per share attributable to common stockholders — basic $ (0.64 ) $ (0.73 ) $ (0.79 ) $ 0.68 Diluted net income per share attributable to common stockholders: Numerator: Net income (loss) $ (17,758 ) $ (15,852 ) $ (21,957 ) $ 15,360 Accretion of redeemable convertible preferred stock to redemption value $ — $ — $ — $ (11 ) Net income attributable to redeemable convertible preferred stockholders $ — $ — $ — $ (7,077 ) Net income (loss) attributable to common stockholders $ (17,758 ) $ (15,852 ) $ (21,957 ) $ 8,272 Denominator: Weighted average commons shares outstanding — basic 27,845,136 21,595,586 27,835,471 12,213,717 Dilutive effect of common stock equivalents — — — 1,591,663 Weighted average common shares outstanding - diluted 27,845,136 21,595,586 27,835,471 13,805,380 Net income (loss) per share attributable to common stockholders — diluted (0.64 ) (0.73 ) (0.79 ) 0.60 There were no outstanding common stock equivalents that had an anti-dilutive impact on net income per share attributable to common stockholders for the three and six months ended June 30, 2019 or for the three months ended June 30, 2018. Stock options for the purchase of 727,552 weighted average shares were excluded from the computation of diluted net income per share attributable to common stockholders for the six months ended June 30, 2018 because those options had an anti-dilutive impact due to the assumed proceeds per share using the treasury stock method being greater than the average fair value of the Company’s common shares for those periods. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company did not provide for any income taxes for the three and six months ended June 30, 2019 or 2018. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of June 30, 2019 and December 31, 2018. Management reevaluates the positive and negative evidence at each reporting period. As of June 30, 2019 and December 31, 2018, the Company had no accrued interest or tax penalties recorded. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company is currently under examination by the Internal Revenue Service ("IRS") for the period ended December 31, 2016. The Company's tax years are still open under statute from 2015 to present. All years may be examined to the extent the tax credit or net operating loss carryforwards are used in future periods. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | 11. Leases The Company leases real estate, primarily its corporate headquarters in Cambridge, Massachusetts. The Company’s leases have remaining terms ranging from less than 1 year to 10 years. Certain leases include options to renew, exercised at the Company’s sole discretion, with renewal terms that can extend the lease five years. The Company evaluated the renewal options in its leases to determine if it was reasonably certain that the renewal option would be exercised, and therefore should be included in the calculation of the operating lease assets and operating lease liabilities. Given the Company’s current business structure, uncertainty of future growth, and the associated impact to real estate, the Company concluded that it is not reasonably certain that the renewal option related to its corporate headquarters would be exercised, however, for leases it determined the renewal option was probable to be exercised, the Company included the renewal period in the calculation of the operating lease right-of-use With the adoption of the new leasing standard, the Company has recorded a right-of-use asset and corresponding lease liability, by calculating the present value of future lease payments, discounted at either 9.5% or 10.5%, the Company’s incremental borrowing rates, over the expected term. The right-of-use asset is reduced by any lease incentives received and the legacy deferred rent balance. The components of the Company’s lease expense are as follows: Lease Costs Classification Three months ended June 30, 2019 Six months ended June 30, 2019 Operating lease cost R&D Expense 572 1,158 G&A Expense 237 461 Variable lease costs (1) R&D Expense 169 341 G&A Expense 70 136 Total lease cost 1,048 2,096 Weighted-average remaining lease term (in months) 121.6 Weighted-average discount rate 10.4 % (1) Variable lease costs include certain additional charges for operating costs, including insurance, maintenance, taxes, utilities, and other costs incurred, which are billed based on both usage and as a percentage of the Company’s share of total square footage. Short term lease costs are immaterial. Cash paid for amounts included in the measurement of the Company’s operating lease liabilities was $1,038 and $2,069 for the three and six months ended June 30, 2019, respectively. As of June 30, 2019, the maturities of the Company’s operating lease liabilities were as follows: Year Ending December 31, 2019 1,600 2020 4,922 2021 5,831 2022 5,468 2023 5,410 Thereafter 37,573 Total future lease payments 60,804 Less: Interest (39,647 ) Present value of future lease payments (lease liability) $ 21,157 Future minimum lease payments for the Company’s operating leases as of December 31, 2018 were as follows: Year Ending December 31, 2019 2,546 2020 4,258 2021 5,716 2022 5,292 2023 5,376 Thereafter 37,573 $ 60,761 Prior to the adoption of ASU 2016-02 and for the three and six months ended June 30, 2018, the Company recognized rent expense on a straight-line basis over the lease period and recorded deferred rent expense for rent expense incurred but not yet paid. The Company also recorded deferred rent attributable to cash incentives received under its lease agreements which were amortized to rent expense over the lease term. During the three and six months ended June 30, 2018, the Company recognized total rent expense of $677 and $1,337, respectively. Sublease payments received from a third-party tenant under a sublease that expired in March 2018 were $4 and $228 for the three and six months ended June 30, 2018 and were recorded as reduction of rent expense. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Legal Proceedings The Company is not currently party to 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 its legal proceedings. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Novartis Institutes for BioMedical Research, Inc. Novartis is a related party because it is a greater than 5% stockholder of the Company. In January 2016, the Company entered into the Collaboration Agreement and sold 2,000,000 shares of its Series A-1 preferred stock to Novartis for gross proceeds of $13,500. In addition, concurrent with the Company’s initial public offering of common stock, the Company issued Novartis 766,666 shares of its common stock at $15.00 per share, for proceeds of $11,500 in a private placement. During the three and six months ended June 30, 2019, the Company recognized $143 and $14,577 of collaboration revenue under the Collaboration Agreement, respectively. As of June 30, 2019 and 2018, no amounts were due from Novartis. During the six months ended June 30, 2019, the Company made no cash payments to Novartis related to the Collaboration Agreement. During the six months ended June 30, 2018, the Company made a payment of $3,437 to Novartis for the reimbursement of manufacturing costs incurred by Novartis prior to December 31, 2017. Research Agreement with Vaccinex, Inc. On November 30, 2017, the Company entered into an agreement with Vaccinex, Inc. (“Vaccinex”) whereby Vaccinex will use its technology to assist the Company with identifying and selecting experimental human monoclonal antibodies against targets selected by the Company. The Company’s Chief Executive Officer is a member of the board of directors of Vaccinex. During the three and six months ended June 30, 2019, the Company paid Vaccinex an aggregate of $94 and $177 relating to the agreement. During the three and six months ended June 30, 2018, the Company paid Vaccinex an aggregate of $69 relating to the agreement. The amount of the payment was recognized as research and development expense. There was no amount due by the Company to Vaccinex as of June 30, 2019. The amount due by the Company to Vaccinex as of June 30, 2018 was $64. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary, Surface Securities Corporation, a Massachusetts corporation, after elimination of all intercompany accounts and transactions. The accounting policies followed in the preparation of the interim condensed consolidated financial statements are consistent in all material respects with those presented in Note 2 to the financial statements included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2019, except for the Company’s adoption of the new leasing standard as discussed below. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses, and the valuation of stock-based awards. 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 could differ from the Company’s estimates. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Many lease agreements include the option to renew or extend the lease term. The exercise of lease renewal options or extensions is at the Company’s sole discretion, and are only included in the calculation of the operating lease ROU asset and operating lease liability when it is reasonably certain that the Company would exercise such options. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which it calculates based on the credit quality of the Company, and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. The components of a lease are split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). Then the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on fair values to the lease components and non-lease components. Although separation of lease and non-lease components is required, certain practical expedients are available to entities. Entities electing the practical expedient would not separate lease and non-lease components. Rather, they would account for each lease component and the related non-lease component together as a single component. The Company’s facilities operating leases have lease and non-lease components to which the Company has elected to apply the practical expedient and account for each lease component and related non-lease component as one single component. The Company also elected the package of practical expedients, which, among other things, allows the Company to carry forward prior conclusions related to whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases and initial direct costs for existing leases. The Company also made an accounting policy election not to recognize leases with an initial term of 12 months or less within its condensed consolidated balance sheets and to recognize those lease payments on a straight-line basis in its condensed consolidated statements of operations and comprehensive income (loss) over the lease term. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying condensed consolidated balance sheet as of June 30, 2019, the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2019 and 2018, the condensed consolidated statements of cash flows for the six months ended June 30, 2019 and 2018, and the condensed consolidated statement of redeemable convertible preferred stock and stockholders’ equity (deficit) for the three and six months ended June 30, 2019 and 2018 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2019 and the results of its operations and its cash flows for the six months ended June 30, 2019 and 2018. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2019 and 2018 are also unaudited. The results for the three and six months ended June 30, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019, any other interim periods, or any future year period. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2016-02, Leases “Codification Improvements to Topic 842, Leases” The Company adopted ASC 842 using the modified retrospective approach with an effective date of January 1, 2019 for leases that existed on that date. Prior period results continue to be presented under ASC 840 based on the accounting standards originally in effect for such periods. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allows the Company to carry forward the historical lease classification. In connection with the adoption of ASC 842, the Company recorded an impact of $16,672 on its assets and $21,708 on its liabilities for the recognition of operating lease right-of-use-assets and operating lease liabilities, respectively, which are primarily related to the lease of the Company’s corporate headquarters in Cambridge, Massachusetts. The adoption of ASC 842 did not have a material impact on the Company’s results of operations or cash flows. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part 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 The Company adopted . The adoption of this guidance did not have a material impact on the Company's financial position or its results of operations. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The new standard simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company adopted ASU 2018-07 . As a result of adopting this standard, the fair value of outstanding nonemployee awards as of December 31, 2018 will no longer be remeasured each reporting period. All future expense related to these awards will be recorded based on the fair value measured as of January 1, 2019. The adoption of this guidance did not have a material impact of the Company’s consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, (“ASU 2018-13”). In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Marketable Securities [Abstract] | |
Summary of Fair Value of Available-for-sale Marketable Debt Securities by Type of Security | As of June 30, 2019, the fair value of available-for-sale marketable debt securities by type of security was as follows: June 30, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities: U.S. Treasury notes $ 62,954 $ 120 $ — $ 63,074 U.S. Government agency bonds 22,401 61 — 22,462 Corporate bonds 3,010 — (7 ) 3,003 $ 88,365 $ 181 $ (7 ) $ 88,539 As of December 31, 2018, the fair value of available-for-sale marketable debt securities by type of security was as follows: December 31, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities: U.S. Treasury notes $ 62,866 $ — $ (24 ) $ 62,842 U.S. Government agency bonds 2,900 — (15 ) 2,885 Corporate bonds 10,276 — (80 ) 10,196 $ 76,042 $ — $ (119 ) $ 75,923 |
Summary of Available-for-sale Debt Securities by Contractual Maturity | The amortized cost and fair value of the Company’s available-for-sale debt securities by contractual maturity are summarized as follows: June 30, 2019 Amortized Cost Fair Value Maturing in one year or less $ 81,398 $ 81,536 Maturing after one year but less than two years 6,967 7,003 $ 88,365 $ 88,539 The amortized cost and fair value of the Company’s available-for-sale securities by contractual maturity are summarized as follows: December 31, 2018 Amortized Cost Fair Value Maturing in one year or less $ 76,042 $ 75,923 $ 76,042 $ 75,923 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of June 30, 2019 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 24,840 $ — $ — $ 24,840 Marketable securities: U.S. Treasury notes — 22,462 — 22,462 U.S. Government agency bonds — 63,074 — 63,074 Corporate bonds — 3,003 — 3,003 $ 24,840 $ 88,539 $ — $ 113,379 Fair Value Measurements as of December 31, 2018 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 77,737 $ — $ — $ 77,737 Marketable securities: U.S. Treasury notes — 62,842 — $ 62,842 U.S. Government agency bonds — 2,885 — 2,885 Corporate bonds — 10,196 — 10,196 $ 77,737 $ 75,923 $ — $ 153,660 |
