Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 06, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-38459 | |
Entity Registrant Name | SURFACE ONCOLOGY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-5543980 | |
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 | |
Title of 12(b) Security | Common stock, $0.0001 | |
Trading Symbol | SURF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,906,066 | |
Entity Central Index Key | 0001718108 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 93,125 | $ 46,755 |
Marketable securities | 19,414 | 58,406 |
Prepaid expenses and other current assets | 5,041 | 2,765 |
Total current assets | 117,580 | 107,926 |
Property and equipment, net | 6,456 | 7,286 |
Operating lease right-of-use asset | 28,831 | 14,858 |
Restricted cash | 1,595 | 1,595 |
Other assets | 64 | 28 |
Total assets | 154,526 | 131,693 |
Current liabilities: | ||
Accounts payable | 530 | 3,384 |
Accrued expenses and other current liabilities | 5,250 | 8,012 |
Deferred revenue - related party | 0 | 4,916 |
Operating lease liability | 4,797 | 2,962 |
Total current liabilities | 10,577 | 19,274 |
Deferred revenue - related party, non-current | 0 | 33,676 |
Operating lease liability, non-current | 29,692 | 16,968 |
Convertible note payable, non-current | 15,486 | 5,109 |
Other liabilities | 1,100 | 0 |
Total liabilities | 56,855 | 75,027 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, value, outstanding | 0 | 0 |
Common stock, value, outstanding | 4 | 3 |
Additional paid-in capital | 211,445 | 178,155 |
Accumulated other comprehensive income | 54 | 103 |
Accumulated deficit | (113,832) | (121,595) |
Total stockholders’ equity | 97,671 | 56,666 |
Total liabilities and stockholders’ equity | $ 154,526 | $ 131,693 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, issued (in shares) | 39,257,213 | 27,893,337 |
Common stock, outstanding (in shares) | 39,257,213 | 27,893,337 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Collaboration revenue - related party | $ 0 | $ 143 | $ 38,592 | $ 14,577 |
Type of Revenue [Extensible List] | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | ||
Operating expenses: | ||||
Research and development | 9,548 | 13,236 | $ 20,836 | $ 27,545 |
General and administrative | 4,995 | 5,417 | 9,782 | 10,510 |
Total operating expenses | 14,543 | 18,653 | 30,618 | 38,055 |
Income (loss) from operations | (14,543) | (18,510) | 7,974 | (23,478) |
Interest and other income, net | (264) | 752 | (211) | 1,521 |
Net income (loss) | $ (14,807) | $ (17,758) | $ 7,763 | $ (21,957) |
Net income (loss) per share attributable to common stockholders— basic (in dollars per share) | $ (0.44) | $ (0.64) | $ 0.25 | $ (0.79) |
Weighted average commons shares outstanding — basic (in shares) | 33,418,412 | 27,845,136 | 30,697,779 | 27,835,471 |
Net income (loss) per share attributable to common stockholders— diluted (in dollars per share) | $ (0.44) | $ (0.64) | $ 0.24 | $ (0.79) |
Weighted average common shares outstanding— diluted (in shares) | 33,418,412 | 27,845,136 | 33,763,452 | 27,835,471 |
Comprehensive income (loss): | ||||
Net income (loss) | $ (14,807) | $ (17,758) | $ 7,763 | $ (21,957) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on marketable securities | (116) | 169 | (49) | 293 |
Comprehensive income (loss) | $ (14,923) | $ (17,589) | $ 7,714 | $ (21,664) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Marketable securities tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2018 | $ 102,862 | $ 3 | $ 169,784 | $ (119) | $ (66,806) |
Beginning balance (in shares) at Dec. 31, 2018 | 27,772,600 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options | 211 | 211 | |||
Issuance of common stock upon exercise of stock options (in shares) | 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 (in shares) at Mar. 31, 2019 | 27,830,682 | ||||
Beginning balance at Dec. 31, 2018 | 102,862 | $ 3 | 169,784 | (119) | (66,806) |
Beginning balance (in shares) at Dec. 31, 2018 | 27,772,600 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
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 (in shares) at Jun. 30, 2019 | 27,851,751 | ||||
Beginning balance at Mar. 31, 2019 | 100,393 | $ 3 | 171,390 | 5 | (71,005) |
Beginning balance (in shares) at Mar. 31, 2019 | 27,830,682 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options | 33 | 33 | |||
Issuance of common stock upon exercise of stock options (in shares) | 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 (in shares) at Jun. 30, 2019 | 27,851,751 | ||||
Beginning balance at Dec. 31, 2019 | $ 56,666 | $ 3 | 178,155 | 103 | (121,595) |
Beginning balance (in shares) at Dec. 31, 2019 | 27,893,337 | 27,893,337 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options | $ 10 | 10 | |||
Issuance of common stock upon exercise of stock options (in shares) | 27,832 | ||||
Issuance of common stock under stock purchase plan | 83 | 83 | |||
Issuance of common stock under stock purchase plan (in shares) | 49,025 | ||||
Issuance of common stock upon public offering, net of issuance costs | 320 | 320 | |||
Issuance of common stock upon public offering, net of issuance costs (in shares) | 91,003 | ||||
Stock-based compensation expense | 1,850 | 1,850 | |||
Unrealized gain (loss) on marketable securities | 67 | 67 | |||
Net income (loss) | 22,570 | 22,570 | |||
Ending balance at Mar. 31, 2020 | 81,566 | $ 3 | 180,418 | 170 | (99,025) |
Ending balance (in shares) at Mar. 31, 2020 | 28,061,197 | ||||
Beginning balance at Dec. 31, 2019 | $ 56,666 | $ 3 | 178,155 | 103 | (121,595) |
Beginning balance (in shares) at Dec. 31, 2019 | 27,893,337 | 27,893,337 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Unrealized gain (loss) on marketable securities | $ (49) | ||||
Net income (loss) | 7,763 | ||||
Ending balance at Jun. 30, 2020 | $ 97,671 | $ 4 | 211,445 | 54 | (113,832) |
Ending balance (in shares) at Jun. 30, 2020 | 39,257,213 | 39,257,213 | |||
Beginning balance at Mar. 31, 2020 | $ 81,566 | $ 3 | 180,418 | 170 | (99,025) |
Beginning balance (in shares) at Mar. 31, 2020 | 28,061,197 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options | 262 | 262 | |||
Issuance of common stock upon exercise of stock options (in shares) | 68,426 | ||||
Issuance of common stock upon public offering, net of issuance costs | 28,766 | $ 1 | 28,765 | ||
Issuance of common stock upon public offering, net of issuance costs (in shares) | 11,127,590 | ||||
Stock-based compensation expense | 2,000 | 2,000 | |||
Unrealized gain (loss) on marketable securities | (116) | (116) | |||
Net income (loss) | (14,807) | (14,807) | |||
Ending balance at Jun. 30, 2020 | $ 97,671 | $ 4 | $ 211,445 | $ 54 | $ (113,832) |
Ending balance (in shares) at Jun. 30, 2020 | 39,257,213 | 39,257,213 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 7,763 | $ (21,957) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 852 | 871 |
Stock-based compensation expense | 3,850 | 2,880 |
Non-cash interest expense related to note payable | 377 | 0 |
Net amortization of premiums and discounts on marketable securities | (57) | (464) |
Loss on disposal of property and equipment | 1 | 0 |
Non-cash operating lease cost | 1,066 | 578 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,276) | 2,526 |
Other assets | (36) | 29 |
Accounts payable | (2,854) | (897) |
Accrued expenses and other current liabilities | (2,762) | (847) |
Operating lease liability | (480) | (551) |
Other liabilities | 1,100 | 0 |
Deferred revenue - related party | (38,592) | (14,577) |
Net cash used in operating activities | (32,048) | (32,409) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (23) | (1,137) |
Purchases of marketable investments | (650) | (93,459) |
Proceeds from sales or maturities of marketable securities | 39,650 | 81,600 |
Net cash provided by (used in) investing activities | 38,977 | (12,996) |
Cash flows from financing activities: | ||
Proceeds from Convertible Debt | 10,000 | 0 |
Proceeds from issuance of common stock upon public offering, net | 29,086 | 0 |
Proceeds from employee stock purchases | 83 | 0 |
Proceeds from exercise of stock options | 272 | 244 |
Net cash provided by financing activities | 39,441 | 244 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 46,370 | (45,161) |
Cash and cash equivalents and restricted cash at beginning of period | 48,350 | 84,110 |
Cash and cash equivalents and restricted cash at end of period | 94,720 | 38,949 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 346 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Additional right-of-use asset and related lease liability | 15,003 | 0 |
Purchases of property and equipment included in accounts payable and accrued expenses | $ 0 | $ 215 |
Nature of the Business
