Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 02, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
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, $0.0001 | |
Trading Symbol | SURF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,452,450 | |
Entity Central Index Key | 0001718108 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 83,335 | $ 175,141 |
Marketable securities | 80,945 | 0 |
Prepaid expenses and other current assets | 6,493 | 5,368 |
Total current assets | 170,773 | 180,509 |
Property and equipment, net | 5,862 | 6,664 |
Operating lease right-of-use asset | 26,904 | 27,911 |
Restricted cash | 1,595 | 1,595 |
Other assets | 385 | 459 |
Total assets | 205,519 | 217,138 |
Current liabilities: | ||
Accounts payable | 1,187 | 1,674 |
Accrued expenses and other current liabilities | 8,744 | 10,448 |
Convertible note payable | 3,271 | 0 |
Operating lease liability | 5,494 | 5,529 |
Total current liabilities | 18,696 | 17,651 |
Operating lease liability, non-current | 27,930 | 28,981 |
Convertible note payable, non-current | 10,804 | 14,759 |
Total liabilities | 57,430 | 61,391 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value per share; 5,000,000 shares authorized at June 30, 2021 and December 31, 2020; no shares issued and outstanding at June 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.0001 par value; 150,000,000 shares authorized at June 30, 2021 and December 31, 2020, respectively; 44,335,609 and 40,707,047 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 5 | 4 |
Additional paid-in capital | 244,893 | 218,001 |
Accumulated other comprehensive loss | (9) | 0 |
Accumulated deficit | (96,800) | (62,258) |
Total stockholders’ equity | 148,089 | 155,747 |
Total liabilities and stockholders’ equity | $ 205,519 | $ 217,138 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
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) | 44,335,609 | 40,707,047 |
Common stock, outstanding (in shares) | 44,335,609 | 40,707,047 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Collaboration revenue - related party | $ 0 | $ 0 | $ 0 | $ 38,592 |
License related revenue | 515 | 0 | 2,141 | 0 |
Total revenue | 515 | 0 | 2,141 | 38,592 |
Operating expenses: | ||||
Research and development | 12,669 | 9,548 | 23,213 | 20,836 |
General and administrative | 6,434 | 4,995 | 12,076 | 9,782 |
Total operating expenses | 19,103 | 14,543 | 35,289 | 30,618 |
Income (loss) from operations | (18,588) | (14,543) | (33,148) | 7,974 |
Interest expense | (416) | (427) | (1,440) | (767) |
Other income (expense), net | 23 | 163 | 46 | 556 |
Net income (loss) | $ (18,981) | $ (14,807) | $ (34,542) | $ 7,763 |
Net income (loss) per share attributable to common stockholders— basic (in dollars per share) | $ (0.44) | $ (0.44) | $ (0.81) | $ 0.25 |
Weighted average common shares outstanding— basic (in shares) | 43,634,346 | 33,418,412 | 42,632,421 | 30,697,779 |
Net income (loss) per share attributable to common stockholders— diluted (in dollars per share) | $ (0.44) | $ (0.44) | $ (0.81) | $ 0.24 |
Weighted average common shares outstanding— diluted (in shares) | 43,634,346 | 33,418,412 | 42,632,421 | 33,763,452 |
Comprehensive income (loss): | ||||
Net income (loss) | $ (18,981) | $ (14,807) | $ (34,542) | $ 7,763 |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on marketable securities, net of tax of $0 | (8) | (116) | (9) | (49) |
Comprehensive income (loss) | $ (18,989) | $ (14,923) | $ (34,551) | $ 7,714 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
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 Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 27,893,337 | ||||
Beginning balance at Dec. 31, 2019 | $ 56,666 | $ 3 | $ 178,155 | $ 103 | $ (121,595) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 27,832 | ||||
Issuance of common stock upon exercise of stock options | 10 | 10 | |||
Issuance of common stock under stock purchase plan (in shares) | 49,025 | ||||
Issuance of common stock under stock purchase plan | 83 | 83 | |||
Issuance of common stock upon public offering, net of issuance costs (in shares) | 91,003 | ||||
Issuance of common stock upon public offering, net of issuance costs | 320 | 320 | |||
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 (in shares) at Mar. 31, 2020 | 28,061,197 | ||||
Ending balance at Mar. 31, 2020 | 81,566 | $ 3 | 180,418 | 170 | (99,025) |
Beginning balance (in shares) at Dec. 31, 2019 | 27,893,337 | ||||