Collaboration Agreement with _2
Collaboration Agreement with Novartis (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Collaboration Revenue Related Party | For the three and six months ended June 30, 2019 and 2018, the Company recognized the following totals of collaboration revenue – related party: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Collaboration revenue - related party $ 143 $ 2,428 $ 14,577 $ 47,923 |
Summary of Changes in Contract Assets and Liabilities | The following table presents changes in the Company’s contract assets and liabilities during the six months ended June 30, 2019: December 31, 2018 Additions Deductions June 30, 2019 Contract liabilities (1) Total deferred revenue - related party $ 53,952 $ — $ (14,577 ) $ 39,375 (1) Additions to contract liabilities relate to consideration from Novartis during the reporting period. Deductions to contract liabilities relate to deferred revenue recognized as revenue during the reporting period. |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since January 1, 2019: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of December 31, 2018 4,414,225 $ 6.79 8.29 $ 2,031 Granted 1,370,550 4.32 Exercised (79,151 ) 3.08 Forfeited (129,168 ) 7.20 Outstanding as of June 30, 2019 5,576,456 $ 6.22 8.23 $ 1,086 Options exercisable at June 30, 2019 2,253,599 $ 5.16 7.36 $ 1,040 Vested and expected to vest at June 30, 2019 5,576,456 $ 6.22 8.23 $ 1,086 |
Summary of Stock-Based Compensation Expense Related to Stock Options and Restricted Stock Awards | The Company recorded stock-based compensation expense related to stock options and restricted stock awards in the following expense categories of its statements of operations and comprehensive loss: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Research and development expenses $ 607 $ 800 $ 1,172 $ 1,641 General and administrative expenses 878 690 1,708 1,140 $ 1,485 $ 1,490 $ 2,880 $ 2,781 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Basic net income per share attributable to common stockholders: Numerator: Net income (loss) $ (17,758 ) $ (15,852 ) $ (21,957 ) $ 15,360 Accretion of redeemable convertible preferred stock to redemption value — — — (11 ) Net income attributable to redeemable convertible preferred stockholders — — — (7,077 ) Net income (loss) attributable to common stockholders $ (17,758 ) $ (15,852 ) $ (21,957 ) $ 8,272 Denominator: Weighted average commons shares outstanding — basic 27,845,136 21,595,586 27,835,471 12,213,717 Net income (loss) per share attributable to common stockholders — basic $ (0.64 ) $ (0.73 ) $ (0.79 ) $ 0.68 Diluted net income per share attributable to common stockholders: Numerator: Net income (loss) $ (17,758 ) $ (15,852 ) $ (21,957 ) $ 15,360 Accretion of redeemable convertible preferred stock to redemption value $ — $ — $ — $ (11 ) Net income attributable to redeemable convertible preferred stockholders $ — $ — $ — $ (7,077 ) Net income (loss) attributable to common stockholders $ (17,758 ) $ (15,852 ) $ (21,957 ) $ 8,272 Denominator: Weighted average commons shares outstanding — basic 27,845,136 21,595,586 27,835,471 12,213,717 Dilutive effect of common stock equivalents — — — 1,591,663 Weighted average common shares outstanding - diluted 27,845,136 21,595,586 27,835,471 13,805,380 Net income (loss) per share attributable to common stockholders — diluted (0.64 ) (0.73 ) (0.79 ) 0.60 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of the Company’s lease expense are as follows: Lease Costs Classification Three months ended June 30, 2019 Six months ended June 30, 2019 Operating lease cost R&D Expense 572 1,158 G&A Expense 237 461 Variable lease costs (1) R&D Expense 169 341 G&A Expense 70 136 Total lease cost 1,048 2,096 Weighted-average remaining lease term (in months) 121.6 Weighted-average discount rate 10.4 % (1) Variable lease costs include certain additional charges for operating costs, including insurance, maintenance, taxes, utilities, and other costs incurred, which are billed based on both usage and as a percentage of the Company’s share of total square footage. Short term lease costs are immaterial. |
Schedule of Maturities of Operating Lease Liabilities | As of June 30, 2019, the maturities of the Company’s operating lease liabilities were as follows: Year Ending December 31, 2019 1,600 2020 4,922 2021 5,831 2022 5,468 2023 5,410 Thereafter 37,573 Total future lease payments 60,804 Less: Interest (39,647 ) Present value of future lease payments (lease liability) $ 21,157 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments for the Company’s operating leases as of December 31, 2018 were as follows: Year Ending December 31, 2019 2,546 2020 4,258 2021 5,716 2022 5,292 2023 5,376 Thereafter 37,573 $ 60,761 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) | May 01, 2019USD ($) | Apr. 23, 2018USD ($)$ / sharesshares | Apr. 06, 2018 | May 31, 2019USD ($) | Jan. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2018shares | Jun. 30, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
Class Of Stock [Line Items] | ||||||||
State of incorporation | State of Delaware | |||||||
Common stock, issued | 27,851,751 | 27,772,600 | ||||||