Nature of the Business | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | 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 May 1, 2019, the Company entered into a Capital on Demand ™ Sales Agreement (the “2019 Sales Agreement”) with JonesTrading Institutional Services LLC (“JonesTrading”) to issue and sell shares of the Company’s common stock of up to $30,000 in gross proceeds, from time to time during the term of the 2019 Sales Agreement, through an “at-the-market” equity offering program under which JonesTrading acted as the Company’s agent and/or principal (the “2019 ATM Facility”). The 2019 ATM Facility provided that JonesTrading was entitled to compensation for its services in an amount of up to 3.0% of the gross proceeds of any shares sold under the 2019 ATM Facility. The Company had no obligation to sell any shares under the 2019 ATM Facility and could, at any time, suspend solicitation and offers under the 2019 Sales Agreement. In the three and six months ended June 30, 2020, the Company sold 11,127,590 and 11,218,593 shares of common stock at-the-market under the 2019 Sales Agreement, resulting in net proceeds of approximately $28,766 and $29,086, respectively. Through June 30, 2020, the Company sold 11,229,174 shares of common stock at-the-market under the 2019 Sales Agreement, resulting in net proceeds of $29,110. As of June 30, 2020, the Company has fully utilized and closed the 2019 ATM Facility. On May 22, 2020, the Company entered into a Capital on Demand ™ Sales Agreement (the “2020 Sales Agreement”) with JonesTrading to issue and sell shares of the Company’s common stock of up to $50,000 in gross proceeds, from time to time during the term of the 2020 Sales Agreement, through an “at-the-market” equity offering program under which JonesTrading will act as the Company’s agent and/or principal (the “2020 ATM Facility”). The 2020 ATM Facility provides that JonesTrading will be entitled to compensation for its services in an amount of up to 3.0% of the gross proceeds of any shares sold under the 2020 ATM Facility. The Company has no obligation to sell any shares under the 2020 ATM Facility and may, at any time, suspend solicitation and offers under the 2020 Sales Agreement. Through June 30, 2020, the Company has not sold any shares of common stock at-the-market under the 2020 Sales Agreement. 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 Institutes for Biomedical Research, Inc. (“Novartis”), issuance of a debt facility with K2 Health Ventures LLC 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, 2020, the Company had an accumulated deficit of $113,832. The Company expects that its operating losses and negative cash flows will continue for the foreseeable future. As of August 11, 2020, the issuance date of this Quarterly Report on Form 10-Q, the Company expects that its cash, cash equivalents and marketable securities of $112,539, will be sufficient to fund its operating expenses, debt service obligations 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. The ongoing global outbreak of the novel coronavirus disease (“COVID-19”) has resulted in significant governmental measures being implemented to control the spread of the virus and while the Company cannot predict their scope or the severity of the outbreak, these developments and measures could materially and adversely affect the Company's business, the Company's results of operations and financial condition. The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business and have taken steps to minimize its impact on the Company's business. Although COVID-19 has not yet had a material adverse impact on our operations and our clinical and preclinical programs, the extent to which COVID-19 ultimately impacts the Company's business, results of operations or financial condition will depend on future developments which are highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak, new information that may emerge concerning the severity of COVID-19 or the effectiveness of actions taken to contain the pandemic or mitigate its impact, among others. Furthermore, for the safety of its employees, the Company has reduced the presence of its scientists in the Company's labs and is relying on third parties to conduct many of the experiments and studies for its research programs. Certain of the Company's third-party service providers have also experienced shutdowns or other business disruptions. As a result, the Company's ability to conduct its business in the manner and on the timelines presently planned could be materially or negatively affected, which could have a material adverse impact on the Company's business, results of operations and financial condition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 10, 2020. 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 and the accrual of research and development expenses. 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. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including clinical trials, will depend on future developments that are highly uncertain, including new information that may emerge concerning COVID-19 and the actions taken to contain it or treat its impact and the economic impact. The Company has made estimates of the impact of COVID-19 within its financial statements and there may be changes to those estimates in future periods. Actual results could differ from the Company’s estimates. Unaudited Interim Financial Information The accompanying condensed consolidated balance sheet as of June 30, 2020, the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2020 and 2019, the condensed consolidated statements of cash flows for the six months ended June 30, 2020 and 2019, and the condensed consolidated statement of stockholders’ equity for the three and six months ended June 30, 2020 and 2019 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, 2020 and the results of its operations and its cash flows for the six months ended June 30, 2020 and 2019. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2020 and 2019 are also unaudited. The results for the three and six months ended June 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020, any other interim periods, or any future year period. Recently Adopted 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 , or ASU 2018-18. ASU 2018-18 makes targeted improvements to generally accepted accounting principles for collaborative arrangements, including: (i) clarification that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606 when the collaborative arrangement participant is a customer in the context of a unit of account, (ii) adding unit-of-account guidance in Topic 808 to align with the guidance in ASC 606, and (iii) a requirement that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under ASC 606 is precluded if the collaborative arrangement participant is not a customer. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. This standard became effective for the Company on January 1, 2020 and the adoption of ASU 2018-18 did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. 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”). The new standard provides for changes to the disclosure requirements for recurring and nonrecurring fair value measurements under Topic 820. Provisions of ASU 2018-13 including changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty are required to be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments in ASU 2018-13 should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, with early adoption permitted. This standard became effective for the Company on January 1, 2020 and did not have a material impact on the Company’s disclosures. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (‘‘ASU 2016-13’’) , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes may result in earlier recognition of credit losses. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , which narrowed the scope and changed the effective date for non-public entities for ASU 2016-13. The FASB subsequently issued supplemental guidance within ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief (‘‘ASU 2019-05’’) . ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For public entities that are Securities and Exchange Commission filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. This standard will be effective for the Company on January 1, 2023. The Company is currently evaluating the potential impact that this standard may have on its condensed consolidated financial statements and related disclosures. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2020 | |
Marketable Securities [Abstract] | |
Marketable Securities | Marketable Securities As of June 30, 2020, the fair value of available-for-sale marketable debt securities by type of security was as follows: June 30, 2020 Amortized Gross Gross Fair Marketable debt securities: U.S. Treasury notes $ 16,347 $ 40 $ — $ 16,387 U.S. Government agency bonds 3,013 14 — 3,027 $ 19,360 $ 54 $ — $ 19,414 The amortized cost and fair value of the Company’s available-for-sale debt securities by contractual maturity are summarized as follows: June 30, 2020 Amortized Fair Maturing in one year or less $ 19,360 $ 19,414 $ 19,360 $ 19,414 As of December 31, 2019, the fair value of available-for-sale marketable debt securities by type of security was as follows: December 31, 2019 Amortized Gross Gross Fair Marketable debt securities: U.S. Treasury notes $ 42,795 $ 73 $ — $ 42,868 U.S. Government agency bonds 15,508 31 (1) $ 15,538 $ 58,303 $ 104 $ (1) $ 58,406 The amortized cost and fair value of the Company’s available-for-sale securities by contractual maturity are summarized as follows: December 31, 2019 Amortized Fair Maturing in one year or less $ 58,303 $ 58,406 $ 58,303 $ 58,406 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, 2020 and December 31, 2019. |