Beginning balance at Dec. 31, 2019 | 56,666 | $ 3 | 178,155 | 103 | (121,595) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Unrealized gain (loss) on marketable securities | (49) | ||||
Net income (loss) | 7,763 | ||||
Ending balance (in shares) at Jun. 30, 2020 | 39,257,213 | ||||
Ending balance at Jun. 30, 2020 | 97,671 | $ 4 | 211,445 | 54 | (113,832) |
Beginning balance (in shares) at Dec. 31, 2019 | 27,893,337 | ||||
Beginning balance at Dec. 31, 2019 | $ 56,666 | $ 3 | 178,155 | 103 | (121,595) |
Ending balance (in shares) at Dec. 31, 2020 | 40,707,047 | 40,707,047 | |||
Ending balance at Dec. 31, 2020 | $ 155,747 | $ 4 | 218,001 | 0 | (62,258) |
Beginning balance (in shares) at Mar. 31, 2020 | 28,061,197 | ||||
Beginning balance at Mar. 31, 2020 | 81,566 | $ 3 | 180,418 | 170 | (99,025) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 68,426 | ||||
Issuance of common stock upon exercise of stock options | 262 | 262 | |||
Issuance of common stock upon public offering, net of issuance costs (in shares) | 11,127,590 | ||||
Issuance of common stock upon public offering, net of issuance costs | 28,766 | $ 1 | 28,765 | ||
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 (in shares) at Jun. 30, 2020 | 39,257,213 | ||||
Ending balance at Jun. 30, 2020 | $ 97,671 | $ 4 | 211,445 | 54 | (113,832) |
Beginning balance (in shares) at Dec. 31, 2020 | 40,707,047 | 40,707,047 | |||
Beginning balance at Dec. 31, 2020 | $ 155,747 | $ 4 | 218,001 | 0 | (62,258) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 55,761 | ||||
Issuance of common stock upon exercise of stock options | 148 | 148 | |||
Issuance of common stock under stock purchase plan (in shares) | 19,377 | ||||
Issuance of common stock under stock purchase plan | 118 | 118 | |||
Issuance of common stock upon public offering, net of issuance costs (in shares) | 1,677,118 | ||||
Issuance of common stock upon public offering, net of issuance costs | 14,716 | $ 1 | 14,715 | ||
Issuance of common stock upon conversion of convertible note payable (in shares) | 961,538 | ||||
Issuance of common stock upon conversion of convertible note payable | 1,500 | 1,500 | |||
Stock-based compensation expense | 2,380 | 2,380 | |||
Unrealized gain (loss) on marketable securities | (1) | (1) | |||
Net income (loss) | (15,561) | (15,561) | |||
Ending balance (in shares) at Mar. 31, 2021 | 43,420,841 | ||||
Ending balance at Mar. 31, 2021 | $ 159,047 | $ 5 | 236,862 | (1) | (77,819) |
Beginning balance (in shares) at Dec. 31, 2020 | 40,707,047 | 40,707,047 | |||
Beginning balance at Dec. 31, 2020 | $ 155,747 | $ 4 | 218,001 | 0 | (62,258) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Unrealized gain (loss) on marketable securities | (9) | ||||
Net income (loss) | $ (34,542) | ||||
Ending balance (in shares) at Jun. 30, 2021 | 44,335,609 | 44,335,609 | |||
Ending balance at Jun. 30, 2021 | $ 148,089 | $ 5 | 244,893 | (9) | (96,800) |
Beginning balance (in shares) at Mar. 31, 2021 | 43,420,841 | ||||
Beginning balance at Mar. 31, 2021 | 159,047 | $ 5 | 236,862 | (1) | (77,819) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 358,126 | ||||
Issuance of common stock upon exercise of stock options | 1,486 | 1,486 | |||
Issuance of common stock upon public offering, net of issuance costs (in shares) | 556,642 | ||||
Issuance of common stock upon public offering, net of issuance costs | 4,266 | 4,266 | |||
Stock-based compensation expense | 2,279 | 2,279 | |||
Unrealized gain (loss) on marketable securities | (8) | (8) | |||
Net income (loss) | $ (18,981) | (18,981) | |||
Ending balance (in shares) at Jun. 30, 2021 | 44,335,609 | 44,335,609 | |||
Ending balance at Jun. 30, 2021 | $ 148,089 | $ 5 | $ 244,893 | $ (9) | $ (96,800) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (34,542) | $ 7,763 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 802 | 852 |
Stock-based compensation expense | 4,659 | 3,850 |
Non-cash interest expense related to note payable | 816 | 377 |
Net amortization of premiums and discounts on marketable securities | 357 | (57) |
Loss on disposal of property and equipment | 0 | 1 |
Non-cash operating lease cost | 1,007 | 1,066 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,125) | (2,276) |
Other assets | 74 | (36) |
Accounts payable | (487) | (2,854) |
Accrued expenses and other current liabilities | (1,704) | (2,762) |
Operating lease liability | (1,086) | (480) |
Other liabilities | 0 | 1,100 |
Deferred revenue - related party | 0 | (38,592) |