Accumulated deficit | $ | $ 88,763,000 | $ 66,806,000 | ||||||
Operating expenses and capital expenditure requirements | 12 months | |||||||
Cash, cash equivalents and marketable securities | $ | $ 126,290,000 | |||||||
Series A and A-1 Redeemable Convertible Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible preferred stock converted into common stock | 16,863,624 | |||||||
Initial Public Offering | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of common stock (in shares) | 7,200,000 | |||||||
Shares issued, price per share | $ / shares | $ 15 | |||||||
Gross proceeds from issuance of common stock | $ | $ 108,000,000 | |||||||
Net proceeds from issuance of common stock | $ | $ 97,209,000 | |||||||
ATM Facility | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, issued | 0 | |||||||
Novartis Institutes for Biomedical Research, Inc. | Novartis Collaboration | Private Placement | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of common stock (in shares) | 766,666 | 766,666 | ||||||
Shares issued, price per share | $ / shares | $ 15 | $ 15 | ||||||
Net proceeds from issuance of common stock | $ | $ 11,500,000 | $ 11,500,000 | ||||||
JonesTrading Institutional Services LLC | ATM Facility | Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Gross proceeds from issuance of common stock | $ | $ 30,000,000 | $ 30,000,000 | ||||||
Percentage of gross proceeds of shares sold for compensation | 3.00% | |||||||
Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Reverse stock split, conversion ratio | 0.4545 | |||||||
Common Stock | Initial Public Offering | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of common stock (in shares) | 7,200,000 | |||||||
Common Stock | Novartis Institutes for Biomedical Research, Inc. | Private Placement | ||||||||
Class Of Stock [Line Items] | ||||||||
Issuance of common stock (in shares) | 766,666 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jan. 01, 2019 | |
Accounting Policies [Abstract] | ||
Operating lease, right-of-use asset | $ 16,094 | $ 16,672 |
Operating lease, right-of-use liabilities | $ 21,708 |
Marketable Securities - Summary
Marketable Securities - Summary of Fair Value of Available-for-sale Marketable Debt Securities by Type of Security (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 88,365 | $ 76,042 |
Gross Unrealized Gains | 181 | |
Gross Unrealized Losses | (7) | (119) |
Fair Value | 88,539 | 75,923 |
Corporate Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 3,010 | 10,276 |
Gross Unrealized Losses | (7) | (80) |
Fair Value | 3,003 | 10,196 |
U.S. Treasury Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 62,954 | 62,866 |
Gross Unrealized Gains | 120 | |
Gross Unrealized Losses | (24) | |
Fair Value | 63,074 | 62,842 |
U.S. Government Agency Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 22,401 | 2,900 |
Gross Unrealized Gains | 61 | |
Gross Unrealized Losses | (15) | |
Fair Value | $ 22,462 | $ 2,885 |
Marketable Securities - Summa_2
Marketable Securities - Summary of Fair Value of Available-for-sale Debt Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Available For Sale Securities [Abstract] | ||
Maturing in one year or less, Amortized Cost | $ 81,398 | $ 76,042 |
Maturing after one year but less than two years, Amortized Cost | 6,967 | |
Amortized Cost | 88,365 | 76,042 |
Maturing in one year or less, Fair Value | 81,536 | 75,923 |
Maturing after one year but less than two years, Fair Value | 7,003 | |
Fair Value | $ 88,539 | $ 75,923 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Available For Sale Securities [Abstract] | ||
Investments in other-than-temporary decline in fair value | $ 0 | $ 0 |
Fair Value of Financial Assets
Fair Value of Financial Assets - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | $ 113,379 | $ 153,660 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 24,840 | 77,737 |
U.S. Treasury Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 22,462 | 62,842 |
U.S. Government Agency Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 63,074 | 2,885 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 3,003 | 10,196 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 24,840 | 77,737 |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 24,840 | 77,737 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 88,539 | 75,923 |
Level 2 | U.S. Treasury Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 22,462 | 62,842 |
Level 2 | U.S. Government Agency Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 63,074 | 2,885 |
Level 2 | Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | $ 3,003 | $ 10,196 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets - Additional Information (Details) - USD ($) | Jun. 30, 2019 | Jun. 30, 2018 |
Fair Value Disclosures [Abstract] | ||
Fair value assets transfers between level 1 to level 2 | $ 0 | $ 0 |
Fair value assets transfers between level 2 to level 1 | 0 | 0 |
Fair value assets transfers between level 1 to level 3 | 0 | 0 |
Fair value assets transfers between level 3 to level 1 | 0 | 0 |
Fair value assets transfers between level 2 to level 3 | 0 | 0 |
Fair value assets transfers between level 3 to level 2 | $ 0 | $ 0 |
Collaboration Agreement with _3