Fair Value of Financial Assets
Fair Value of Financial Assets | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets | 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, 2020 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 65,719 $ — $ — $ 65,719 Marketable securities: U.S. Treasury notes — 16,387 — 16,387 U.S. Government agency bonds — 3,027 — 3,027 $ 65,719 $ 19,414 $ — $ 85,133 Fair Value Measurements as of December 31, 2019 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 30,490 $ — $ — $ 30,490 U.S. Government agency bonds — 2,500 — 2,500 Marketable securities: U.S. Treasury notes — 42,868 — $ 42,868 U.S. Government agency bonds — 15,538 — 15,538 $ 30,490 $ 60,906 $ — $ 91,396 As of June 30, 2020 and December 31, 2019, 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, 2020 and 2019, there were no transfers between Level 1, Level 2 and Level 3. |
Collaboration Agreements
Collaboration Agreements | 3 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration Agreements | Collaboration Agreements Collaboration Agreement with Novartis 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 73 (“CD73”). In addition, the Company initially 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). In January 2020, Novartis did not purchase and exercise its single remaining Option under the Collaboration Agreement and, as a result, the option purchase period expired. Therefore, there are no Options remaining eligible for purchase, and potential exercise, and the Company’s performance obligations under the Collaboration Agreement have ended. 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 redeemable convertible preferred stock (the “Series A-1 Preferred Stock”) to Novartis, which were subsequently converted to common stock. 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, 2020 and 2019, the Company made no cash payments to Novartis related to the Collaboration Agreement. 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, obtain regulatory approval of such products, including within certain defined markets, and 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 a joint steering committee. Exclusivity Neither the Company nor Novartis may, alone or with any affiliate or third party, develop or commercialize any antibody that specifically binds to CD73. The October 2018 Amendment clarified that Novartis is permitted to research, develop, manufacture or commercialize any diagnostic product that specifically binds to CD73, 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. The Company is also eligible to receive payments upon the achievement of specified development and sales milestones as well as tiered royalties on annual net sales by Novartis ranging from high single-digit to mid-teens percentages, upon successful commercialization of NZV930 (formerly SRF373). Under the Collaboration Agreement, the Company is currently entitled to potential milestones of $525,000, 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. Termination Unless terminated earlier, the Collaboration Agreement will continue in effect until neither the Company nor Novartis is researching, developing, manufacturing, or commercializing NZV930. Novartis may terminate the Collaboration Agreement for any reason upon prior notice to the Company within a specified time period. Either party may terminate the Collaboration Agreement, in full, 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 NZV930. 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. 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 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. In January 2020, Novartis did not purchase and exercise its single remaining Option under the Collaboration Agreement and, as a result, the option purchase period expired. Future costs associated with this target were removed from the estimated total costs in the cost-to-cost model. This resulted in the Company recognizing the remaining deferred revenue of $38,592 to collaboration revenue - related party in January 2020. For the three and six months ended June 30, 2020 and 2019, the Company recognized the following totals of collaboration revenue – related party: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Collaboration revenue - related party $ — $ 143 $ 38,592 $ 14,577 The following table presents changes in the Company’s contract liabilities during the six months ended June 30, 2020: December 31, 2019 Additions Deductions June 30, 2020 Contract liabilities (1) Total deferred revenue - related party $ 38,592 $ — $ (38,592) $ — (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 the six months ended June 30, 2020, the Company recognized $38,592 of revenue related to the amounts included in contract liability balance at the beginning of the period. During the three months ended June 30, 2020, the Company did not recognize any revenue included in the contract liability balance at the beginning of the period. As there are no Options remaining eligible for purchase and exercise, the Company’s performance obligations under the Collaboration Agreement have ended. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common Stock As of June 30, 2020 and December 31, 2019, 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, 2020. As of June 30, 2020 and December 31, 2019, the Company had reserved 22,896,773 and 17,351,095 shares, respectively, of common stock for the exercise of outstanding stock options, common stock for the vesting of restricted stock units, shares to be issued under the 2019 ATM Facility, shares to be issued under the 2020 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 2019 Sales Agreement with JonesTrading to issue and sell up to $30,000 in shares of the Company’s common stock from time to time. In the three and six months ended June 30, 2020, the Company sold 11,127,590 and 11,218,593 shares of common stock at-the-market under the 2019 Sales Agreement, resulting in net proceeds of approximately $28,766 and $29,086, respectively. Through June 30, 2020, the Company has sold 11,229,174 shares of common stock at-the-market under the 2019 Sales Agreement for net proceeds of $29,110. As of June 30, 2020, the Company has fully utilized and closed the 2019 ATM Facility. In May 2020, the Company entered into the 2020 Sales Agreement with JonesTrading to issue and sell up to $50,000 in shares of the Company's common stock, from time to time. Through June 30, 2020, the Company has not sold any shares of common stock at-the-market under the 2020 Sales Agreement. |
Stock-Based Awards
Stock-Based Awards | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Awards | 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 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 In April 2018, the Company’s 2018 Plan was approved by its stockholders and became 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 was 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, 2020, 603,143 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, 2020: Number of Weighted Weighted Aggregate (in years) Outstanding as of December 31, 2019 5,418,113 $ 6.11 7.69 $ 690 Granted 1,254,000 3.23 Exercised (96,258) 2.82 Forfeited (389,991) 6.61 Outstanding as of June 30, 2020 6,185,864 $ 5.54 7.74 $ 13,419 Options exercisable at June 30, 2020 3,403,399 $ 5.63 6.99 $ 7,397 Vested and expected to vest at June 30, 2020 6,185,864 $ 5.54 7.74 $ 13,419 The weighted average grant-date fair value per share of stock options granted during the six months ended June 30, 2020 and year ended December 31, 2019 was $2.04 and $2.71, respectively. As of June 30, 2020 and December 31, 2019, there were outstanding stock options held by non-employees for the purchase of 267,372 and 272,343 shares of common stock, respectively, with service-based vesting conditions. 