Net cash used in operating activities | (31,229) | (32,048) |
Cash flows from investing activities: | ||
Proceeds from issuance of convertible note payable | 0 | 10,000 |
Purchases of property and equipment | 0 | (23) |
Purchases of marketable securities | (81,311) | (650) |
Proceeds from sales or maturities of marketable securities | 0 | 39,650 |
Net cash provided by (used in) investing activities | (81,311) | 38,977 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock upon public offering, net | 18,982 | 29,086 |
Proceeds from employee stock purchases | 118 | 83 |
Proceeds from exercise of stock options | 1,634 | 272 |
Net cash provided by financing activities | 20,734 | 39,441 |
Net increase (decrease) in cash and cash equivalents and restricted cash | (91,806) | 46,370 |
Cash and cash equivalents and restricted cash at beginning of period | 176,736 | 48,350 |
Cash and cash equivalents and restricted cash at end of period | 84,930 | 94,720 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 636 | 346 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Additional right-of-use asset and related lease liability | 0 | 15,003 |
Conversion of note payable into shares of common stock | $ 1,500 | $ 0 |
Nature of the Business
Nature of the Business | 6 Months Ended |
Jun. 30, 2021 | |
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 22, 2020, the Company entered into a Capital on Demand ™ Sales Agreement (the “2020 Sales Agreement”) with JonesTrading Institutional Services LLC (“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. In the three and six months ended June 30, 2021, the Company sold 556,642 and 2,233,760 shares of common stock, respectively, at-the-market under the 2020 Sales Agreement, resulting in net proceeds of approximately $4,266 and $18,982, respectively. The Company did not sell any shares of common stock at-the-market under the 2020 Sales Agreement in 2020. 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 private and public sales of its securities, proceeds from a collaboration agreement with Novartis Institutes for Biomedical Research, Inc. (“Novartis”), proceeds from a license agreement with GlaxoSmithKline Intellectual Property (No. 4) Limited (“GSK”) and issuance of a term loan with K2 Health Ventures LLC (“K2HV”). The Company has a history of incurring losses and negative cash flows from operations. As of June 30, 2021, the Company had an accumulated deficit of $96,800. The Company expects that its operating losses and negative cash flows will continue for the foreseeable future. As of August 5, 2021, the issuance date of this Quarterly Report on Form 10-Q, the Company expects that its cash, cash equivalents and marketable securities 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
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 9, 2021. 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, 2021, the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2021 and 2020, the condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020, and the condensed consolidated statement of stockholders’ equity for the three and six months ended June 30, 2021 and 2020 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, 2021 and the results of its operations and its cash flows for the six months ended June 30, 2021 and 2020. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2021 and 2020 are also unaudited. The results for the three and six months ended June 30, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021, any other interim periods, or any future year period. 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. Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities As of June 30, 2021, the fair value of available-for-sale marketable debt securities by type of security was as follows: June 30, 2021 Amortized Gross Gross Fair Marketable debt securities: U.S. Treasury notes $ 65,070 $ 7 (14) $ 65,063 U.S. government agency bonds 15,884 1 (3) 15,882 $ 80,954 $ 8 $ (17) $ 80,945 The amortized cost and fair value of the Company’s available-for-sale debt securities by contractual maturity are summarized as follows: June 30, 2021 Amortized Fair Maturing in one year or less $ 43,622 $ 43,629 Maturing after one year 37,332 37,316 $ 80,954 $ 80,945 As of December 31, 2020, there were no available-for-sale marketable debt securities. 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, 2021 and December 31, 2020. |
Fair Value of Financial Assets