Collaboration Agreement with Novartis - Additional Information (Details) - USD ($) | Apr. 23, 2018 | Feb. 28, 2018 | Dec. 31, 2016 | Jan. 31, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Preferred stock shares issued to related party | 0 | 0 | 0 | |||||||
Proceeds from stock issued to related party in private placement | $ 11,500,000 | |||||||||
Collaboration revenue - related party | $ 143,000 | $ 2,428,000 | $ 14,577,000 | 47,923,000 | ||||||
ASU 2014-09 | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Collaboration revenue - related party | 14,577,000 | 47,923,000 | ||||||||
Novartis | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Payment for reimbursement of manufacturing costs incurred | 0 | 3,437,000 | ||||||||
Novartis Collaboration | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Proceeds from collaboration arrangement | $ 5,000,000 | |||||||||
Revenue performance obligation | 39,375,000 | 39,375,000 | ||||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Payment for reimbursement of manufacturing costs incurred | 0 | $ 3,437,000 | ||||||||
Collaboration revenue - related party | $ 143,000 | 14,577,000 | ||||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | ASU 2014-09 | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Proceeds from collaboration arrangement | $ 45,000,000 | $ 5,000,000 | ||||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Up Front Payment Arrangement | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Proceeds from collaboration arrangement | $ 70,000,000 | |||||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Milestone Payment | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Potential milestones payment | 220,000,000 | |||||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Minimum | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Percentage of share holding | 5.00% | |||||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Minimum | Milestone Payment | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Potential milestones payment | $ 500,000,000 | |||||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Maximum | Option Purchase and Purchase Exercise Payment | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Maximum aggregate amount of potential option purchase, option exercise and milestone payments to be received | $ 20,000,000 | |||||||||
Novartis Collaboration | Series A One Redeemable Convertible Preferred Stock | Novartis Institutes for Biomedical Research, Inc. | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Preferred stock shares issued to related party | 2,000,000 | |||||||||
Novartis Collaboration | Private Placement | Novartis Institutes for Biomedical Research, Inc. | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Common stock shares issued to related party | 766,666 | 766,666 | ||||||||
Share price | $ 15 | |||||||||
Proceeds from stock issued to related party in private placement | $ 11,500,000 |
Collaboration Agreement with _4
Collaboration Agreement with Novartis - Schedule of Collaboration Revenue Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Collaboration revenue - related party | $ 143 | $ 2,428 | $ 14,577 | $ 47,923 |
ASU 2014-09 | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Collaboration revenue - related party | $ 14,577 | $ 47,923 |
Collaboration Agreement with _5
Collaboration Agreement with Novartis - Summary of Changes in Contract Assets and Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Change In Contract With Customer Asset And Liability [Abstract] | |
Deferred revenue - Beginning balance | $ 53,952 |
Deferred revenue - Deductions | (14,577) |
Deferred revenue - Ending balance | $ 39,375 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - Additional Information (Details) | Apr. 23, 2018shares |
Series A and A-1 Redeemable Convertible Preferred Stock | |
Temporary Equity [Line Items] | |
Convertible preferred stock converted into common stock | 16,863,624 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Details) | May 01, 2019USD ($) | Apr. 23, 2018USD ($)$ / sharesshares | May 31, 2019USD ($) | Jan. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2019USD ($)Vote$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Subsidiary Sale Of Stock [Line Items] | ||||||
Common stock, authorized | shares | 150,000,000 | 150,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Number of votes entitled by each share of common stock holder | Vote | 1 | |||||
Common stock voting rights | Each share of common stock entitles the holder to one vote | |||||
Dividends, declared or paid | $ 0 | |||||
Total reserved | shares | 17,392,681 | 6,083,202 | ||||
Initial Public Offering | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | shares | 7,200,000 | |||||
Shares issued, price per share | $ / shares | $ 15 | |||||
Gross proceeds from issuance of common stock | $ 108,000,000 | |||||
Net proceeds from issuance of common stock | $ 97,209,000 | |||||
JonesTrading Institutional Services LLC | ATM Facility | Maximum | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Gross proceeds from issuance of common stock | $ 30,000,000 | $ 30,000,000 | ||||