2018 Employee Stock Purchase Plan In April 2018, the Company’s 2018 Employee Stock Purchase Plan (the “ESPP”) was approved by its stockholders and became 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, 2020, a total of 764,452 shares of common stock were reserved for issuance under this plan. For the six months ended June 30, 2020, the Company issued 49,025 shares of common stock under the ESPP. For the three months ended June 30, 2020 and three and six months ended June 30, 2019, the Company did not issue any shares of common stock under the ESPP. Restricted Stock Units The Company has granted restricted stock units ("RSUs") with service-based vesting conditions. RSUs represent the right to receive shares of common stock upon meeting specified vesting requirements. Unvested shares of restricted common stock may not be sold or transferred by the holder. These restrictions lapse according to the service-based vesting conditions of each award. In February 2020, the Company granted 1,060,900 RSUs that vest in full after eighteen-months as long as the individual remains an employee of the Company at such time. The table below summarizes the Company’s restricted stock unit activity since December 31, 2019: Number of Weighted Unvested restricted stock units as of December 31, 2019 — $ — Granted 1,060,900 3.18 Vested — — Forfeited (3,300) 3.18 Unvested restricted stock units as of June 30, 2020 1,057,600 $ 3.18 The expense related to RSUs granted to employees was $560 and $990 for the three and six months ended June 30, 2020, respectively. At June 30, 2020, there was $2,373 of total unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over the remaining weighted-average vesting period of 1.06 years. Stock-Based Compensation The Company recorded stock-based compensation expense related to stock options and restricted stock unit awards in the following expense categories of its condensed consolidated statements of operations and comprehensive income (loss): Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Research and development expenses $ 743 $ 607 $ 1,425 $ 1,172 General and administrative expenses 1,257 878 2,425 1,708 $ 2,000 $ 1,485 $ 3,850 $ 2,880 |
Debt
Debt | Nov. 22, 2019 |
Debt Disclosure [Abstract] | |
Debt | Debt On November 22, 2019, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with K2 HealthVentures LLC (the “Lender”). The Lender has agreed to make available to the Company term loans in an aggregate principal amount of up to $25,000 under the Loan Agreement. The Company plans to use the proceeds of the term loans to support clinical development as well as for working capital and general corporate purposes. The Loan Agreement provides a term loan commitment of $25,000 in three potential tranches: (i) a $7,500 term loan facility funded on November 22, 2019 (the “First Tranche Term Loan”), (ii) a $10,000 term loan facility funded on June 5, 2020 (the “Second Tranche Term Loan”), and (iii) a $7,500 term loan facility (the “Third Tranche Term Loan”). All three of these term loans have a maturity date of December 1, 2023. Borrowings under all three loan facilities bear interest at a floating per annum rate equal to the greater of (i) 8.65% and (ii) the Prime Rate plus 3.90%. The Company is permitted to make interest-only payments on the First Tranche Term Loan for the first eighteen months following the funding date. The interest-only period can be extended by an additional six months, subject to the funding of the Second Tranche Term Loan; and by an additional six months, subject to the funding of the Third Tranche Term Loan. The term of the combined facility will be 48 months, with repayment in monthly installments commencing at the end of the resulting interest-only period as outlined above through the end of the 48-month term. The Company is obligated to pay a final fee equal to 4.45% of the aggregate amount of the term loans funded, such payment to occur upon the earliest of (i) the maturity date, (ii) the acceleration of the term loans, and (iii) the prepayment of the term loans. The Company has the option to prepay all, but not less than all, of the outstanding principal balance of the term loans under the Loan Agreement. If the Company prepays all of the term loans prior to the maturity date, it will pay the Lender a prepayment penalty fee based on a percentage of the outstanding principal balance, equal to 5% if the payment occurs on or before 24 months after the initial funding date, 3% if the prepayment occurs more than 24 months after, but on or before 36 months after the initial funding date, or 1% if the prepayment occurs more than 36 months after the initial funding date. The Lender may, at its option, elect to convert any portion of no more than $4,000 of the then outstanding term loan amount and all accrued and unpaid interest thereon into shares of the Company’s common stock at a conversion price of $1.56 per share. The Company determined that the embedded conversion option is not required to be separated from the term loan. The embedded conversion option meets the derivative accounting scope exception since the embedded conversion option is indexed to the Company’s own common stock and qualifies for classification within stockholders’ equity. The Company did recognize a beneficial conversion feature of $2,101, which represents the difference between the commitment date stock price of $2.33 per share and the conversion price of $1.56 per share. The beneficial conversion feature was recorded as a discount on the term loan and is accreted to interest expense using the effective interest method over the term of the loan. The effective interest rate of the term loan is 16.49%. The Company’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of its assets. The Loan Agreement contains customary representations, warranties and also includes customary events of default, including payment defaults, breaches of covenants, change of control and a material adverse effect clause. Upon the occurrence of an event of default, a default interest rate of an additional 5.00% per annum may be applied to the outstanding loan balances, and the Lender may declare all outstanding obligations immediately due and payable and exercise all of its rights and remedies as set forth in the Loan Agreement and under applicable law. In June 2020, the Company drew down the Second Tranche Term Loan and received an additional $10,000 in proceeds. The Company is permitted to make interest-only payments on the First Tranche Term Loan and the Second Tranche Term Loan until January 2022 in accordance with the terms of the Loan Agreement. The Company recorded interest expense related to the loan facility of $427 and $767 for the three and six months ended June 30, 2020, respectively. The fair value of the loan at June 30, 2020 approximates its face amount due to the floating interest rate. Future principal debt payments on the loan payable are as follows: June 30, 2020 2020 $ — 2021 — 2022 8,356 2023 9,144 Total principal payments 17,500 Final fee due at maturity in 2024 779 Total principal payments and final fee 18,279 Unamortized debt discount and final fee 2,793 Note payable $ 15,486 |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net 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, 2020 2019 2020 2019 Basic net income (loss) per share attributable to common stockholders: Numerator: Net income (loss) $ (14,807) $ (17,758) $ 7,763 $ (21,957) Denominator: Weighted average commons shares outstanding — basic 33,418,412 27,845,136 30,697,779 27,835,471 Net income (loss) per share attributable to common stockholders — basic $ (0.44) $ (0.64) $ 0.25 $ (0.79) Diluted net income (loss) per share attributable to common stockholders: Numerator: Net income (loss) attributable to common shareholders - basic $ (14,807) $ (17,758) $ 7,763 $ (21,957) Interest expense on convertible note payable — — 351 — Net income (loss) attributable to common shareholders - diluted $ (14,807) $ (17,758) $ 8,114 $ (21,957) Denominator: Weighted average commons shares outstanding — basic 33,418,412 27,845,136 30,697,779 27,835,471 Shares issuable upon conversion of convertible notes, as if converted — — 2,564,102 — Dilutive effect of restricted stock units — — 107,284 — Dilutive effect of common stock equivalents — — 394,287 — Weighted average common shares outstanding - diluted 33,418,412 27,845,136 33,763,452 27,835,471 Net income (loss) per share attributable to common stockholders — diluted $ (0.44) $ (0.64) $ 0.24 $ (0.79) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company did not provide for any income taxes for the three and six months ended June 30, 2020 or 2019. 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, 2020 and December 31, 2019. Management reevaluates the positive and negative evidence at each reporting period. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | 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 assets and operating lease liabilities. All of the Company’s leases qualify as operating leases. 