Fair Value of Financial Assets | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 61,353 $ — $ — $ 61,353 Cash 295 — — 295 Marketable securities: U.S. Treasury notes — 65,063 — 65,063 U.S. government agency bonds — 15,882 — 15,882 $ 61,648 $ 80,945 $ — $ 142,593 Fair Value Measurements as of December 31, 2020 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 139,266 $ — $ — $ 139,266 $ 139,266 $ — $ — $ 139,266 As of June 30, 2021 and December 31, 2020, the Company’s cash equivalents were invested in money market funds, U.S Treasury notes and U.S. government agency bonds and were valued based on Level 1 and Level 2 inputs. During the six months ended June 30, 2021 and 2020, there were no transfers between Level 1, Level 2 and Level 3. |
Collaboration and License Agree
Collaboration and License Agreements | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration and License Agreements | Collaboration and License Agreements Novartis Agreement In January 2016, the Company entered into a collaboration agreement with Novartis (the “Novartis Agreement”), which was subsequently amended in May 2016, July 2017, September 2017, and October 2018. Pursuant to the Novartis 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 Novartis 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 Novartis 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 Novartis Agreement have ended. Under the Novartis Agreement, the Company is currently entitled to potential development milestones of $325,000 and sales milestones of $200,000, 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 (formerly SRF373). Termination Unless terminated earlier, the Novartis Agreement will continue in effect until neither the Company nor Novartis is researching, developing, manufacturing or commercializing NZV930. Novartis may terminate the Novartis Agreement for any reason upon prior notice to the Company within a specified time period. Either party may terminate the Novartis 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 accounted 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 Novartis Agreement. Novartis’ right to purchase exclusive options to obtain certain development, manufacturing and commercialization rights would have been accounted for separately as they did 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 have used a separate cost-to-cost model for purposes of revenue recognition under ASC 606. In January 2020, Novartis did not purchase and exercise its single remaining Option under the Novartis 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, 2021 and 2020, the Company recognized the following totals of collaboration revenue – related party: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Collaboration revenue - related party $ — $ — $ — $ 38,592 GSK Agreement In December 2020, the Company entered into a license agreement with GSK (the "GSK Agreement"). Pursuant to the GSK Agreement, the Company granted GSK a worldwide, exclusive, sublicensable license to develop, manufacture and commercialize antibodies that target the antibody SRF813, targeting CD112R, also known as PVRIG (the “Licensed Antibodies”). GSK will be responsible for the development, manufacturing and commercialization of the Licensed Antibodies and a joint development committee has been formed to facilitate information sharing between the Company and GSK. Under the terms of the GSK Agreement, GSK is obligated to use commercially reasonable efforts to develop and commercialize the Licensed Antibodies. Development, Manufacturing and Commercialization of Licensed Antibodies GSK has the sole right to develop, manufacture and commercialize the Licensed Antibodies and corresponding licensed products worldwide. GSK is obligated to use commercially reasonable efforts to develop the Licensed Antibodies and corresponding licensed products. GSK is responsible for all costs and expenses of such development, manufacturing and commercialization and is obligated to provide the Company with updates on its development, manufacturing and commercialization activities through the joint development committee. Exclusivity During the term of the GSK Agreement, neither the Company, nor any affiliates, will research, develop, manufacture, or commercialize any alternative product. Financial Terms Under the terms of the GSK Agreement, GSK made a one-time upfront payment of $85,000 and is required to make additional payments to the Company for supply services and transition services, estimated to be $4,499 and $950, respectively. The