Novartis Institutes for Biomedical Research, Inc. | Private Placement | Novartis Collaboration | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | shares | 766,666 | 766,666 | ||||
Shares issued, price per share | $ / shares | $ 15 | $ 15 | ||||
Net proceeds from issuance of common stock | $ 11,500,000 | $ 11,500,000 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 03, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
2018 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized stock-based compensation cost | $ 15,776 | ||
Unrecognized stock-based compensation cost, weighted-average period | 2 years 3 months 3 days | ||
Employee Stock Option | Non-Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares of common stock converted under option plan | 278,735 | 317,957 | |
2014 Plan | Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of exercise price per share of stock options to fair market value of share of common stock | 100.00% | ||
Stock options granted expiry period | 10 years | ||
Weighted average grant-date fair value per share of stock options granted | $ 2.89 | $ 7.47 | |
2018 Stock Option and Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares of common stock to be issued | 1,545,454 | ||
Percentage of authorized number of shares of common stock outstanding | 4.00% | ||
Number of shares of common stock converted under option plan | 5,576,456 | 4,414,225 | |
2018 Stock Option and Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of common stock shares available for further issuance | 1,281,681 | ||
2018 Stock Option and Incentive Plan | 2018 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares of common stock to be issued | 256,818 | 534,544 | |
Percentage of authorized number of shares of common stock outstanding | 1.00% | ||
2014 Plan and 2018 Plan | Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options granted expiry period | 10 years | ||
Stock options granted vesting period | 4 years |
Stock-Based Awards - Summary of
Stock-Based Awards - Summary of Stock Option Activity (Details) - 2018 Stock Option and Incentive Plan $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding beginning balance | shares | 4,414,225 | |
Number of Shares, Granted | shares | 1,370,550 | |
Number of Shares, Exercised | shares | (79,151) | |
Number of Shares, Forfeited | shares | (129,168) | |
Number of Shares, Outstanding ending balance | shares | 5,576,456 | 4,414,225 |
Number of Shares, Options exercisable at June 30, 2019 | shares | 2,253,599 | |
Number of Shares, Vested and expected to vest at June 30, 2019 | shares | 5,576,456 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares | $ 6.79 | |
Weighted Average Exercise Price, Granted | $ / shares | 4.32 | |
Weighted Average Exercise Price, Exercised | $ / shares | 3.08 | |
Weighted Average Exercise Price, Forfeited | $ / shares | 7.20 | |
Weighted Average Exercise Price, Outstanding ending balance | $ / shares | 6.22 | $ 6.79 |
Weighted Average Exercise Price, Options exercisable at June 30, 2019 | $ / shares | 5.16 | |
Weighted Average Exercise Price, Vested and expected to vest at June 30, 2019 | $ / shares | $ 6.22 | |
Weighted Average Remaining Contractual Term (in years), Outstanding | 8 years 2 months 23 days | 8 years 3 months 15 days |
Weighted Average Remaining Contractual Term (in years), Options exercisable | 7 years 4 months 9 days | |
Weighted Average Remaining Contractual Term (in years), Vested and expected to vest | 8 years 2 months 23 days | |
Aggregate Intrinsic Value | $ | $ 1,086 | $ 2,031 |
Aggregate Intrinsic Value, Options exercisable at June 30, 2019 | $ | 1,040 | |
Aggregate Intrinsic Value, Vested and expected to vest at June 30, 2019 | $ | $ 1,086 |
Stock-Based Awards - Summary _2
Stock-Based Awards - Summary of Stock-Based Compensation Expense Related to Stock Options and Restricted Stock Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,485 | $ 1,490 | $ 2,880 | $ 2,781 |
Research and Development Expenses | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 607 | 800 | 1,172 | 1,641 |
General and Administrative Expenses | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 878 | $ 690 | $ 1,708 | $ 1,140 |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||||
Net income (loss) | $ (17,758) | $ (4,199) | $ (15,852) | $ 31,212 | $ (21,957) | $ 15,360 |
Accretion of redeemable convertible preferred stock to redemption value | (11) | |||||
Net income attributable to redeemable convertible preferred stockholders | (7,077) | |||||
Net income (loss) attributable to common stockholders | $ (17,758) | $ (15,852) | $ (21,957) | $ 8,272 | ||
Denominator: | ||||||
Weighted average common shares outstanding— basic | 27,845,136 | 21,595,586 | 27,835,471 | 12,213,717 | ||
Net income (loss) per share attributable to common stockholders— basic | $ (0.64) | $ (0.73) | $ (0.79) | $ 0.68 | ||
Numerator: | ||||||
Net income (loss) | $ (17,758) | $ (4,199) | $ (15,852) | $ 31,212 | $ (21,957) | $ 15,360 |
Accretion of redeemable convertible preferred stock to redemption value | (11) | |||||
Net income attributable to redeemable convertible preferred stockholders | (7,077) | |||||
Net income (loss) attributable to common stockholders | $ (17,758) | $ (15,852) | $ (21,957) | $ 8,272 | ||