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. In May 2016, the Company entered into an operating lease agreement for its corporate headquarters in Cambridge, Massachusetts, with a 10-year term that expires in February 2027 (“Initial Space”). Rental payments related to the lease commenced in April 2017. In connection with this lease, the Company was entitled to cash incentives from the landlord to be used for the construction of leasehold improvements within the facility. As of January 1, 2019, the Company was entitled to $4,803 of such incentives, which were recorded as a reduction to the right-of-use asset and included as a straight-line reduction to lease expense over the lease term. In May 2018, the Company executed an amendment to lease an additional 33,526 square feet at 50 Hampshire Street in Cambridge, Massachusetts, with a 10-year term (“Expansion Space”). This additional space became available for occupancy on January 1, 2020 and rental payments related to the lease commenced in April 2020. In connection with this lease amendment, the Company is entitled to a landlord-provided tenant improvement allowance of up to $1,005 to be applied to the cost of the construction of leasehold improvements. The Company determined that it owns the leasehold improvements and, as such, reflected the $1,005 lease incentive as a reduction of the rental payments used to measure the operating lease liability, and, in turn, the operating lease right of use asset as of the lease commencement date. The components of the Company’s lease expense are as follows: Lease Costs Classification Three months ended June 30, 2020 Three months ended June 30, 2019 Six months ended June 30, 2020 Six months ended June 30, 2019 Operating lease cost R&D Expense $ 511 $ 572 $ 1,051 $ 1,158 G&A Expense 826 237 1,624 461 Variable lease costs (1) R&D Expense 117 169 315 341 G&A Expense 254 70 553 136 Total lease cost $ 1,708 $ 1,048 $ 3,543 $ 2,096 Weighted-average remaining lease term (in months) 115.43 121.60 Weighted-average discount rate 10.5 % 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 $1,719 and $3,131 for the three and six months ended June 30, 2020, respectively. As of June 30, 2020, the maturities of the Company’s operating lease liabilities were as follows: Year Ending December 31, 2020 $ 1,705 2021 5,529 2022 5,385 2023 5,413 2024 5,533 Thereafter 31,521 Total future lease payments 55,086 Less: Interest (20,597) Present value of future lease payments (lease liability) $ 34,489 Future minimum lease payments for the Company’s operating leases as of December 31, 2019 were as follows: Year Ending December 31, 2020 $ 4,802 2021 5,529 2022 5,385 2023 5,413 2024 5,533 Thereafter 31,827 $ 58,489 Sublease Agreement with EQRx, Inc. In December 2019, the Company entered into a sublease agreement with EQRx, Inc. to sublease the entire Expansion Space. The term of the sublease agreement commenced in January 2020 and ends on the last day of the 36th calendar month following commencement, with no option to extend.The annual rent for the subleased premises is greater than the annual rent owed by the Company to the landlord for the leased premises. The sublessee is obligated to pay all real estate taxes and costs related to the subleased premises, including cost of operations, maintenance, repair, replacement and property management. The Company concluded that the sublease is an operating lease. Consistent with the Company’s policy election for lessor operating leases, each lease component and its associated non-lease components is accounted for as a single lease component. As of June 30, 2020, future undiscounted cash inflows under the sublease are as follows: Year Ending December 31, 2020 $ 1,264 2021 2,579 2022 2,635 2023 220 $ 6,698 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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, 2020, the Company recognized $38,592 of collaboration revenue under the Collaboration Agreement. As of June 30, 2020 and 2019, no amounts were due from Novartis. During the three and six months ended June 30, 2020 and 2019, the Company made no cash payments to Novartis related to the Collaboration Agreement. 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, 2020, the Company made no payments relating to the agreement. During the three and six months ended June 30, 2019, the Company paid Vaccinex an aggregate of $94 and $177, respectively, relating to the agreement. The payments were recognized as research and development expense. There was no amount due by the Company to Vaccinex as of June 30, 2020 and 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 10, 2020. |
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 and the accrual of research and development expenses. 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. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including clinical trials, will depend on future developments that are highly uncertain, including new information that may emerge concerning COVID-19 and the actions taken to contain it or treat its impact and the economic impact. The Company has made estimates of the impact of COVID-19 within its financial statements and there may be changes to those estimates in future periods. Actual results could differ from the Company’s estimates. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying condensed consolidated balance sheet as of June 30, 2020, the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2020 and 2019, the condensed consolidated statements of cash flows for the six months ended June 30, 2020 and 2019, and the condensed consolidated statement of stockholders’ equity for the three and six months ended June 30, 2020 and 2019 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, 2020 and the results of its operations and its cash flows for the six months ended June 30, 2020 and 2019. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2020 and 2019 are also unaudited. The results for the three and six months ended June 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020, any other interim periods, or any future year period. |
Recently Adopted Accounting Pronouncements | Recently Adopted 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 , or ASU 2018-18. ASU 2018-18 makes targeted improvements to generally accepted accounting principles for collaborative arrangements, including: (i) clarification that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606 when the collaborative arrangement participant is a customer in the context of a unit of account, (ii) adding unit-of-account guidance in Topic 808 to align with the guidance in ASC 606, and (iii) a requirement that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting the transaction together with revenue recognized under ASC 606 is precluded if the collaborative arrangement participant is not a customer. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. This standard became effective for the Company on January 1, 2020 and the adoption of ASU 2018-18 did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. 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”). |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (‘‘ASU 2016-13’’) , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes may result in earlier recognition of credit losses. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , which narrowed the scope and changed the effective date for non-public entities for ASU 2016-13. The FASB subsequently issued supplemental guidance within ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief (‘‘ASU 2019-05’’) . ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For public entities that are Securities and Exchange Commission filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. This standard will be effective for the Company on January 1, 2023. The Company is currently evaluating the potential impact that this standard may have on its condensed consolidated financial statements and related disclosures. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Marketable Securities [Abstract] | |
Summary of Fair Value of Available-for-sale Marketable Debt Securities by Type of Security | As of June 30, 2020, the fair value of available-for-sale marketable debt securities by type of security was as follows: June 30, 2020 Amortized Gross Gross Fair Marketable debt securities: U.S. Treasury notes $ 16,347 $ 40 $ — $ 16,387 U.S. Government agency bonds 3,013 14 — 3,027 $ 19,360 $ 54 $ — $ 19,414 As of December 31, 2019, the fair value of available-for-sale marketable debt securities by type of security was as follows: December 31, 2019 Amortized Gross Gross Fair Marketable debt securities: U.S. Treasury notes $ 42,795 $ 73 $ — $ 42,868 U.S. Government agency bonds 15,508 31 (1) $ 15,538 $ 58,303 $ 104 $ (1) $ 58,406 |
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, 2020 Amortized Fair Maturing in one year or less $ 19,360 $ 19,414 $ 19,360 $ 19,414 The amortized cost and fair value of the Company’s available-for-sale securities by contractual maturity are summarized as follows: December 31, 2019 Amortized Fair Maturing in one year or less $ 58,303 $ 58,406 $ 58,303 $ 58,406 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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, 2020 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 65,719 $ — $ — $ 65,719 Marketable securities: U.S. Treasury notes — 16,387 — 16,387 U.S. Government agency bonds — 3,027 — 3,027 $ 65,719 $ 19,414 $ — $ 85,133 Fair Value Measurements as of December 31, 2019 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 30,490 $ — $ — $ 30,490 U.S. Government agency bonds — 2,500 — 2,500 Marketable securities: U.S. Treasury notes — 42,868 — $ 42,868 U.S. Government agency bonds — 15,538 — 15,538 $ 30,490 $ 60,906 $ — $ 91,396 |