Company is eligible to receive up to $90,000 in clinical and $155,000 in regulatory milestones. In addition, the Company may receive up to $485,000 in sales milestone payments. The Company is also eligible to receive royalties on global net sales of any approved products based on the licensed antibodies, ranging in percentages from high single digits to mid-teens. Due to the uncertainty of pharmaceutical development and the historical failure rates generally associated with drug development, the Company may not receive any milestone payments or any royalty payments under the GSK Agreement. Termination Unless terminated earlier, the GSK Agreement expires on a licensed product-by-licensed product and country-by-country basis on the later of ten years from the date of first commercial sale or when there is no longer a valid patent claim or regulatory exclusivity covering such licensed product in such country. Either party may terminate the GSK Agreement for an uncured material breach by the other party or upon the bankruptcy or insolvency of the other party. GSK may terminate the GSK Agreement for its convenience. The Company may terminate the GSK Agreement if GSK institutes certain actions related to the licensed patents or if GSK ceases development activities, other than for certain specified technical or safety reasons. In the event of termination, the Company would regain worldwide rights to the terminated program. Revenue Recognition – License Related Revenue 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. The Company assessed the GSK Agreement in accordance with ASC 606 and concluded that GSK is a customer. The Company identified the following promises under the contract: (i) a worldwide, exclusive, sublicensable license to develop, manufacture and commercialize the Licensed Antibodies; (ii) supplying Licensed Antibodies until an Investigational New Drug application is accepted by a regulatory authority (iii) transition services until an Investigational New Drug application is accepted by a regulatory authority; and (iv) participation on the joint development and joint patent committees. The Company assessed the above promises and determined that the worldwide, exclusive, sublicensable license to develop, manufacture and commercialize the Licensed Antibodies is considered functional intellectual property and distinct from other promises under the contract. This functional license is distinct in the context of the GSK Agreement as GSK can benefit from the license on its own or together with other readily available resources. In addition, the supply and transition services are not complex or specialized, could be performed by another qualified third party, are not expected to significantly modify or customize the license to SRF813, and are expected to be performed only for a short period of time. The Company determined that the impact of participation on the joint development and joint patent committees was insignificant and had an immaterial impact on the accounting model. Based on these assessments, the Company identified three distinct performance obligations at the outset of the GSK Agreement. The Company determined the transaction price under ASC 606 at the inception of the GSK Agreement to be $90,449, consisting of the upfront payment of $85,000 plus $4,499 for supply of the Licensed Antibodies and $950 for the transition services. The Company evaluated how much variable consideration related to clinical and regulatory milestones to include in the transaction price using the most likely amount approach and concluded that no amount should be included in the transaction price due to the high degree of uncertainty and risk associated with these potential payments. The Company also determined that royalties and sales milestones relate solely to the licenses of intellectual property and are therefore excluded from the transaction price under the sales- or usage-based royalty exception of ASC 606. Revenue related to these royalties and sales milestones will only be recognized when the associated sales occur, and relevant thresholds are met. As noted above, the Company identified three performance obligations in the GSK Agreement: (i) the delivery of the worldwide, exclusive, sublicensable license to develop, manufacture and commercialize the Licensed Antibodies; (ii) supply of Licensed Antibodies until an Investigational New Drug application is accepted by a regulatory authority; and (iii) transition services