Denominator: | ||||||
Weighted average common shares outstanding— basic | 27,845,136 | 21,595,586 | 27,835,471 | 12,213,717 | ||
Dilutive effect of common stock equivalents | 1,591,663 | |||||
Weighted average common shares outstanding - diluted | 27,845,136 | 21,595,586 | 27,835,471 | 13,805,380 | ||
Net income (loss) per share attributable to common stockholders— diluted | $ (0.64) | $ (0.73) | $ (0.79) | $ 0.60 |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares excluded from computation of diluted net income per share attributable to common stockholders | 0 | 0 | 0 | 727,552 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||||
Income tax provision or benefit | $ 0 | $ 0 | $ 0 | $ 0 | |
Interest and penalties accrued | $ 0 | $ 0 | $ 0 | ||
Income tax examination, description | The Company is currently under examination by the Internal Revenue Service ("IRS") for the period ended December 31, 2016. The Company's tax years are still open under statute from 2015 to present. All years may be examined to the extent the tax credit or net operating loss carryforwards are used in future periods | ||||
Earliest Tax Year | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax year remain open | 2015 | ||||
Internal Revenue Service (IRS) | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income tax examination, year under examination | 2016 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Lease Agreements [Line Items] | ||||
Cash paid for lease liabilities | $ 1,038 | $ 2,069 | ||
Total rent expense | $ 677 | $ 1,337 | ||
Operating sublease, expiration period | 2018-03 | |||
Sublease payments received from third-party tenant | $ 4 | $ 228 | ||
MASSACHUSETTS | ||||
Lease Agreements [Line Items] | ||||
Renewal terms of lease | 5 years | 5 years | ||
MASSACHUSETTS | Minimum | ||||
Lease Agreements [Line Items] | ||||
Lease term | 1 year | 1 year | ||
Operating lease, discount rate | 9.50% | 9.50% | ||
MASSACHUSETTS | Maximum | ||||
Lease Agreements [Line Items] | ||||
Lease term | 10 years | 10 years | ||
Operating lease, discount rate | 10.50% | 10.50% |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |||
Lease Agreements [Line Items] | ||||
Operating lease cost | $ 578 | |||
Total lease cost | $ 1,048 | $ 2,096 | ||
Weighted-average remaining lease term (in months) | 121 months 18 days | 121 months 18 days | ||
Weighted-average discount rate | 10.40% | 10.40% | ||
Research and Development Expenses | ||||
Lease Agreements [Line Items] | ||||
Operating lease cost | $ 572 | $ 1,158 | ||
Variable lease costs | 169 | [1] | 341 | [1] |
General and Administrative Expenses | ||||
Lease Agreements [Line Items] | ||||
Operating lease cost | 237 | 461 | ||
Variable lease costs | $ 70 | $ 136 | ||
[1] | Variable lease costs include certain additional charges for operating costs, including insurance, maintenance, taxes, utilities, and other costs incurred, which are billed based on both usage and as a percentage of the Company’s share of total square footage. Short term lease costs are immaterial. |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 1,600 |
2020 | 4,922 |
2021 | 5,831 |
2022 | 5,468 |
2023 | 5,410 |
Thereafter | 37,573 |
Total future lease payments | 60,804 |
Less: Interest | (39,647) |
Present value of future lease payments (lease liability) | $ 21,157 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 2,546 |
2020 | 4,258 |
2021 | 5,716 |
2022 | 5,292 |
2023 | 5,376 |
Thereafter | 37,573 |
Total operating leases | $ 60,761 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Apr. 23, 2018 | Jan. 31, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||
Preferred stock shares issued to related party | 0 | 0 | 0 | ||||
Proceeds from private placement | $ 11,500,000 | ||||||
Collaboration revenue | $ 143,000 | $ 2,428,000 | $ 14,577,000 | 47,923,000 | |||
Novartis Institutes for Biomedical Research, Inc. | Novartis Collaboration | |||||||
Related Party Transaction [Line Items] | |||||||
Collaboration revenue | 143,000 | 14,577,000 | |||||
Amounts due from related party | 0 | 0 | 0 | 0 | |||
Payment for reimbursement of manufacturing costs incurred | 0 | 3,437,000 | |||||
Novartis Institutes for Biomedical Research, Inc. | Novartis Collaboration | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of share holding | 5.00% | ||||||
Novartis Institutes for Biomedical Research, Inc. | Novartis Collaboration | Series A One Redeemable Convertible Preferred Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Preferred stock shares issued to related party | 2,000,000 | ||||||
Gross proceeds from issuance of preference stock | $ 13,500,000 | ||||||
Novartis Institutes for Biomedical Research, Inc. | Novartis Collaboration | Private Placement | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock shares issued to related party | 766,666 | 766,666 | |||||
Share price | $ 15 | ||||||
Proceeds from private placement | $ 11,500,000 | ||||||
Vaccinex, Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party | 0 | 64,000 | 0 | 64,000 | |||
Vaccinex, Inc. | Research and Development Expenses | |||||||
Related Party Transaction [Line Items] | |||||||
Payments to related party | $ 94,000 | $ 69,000 | $ 177,000 | $ 69,000 |