Collaboration Agreements (Table
Collaboration Agreements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Collaboration Revenue Related Party | For the three and six months ended June 30, 2020 and 2019, the Company recognized the following totals of collaboration revenue – related party: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Collaboration revenue - related party $ — $ 143 $ 38,592 $ 14,577 |
Summary of Changes in Contract Liabilities | The following table presents changes in the Company’s contract liabilities during the six months ended June 30, 2020: December 31, 2019 Additions Deductions June 30, 2020 Contract liabilities (1) Total deferred revenue - related party $ 38,592 $ — $ (38,592) $ — (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, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since January 1, 2020: Number of Weighted Weighted Aggregate (in years) Outstanding as of December 31, 2019 5,418,113 $ 6.11 7.69 $ 690 Granted 1,254,000 3.23 Exercised (96,258) 2.82 Forfeited (389,991) 6.61 Outstanding as of June 30, 2020 6,185,864 $ 5.54 7.74 $ 13,419 Options exercisable at June 30, 2020 3,403,399 $ 5.63 6.99 $ 7,397 Vested and expected to vest at June 30, 2020 6,185,864 $ 5.54 7.74 $ 13,419 |
Summary of Restricted Stock Unit Activity | The table below summarizes the Company’s restricted stock unit activity since December 31, 2019: Number of Weighted Unvested restricted stock units as of December 31, 2019 — $ — Granted 1,060,900 3.18 Vested — — Forfeited (3,300) 3.18 Unvested restricted stock units as of June 30, 2020 1,057,600 $ 3.18 |
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 unit awards in the following expense categories of its condensed consolidated statements of operations and comprehensive income (loss): Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Research and development expenses $ 743 $ 607 $ 1,425 $ 1,172 General and administrative expenses 1,257 878 2,425 1,708 $ 2,000 $ 1,485 $ 3,850 $ 2,880 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Future Principal Debt Payments on the Loan Payable | Future principal debt payments on the loan payable are as follows: June 30, 2020 2020 $ — 2021 — 2022 8,356 2023 9,144 Total principal payments 17,500 Final fee due at maturity in 2024 779 Total principal payments and final fee 18,279 Unamortized debt discount and final fee 2,793 Note payable $ 15,486 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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, 2020 2019 2020 2019 Basic net income (loss) per share attributable to common stockholders: Numerator: Net income (loss) $ (14,807) $ (17,758) $ 7,763 $ (21,957) Denominator: Weighted average commons shares outstanding — basic 33,418,412 27,845,136 30,697,779 27,835,471 Net income (loss) per share attributable to common stockholders — basic $ (0.44) $ (0.64) $ 0.25 $ (0.79) Diluted net income (loss) per share attributable to common stockholders: Numerator: Net income (loss) attributable to common shareholders - basic $ (14,807) $ (17,758) $ 7,763 $ (21,957) Interest expense on convertible note payable — — 351 — Net income (loss) attributable to common shareholders - diluted $ (14,807) $ (17,758) $ 8,114 $ (21,957) Denominator: Weighted average commons shares outstanding — basic 33,418,412 27,845,136 30,697,779 27,835,471 Shares issuable upon conversion of convertible notes, as if converted — — 2,564,102 — Dilutive effect of restricted stock units — — 107,284 — Dilutive effect of common stock equivalents — — 394,287 — Weighted average common shares outstanding - diluted 33,418,412 27,845,136 33,763,452 27,835,471 Net income (loss) per share attributable to common stockholders — diluted $ (0.44) $ (0.64) $ 0.24 $ (0.79) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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, 2020 Three months ended June 30, 2019 Six months ended June 30, 2020 Six months ended June 30, 2019 Operating lease cost R&D Expense $ 511 $ 572 $ 1,051 $ 1,158 G&A Expense 826 237 1,624 461 Variable lease costs (1) R&D Expense 117 169 315 341 G&A Expense 254 70 553 136 Total lease cost $ 1,708 $ 1,048 $ 3,543 $ 2,096 Weighted-average remaining lease term (in months) 115.43 121.60 Weighted-average discount rate 10.5 % 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, 2020, the maturities of the Company’s operating lease liabilities were as follows: Year Ending December 31, 2020 $ 1,705 2021 5,529 2022 5,385 2023 5,413 2024 5,533 Thereafter 31,521 Total future lease payments 55,086 Less: Interest (20,597) Present value of future lease payments (lease liability) $ 34,489 Future minimum lease payments for the Company’s operating leases as of December 31, 2019 were as follows: Year Ending December 31, 2020 $ 4,802 2021 5,529 2022 5,385 2023 5,413 2024 5,533 Thereafter 31,827 $ 58,489 |
Schedule of Future Undiscounted Cash Inflows Under Sublease | As of June 30, 2020, future undiscounted cash inflows under the sublease are as follows: Year Ending December 31, 2020 $ 1,264 2021 2,579 2022 2,635 2023 220 $ 6,698 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) - USD ($) | May 22, 2020 | May 01, 2019 | May 31, 2020 | May 31, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Aug. 11, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||||
Accumulated deficit | $ (113,832,000) | $ (113,832,000) | $ (113,832,000) | $ (121,595,000) | |||||
Operating expenses and capital expenditure requirements (in months) | 12 months | ||||||||
Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Cash, cash equivalents and marketable securities | $ 112,539,000 | ||||||||
2019 ATM Facility | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, issued (in shares) | 11,127,590 | 11,218,593 | 11,229,174 | ||||||
Net proceeds from issuance of common stock | $ 28,766,000 | $ 29,086,000 | $ 29,110,000 | ||||||
2019 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% | ||||||||
2020 ATM Facility | Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Gross proceeds from issuance of common stock | $ 50,000,000 | $ 50,000,000 | |||||||
Percentage of gross proceeds of shares sold for compensation | 3.00% |
Marketable Securities - Summary
Marketable Securities - Summary of Fair Value of Available-for-sale Marketable Debt Securities by Type of Security (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 19,360 | $ 58,303 |
Gross Unrealized Gains | 54 | 104 |
Gross Unrealized Losses | 0 | (1) |
Fair Value | 19,414 | 58,406 |
U.S. Treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 16,347 | 42,795 |
Gross Unrealized Gains | 40 | 73 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 16,387 | 42,868 |
U.S. Government agency bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,013 | 15,508 |
Gross Unrealized Gains | 14 | 31 |
Gross Unrealized Losses | 0 | (1) |
Fair Value | $ 3,027 | $ 15,538 |
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, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Abstract] | ||
Maturing in one year or less, Amortized Cost | $ 19,360 | $ 58,303 |
Maturing in one year or less, Fair Value | $ 19,414 | $ 58,406 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Securities, Available-for-sale [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, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | $ 85,133 | $ 91,396 |
Cash Equivalents | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 65,719 | 30,490 |
Cash Equivalents | U.S. Government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 2,500 | |
Marketable Securities | U.S. Treasury Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 16,387 | 42,868 |
Marketable Securities | U.S. Government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 3,027 | 15,538 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 65,719 | 30,490 |
Level 1 | Cash Equivalents | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 65,719 | 30,490 |
Level 1 | Cash Equivalents | U.S. Government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 0 | |
Level 1 | Marketable Securities | U.S. Treasury Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 0 | 0 |
Level 1 | Marketable Securities | U.S. Government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 19,414 | 60,906 |
Level 2 | Cash Equivalents | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 0 | 0 |
Level 2 | Cash Equivalents | U.S. Government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 2,500 | |
Level 2 | Marketable Securities | U.S. Treasury Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 16,387 | 42,868 |
Level 2 | Marketable Securities | U.S. Government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 3,027 | 15,538 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 0 | 0 |
Level 3 | Cash Equivalents | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 0 | 0 |
Level 3 | Cash Equivalents | U.S. Government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 0 | |
Level 3 | Marketable Securities | U.S. Treasury Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 0 | 0 |
Level 3 | Marketable Securities | U.S. Government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | $ 0 | $ 0 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets - Additional Information (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
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 Agreements - Addi
Collaboration Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2020 | Jan. 31, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Preferred stock shares issued to related party (in shares) | 0 | 0 | 0 | ||||
Collaboration revenue - related party | $ 0 | $ 143,000 | $ 38,592,000 | $ 14,577,000 | |||
Type of Revenue [Extensible List] | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | |||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Payment for reimbursement of manufacturing costs incurred | 0 | $ 0 | $ 0 | $ 0 | |||
Collaboration revenue - related party | $ 38,592,000 | $ 38,592,000 | 38,592,000 | ||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Up Front Payment Arrangement | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Proceeds from collaboration arrangement | $ 70,000,000 | ||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Milestone Payment | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Potential milestones payment | $ 525,000,000 | ||||||
Novartis Collaboration | Series A One Redeemable Convertible Preferred Stock | Novartis Institutes for Biomedical Research, Inc. | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Preferred stock shares issued to related party (in shares) | 2,000,000 | ||||||
Novartis Collaboration | Private Placement | Novartis Institutes for Biomedical Research, Inc. | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common stock, issued (in shares) | 766,666 | ||||||
Share price (in dollars per share) | $ 15 | ||||||
Proceeds from stock issued to related party in private placement | $ 11,500,000 | ||||||
Minimum | Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Percentage of share holding | 5.00% |
Collaboration Agreements - Sche
Collaboration Agreements - Schedule of Collaboration Revenue Related Party (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Collaboration revenue - related party | $ 0 | $ 143 | $ 38,592 | $ 14,577 | |
Novartis Institutes for Biomedical Research, Inc. | Novartis Collaboration | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Collaboration revenue - related party | $ 38,592 | 38,592 | 38,592 | ||
ASU 2014-09 | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Collaboration revenue - related party | $ 0 | $ 143 | $ 38,592 | $ 14,577 |
Collaboration Agreements - Summ
Collaboration Agreements - Summary of Changes in Contract Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Deferred Revenue [Roll Forward] | |
Deferred revenue - Beginning balance | $ 38,592 |
Deferred revenue - Additions | 0 |
Deferred revenue - Deductions | (38,592) |
Deferred revenue - Ending balance | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | May 22, 2020USD ($) | May 01, 2019USD ($) | May 31, 2020USD ($) | May 31, 2019USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)Vote$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, authorized (in shares) | shares | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Number Of Votes Entitled By Each Share Of Common Stock Holder | Vote | 1 | |||||||
Dividends, declared or paid | $ 0 | |||||||
Capital common shares reserved for future issuance (in shares) | shares | 22,896,773 | 22,896,773 | 22,896,773 | 17,351,095 | ||||
2019 ATM Facility | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, issued (in shares) | shares | 11,127,590 | 11,218,593 | 11,229,174 | |||||
Net proceeds from issuance of common stock | $ 28,766,000 | $ 29,086,000 | $ 29,110,000 | |||||
Maximum | 2019 ATM Facility | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Gross proceeds from issuance of common stock | $ 30,000,000 | $ 30,000,000 | ||||||
Maximum | 2020 ATM Facility | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Gross proceeds from issuance of common stock | $ 50,000,000 | $ 50,000,000 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 29, 2020 | Apr. 30, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 2,000 | $ 1,485 | $ 3,850 | $ 2,880 | |||
2018 Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation cost, weighted-average period (in years) | 1 year 11 months 23 days | ||||||
Unrecognized stock-based compensation cost | $ 12,055 | $ 12,055 | |||||
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 | 267,372 | 267,372 | 272,343 | ||||
Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted vesting period (in years) | 18 months | ||||||
Number of shares granted (in shares) | 1,060,900 | 1,057,600 | 1,057,600 | 0 | |||
Unrecognized stock-based compensation cost | $ 2,373 | $ 2,373 | |||||
Unrecognized stock-based compensation cost, weighted-average period (in years) | 1 year 21 days | ||||||
Restricted Stock Units | Granted to Employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 560 | $ 990 | |||||
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 (in years) | 10 years | ||||||
Weighted average grant-date fair value per share of stock options granted (in dollars per share) | $ 2.04 | $ 2.71 | |||||
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 | 6,185,864 | 6,185,864 | 5,418,113 | ||||
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 | 603,143 | 603,143 | |||||
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 | 764,452 | 764,452 | ||||
Percentage of authorized number of shares of common stock outstanding | 1.00% | ||||||
Number of shares of common stock issued | 0 | 0 | 49,025 | 0 | |||
2014 Plan and 2018 Plan | Employee Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted expiry period (in years) | 10 years | ||||||
Stock options granted vesting period (in years) | 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, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Stock Option Activity Under Plans | ||
Number of Shares, Outstanding beginning balance | shares | 5,418,113 | |
Number of Shares, Granted | shares | 1,254,000 | |
Number of Shares, Exercised | shares | (96,258) | |
Number of Shares, Forfeited | shares | (389,991) | |
Number of Shares, Outstanding ending balance | shares | 6,185,864 | 5,418,113 |
Number of Shares, Options exercisable at June 30, 2020 | shares | 3,403,399 | |
Number of Shares, Vested and expected to vest at June 30, 2020 | shares | 6,185,864 | |
Stock Options Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Outstanding beginning balance (in dollars per share) | $ / shares | $ 6.11 | |
Weighted Average Exercise Price, Granted (in dollars per share) | $ / shares | 3.23 | |
Weighted Average Exercise Price, Exercised (in dollars per share) | $ / shares | 2.82 | |
Weighted Average Exercise Price, Forfeited (in dollars per share) | $ / shares | 6.61 | |
Weighted Average Exercise Price, Outstanding ending balance (in dollars per share) | $ / shares | 5.54 | $ 6.11 |
Weighted Average Exercise Price, Options exercisable at June 30, 2020 (in dollars per share) | $ / shares | 5.63 | |
Weighted Average Exercise Price, Vested and expected to vest at June 30, 2020 (in dollars per share) | $ / shares | $ 5.54 | |
Stock Option Activity, Additional Disclosures | ||
Weighted Average Remaining Contractual Term (in years), Outstanding | 7 years 8 months 26 days | 7 years 8 months 8 days |
Weighted Average Remaining Contractual Term (in years), Options exercisable | 6 years 11 months 26 days | |
Weighted Average Remaining Contractual Term (in years), Vested and expected to vest | 7 years 8 months 26 days | |
Aggregate Intrinsic Value | $ | $ 13,419 | $ 690 |
Aggregate Intrinsic Value, Options exercisable at June 30, 2020 | $ | 7,397 | |
Aggregate Intrinsic Value, Vested and expected to vest at June 30, 2020 | $ | $ 13,419 |
Stock-Based Awards - Summary _2
Stock-Based Awards - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Restricted Stock Unit Activity | |
Unvested restricted stock units, beginning balance (in shares) | shares | 0 |
Unvested restricted stock units, Granted (in shares) | shares | 1,060,900 |
Unvested restricted stock units, Vested (in shares) | shares | 0 |
Unvested restricted stock units, Forfeited (in shares) | shares | (3,300) |
Unvested restricted stock units, ending balance (in shares) | shares | 1,057,600 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant-Date Fair Value, beginning balance (in dollars per share) | $ / shares | $ 0 |
Weighted Average Grant-Date Fair Value, Granted (in dollars per share) | $ / shares | 3.18 |
Weighted Average Grant-Date Fair Value, Vested (in dollars per share) | $ / shares | 0 |
Weighted Average Grant-Date Fair Value, Forfeited (in dollars per share) | $ / shares | 3.18 |
Weighted Average Grant-Date Fair Value, ending balance (in dollars per share) | $ / shares | $ 3.18 |
Stock-Based Awards - Summary _3
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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,000 | $ 1,485 | $ 3,850 | $ 2,880 |
Research and development expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 743 | 607 | 1,425 | 1,172 |
General and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,257 | $ 878 | $ 2,425 | $ 1,708 |
Debt - Additional Information (
Debt - Additional Information (Details) - Loan and Security Agreement - K2 Health Ventures LLC | Nov. 22, 2019USD ($)Tranche$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) |
Debt Instrument [Line Items] | |||
Commitment date stock price (in dollars per share) | $ / shares | $ 2.33 | ||
Effective interest rate | 16.49% | ||
Term Loans | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||
Number of potential tranches | Tranche | 3 | ||
Line of credit facility, expiration date | Dec. 1, 2023 | ||
Debt instrument interest rate, floating | 8.65% | ||
Term of the combined facility | 48 months | ||
Final fee percentage | 4.45% | ||
Conversion price per share (USD per share) | $ / shares | $ 1.56 | ||
Beneficial conversion feature | $ 2,101,000 | ||
Interest expense | $ 427,000 | $ 767,000 | |
Term Loans | Maximum | |||
Debt Instrument [Line Items] | |||
Portion of outstanding term loan amount converted | $ 4,000,000 | ||
Term Loans | Payment Occurs on or before Twenty Four Months after Initial Funding Date | |||
Debt Instrument [Line Items] | |||
Prepayment penalty fee percentage | 5.00% | ||
Default interest rate | 5.00% | ||
Term Loans | Prepayment Occurs More than Twenty Four Months after, but on or before Thirty Six Months after Initial Funding Date | |||
Debt Instrument [Line Items] | |||
Prepayment penalty fee percentage | 3.00% | ||
Term Loans | Prepayment Occurs More than Thirty Six Months after Initial Funding Date | |||
Debt Instrument [Line Items] | |||
Prepayment penalty fee percentage | 1.00% | ||
Term Loans | Prime Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument variable rate | 3.90% | ||
First Tranche Term Loan | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 7,500,000 | ||
Line of credit facility, initiation date | Nov. 22, 2019 | ||
Debt instrument interest only payment period | 18 months | ||
Debt instrument interest only payment extension period subject to funding of second tranche term loan | 6 months | ||
Debt instrument interest only payment extension period subject to funding of third tranche term loan | 6 months | ||
Second Tranche Term Loan | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||
Third Tranche Term Loan | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 7,500,000 |
Debt - Schedule of Future Princ
Debt - Schedule of Future Principal Debt Payments on the Loan Payable (Details) - Notes Payable $ in Thousands | Jun. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
2020 | $ 0 |
2021 | 0 |
2022 | 8,356 |
2023 | 9,144 |
Total principal payments | 17,500 |
Final fee due at maturity in 2024 | 779 |
Total principal payments and final fee | 18,279 |
Unamortized debt discount and final fee | 2,793 |
Note payable | $ 15,486 |
Net Loss per Share - Schedule o
Net 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, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||||
Net income (loss) | $ (14,807) | $ 22,570 | $ (17,758) | $ (4,199) | $ 7,763 | $ (21,957) |
Denominator: | ||||||
Weighted average commons shares outstanding — basic (in shares) | 33,418,412 | 27,845,136 | 30,697,779 | 27,835,471 | ||
Net income (loss) per share attributable to common stockholders— basic (in dollars per share) | $ (0.44) | $ (0.64) | $ 0.25 | $ (0.79) | ||
Numerator: | ||||||
Net income (loss) attributable to common shareholders - basic | $ (14,807) | $ (17,758) | $ 7,763 | $ (21,957) | ||
Interest expense on convertible note payable | 0 | 0 | 351 | 0 | ||
Net income (loss) attributable to common shareholders - diluted | $ (14,807) | $ (17,758) | $ 8,114 | $ (21,957) | ||
Denominator: | ||||||
Weighted average commons shares outstanding — basic (in shares) | 33,418,412 | 27,845,136 | 30,697,779 | 27,835,471 | ||
Shares issuable upon conversion of convertible notes, as if converted (in shares) | 0 | 0 | 2,564,102 | 0 | ||
Dilutive effect of restricted stock units (in shares) | 0 | 0 | 107,284 | 0 | ||
Dilutive effect of common stock equivalents (in shares) | 0 | 0 | 394,287 | 0 | ||
Weighted average common shares outstanding - diluted (in shares) | 33,418,412 | 27,845,136 | 33,763,452 | 27,835,471 | ||
Net income (loss) per share attributable to common stockholders— diluted (in dollars per share) | $ (0.44) | $ (0.64) | $ 0.24 | $ (0.79) |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2020shares | |
Employee Stock Option | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Weighted average shares excluded from computation of diluted net income per share attributable to common stockholders (in shares) | 5,599,782 |
Restricted Stock Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Weighted average shares excluded from computation of diluted net income per share attributable to common stockholders (in shares) | 5,599,782 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision or benefit | $ 0 | $ 0 | $ 0 | $ 0 | |
Interest and penalties accrued | $ 0 | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | Apr. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jan. 01, 2019USD ($) | May 31, 2018ft² |
Lease Agreements [Line Items] | |||||
Cash paid for lease liabilities | $ 1,719 | $ 3,131 | |||
MASSACHUSETTS | |||||
Lease Agreements [Line Items] | |||||
Lease term (in years) | 10 years | 10 years | |||
Renewal terms of lease (in years) | 5 years | 5 years | |||
Operating lease, incentives | $ 4,803 | ||||
MASSACHUSETTS | Lease Amendment | Office Space | |||||
Lease Agreements [Line Items] | |||||
Lease term (in years) | 10 years | ||||
Land subject to ground leases (in square feet) | ft² | 33,526 | ||||
Tenant improvement allowance | $ 1,005 | ||||
Lease incentive as reduction of rental payments | $ 1,005 | ||||
MASSACHUSETTS | Minimum | |||||
Lease Agreements [Line Items] | |||||
Lease term (in years) | 1 year | 1 year | |||
Operating lease, discount rate | 9.50% | 9.50% | |||
MASSACHUSETTS | Maximum | |||||
Lease Agreements [Line Items] | |||||
Lease term (in years) | 10 years | 10 years | |||
Operating lease, discount rate | 10.50% | 10.50% |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Lease Agreements [Line Items] | ||||
Operating lease cost | $ 1,066 | $ 578 | ||
Total lease cost | $ 1,708 | $ 1,048 | $ 3,543 | $ 2,096 |
Weighted-average remaining lease term (in months) | 115 months 13 days | 121 months 18 days | 115 months 13 days | 121 months 18 days |
Weighted-average discount rate | 10.50% | 10.40% | 10.50% | 10.40% |
Research and development expenses | ||||
Lease Agreements [Line Items] | ||||
Operating lease cost | $ 511 | $ 572 | $ 1,051 | $ 1,158 |
Variable lease costs | 117 | 169 | 315 | 341 |
General and administrative expenses | ||||
Lease Agreements [Line Items] | ||||
Operating lease cost | 826 | 237 | 1,624 | 461 |
Variable lease costs | $ 254 | $ 70 | $ 553 | $ 136 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 1,705 | $ 4,802 |
2021 | 5,529 | 5,529 |
2022 | 5,385 | 5,385 |
2023 | 5,413 | 5,413 |
2024 | 5,533 | 5,533 |
Thereafter | 31,521 | 31,827 |
Total future lease payments | 55,086 | $ 58,489 |
Less: Interest | (20,597) | |
Present value of future lease payments (lease liability) | $ 34,489 |
Leases - Schedule of Future Und
Leases - Schedule of Future Undiscounted Cash Inflows Under Sublease (Details) - Sublease Agreement with EQRx $ in Thousands | Jun. 30, 2020USD ($) |
Lease Agreements [Line Items] | |
2020 | $ 1,264 |
2021 | 2,579 |
2022 | 2,635 |
2023 | 220 |
Total future sublease payments | $ 6,698 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2020 | Jan. 31, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||||
Preferred stock shares issued to related party (in shares) | 0 | 0 | 0 | ||||
Collaboration revenue | $ 0 | $ 143,000 | $ 38,592,000 | $ 14,577,000 | |||
Amounts due from related party | 0 | 0 | |||||
Novartis Institutes for Biomedical Research, Inc. | Novartis Collaboration | |||||||
Related Party Transaction [Line Items] | |||||||
Collaboration revenue | $ 38,592,000 | 38,592,000 | 38,592,000 | ||||
Amounts due from related party | 0 | 0 | |||||
Payment for reimbursement of manufacturing costs incurred | 0 | 0 | 0 | 0 | |||
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 (in shares) | 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, issued (in shares) | 766,666 | ||||||
Share price (in dollars per share) | $ 15 | ||||||
Proceeds from Issuance of Private Placement | $ 11,500,000 | ||||||
Vaccinex, Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party | 0 | 0 | 0 | 0 | |||
Vaccinex, Inc. | Research and development expenses | |||||||
Related Party Transaction [Line Items] | |||||||
Payments to related party | $ 0 | $ 94,000 | $ 0 | $ 177,000 |