until an Investigational New Drug application is accepted by a regulatory authority. The selling price of each performance obligation in the GSK Agreement was determined based on the Company’s standalone selling price, with the objective of determining the price at which it would sell such an item if it were to be sold regularly on a standalone basis. The Company recognizes revenue for the license performance obligation at a point in time, that is upon transfer of the license to GSK. As control of the license was transferred on the effective date of December 16, 2020 and GSK could begin to use and benefit from the license, the Company recognized $85,000 of license related revenue during the year ended December 31, 2020 under the GSK Agreement. The Company will recognize $4,499 and $950 allocated to the supply services and transition services over time. The Company transfers control of these services over time and GSK receives and consumes the benefit over time as the Company performs the services. During the three and six months ended June 30, 2021, the Company recognized $299 and $661 of license related revenue, respectively, related to the transition services and recognized $216 and $1,480 of license related revenue, respectively, related to the supply services, which represents the costs incurred for the manufacturing and transition services that were performed. The aggregate amount of the transaction price allocated to the performance obligations that is partially unsatisfied was $738. The Company expects to recognize the remaining revenue associated with the GSK Agreement in the year ending December 31, 2021. As of June 30, 2021, the Company did not have a contract liability associated with the GSK Agreement. The Company will re-evaluate the transaction price at the end of each reporting period and as uncertain events are resolved, or other changes in circumstances occur, adjust its estimate of the transaction price if necessary. For the three and six months ended June 30, 2021 and 2020 , the Company recognized the following totals of license related revenue: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 License related revenue $ 515 $ — $ 2,141 $ — |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common Stock As of June 30, 2021 and December 31, 2020, 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, 2021. As of June 30, 2021 and December 31, 2020, the Company had reserved 21,135,780 and 22,728,991 shares, respectively, of common stock for the exercise of outstanding stock options, the vesting of restricted stock units, shares to be issued under the 2020 ATM Facility, shares to be issued upon the conversion of the Loan Agreement (as defined below), 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. On May 1, 2019, the Company entered into a Capital on Demand™ Sales Agreement ("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. As of June 30, 2020, the Company sold 11,229,174 shares of common stock at-the-market under the 2019 Sales Agreement for net proceeds of $29,110, and had 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. In the three and six months ended June 30, 2021, the Company sold 556,642 and 2,233,760 shares of common stock at-the-market under the 2020 Sales Agreement, resulting in net proceeds of approximately $4,266 and $18,982, respectively. The Company did not sell any shares of common stock at-the-market under the 2020 Sales Agreement in 2020. |
Stock-Based Awards
Stock-Based Awards | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021, 741,294 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 December 31, 2020: Number of Weighted Weighted Aggregate (in years) Outstanding as of December 31, 2020 6,011,126 $ 5.55 7.28 $ 24,912 Granted 1,669,505 9.34 Exercised (413,887) 3.95 Forfeited (72,074) 5.16 Outstanding as of June 30, 2021 7,194,670 $ 6.53 7.42 $ 15,289 Options exercisable at June 30, 2021 4,181,153 $ 6.01 6.37 $ 10,728 Vested and expected to vest at June 30, 2021 7,194,670 $ 6.53 7.42 $ 15,289 The weighted average grant-date fair value per share of stock options granted during the six months ended June 30, 2021 and year ended December 31, 2020 was $6.58 and $2.11, respectively. As of June 30, 2021 and December 31, 2020, there were outstanding stock options held by non-employees for the purchase of 240,570 and 253,971 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, 2021, a total of 1,111,998 shares of common stock were reserved for issuance under this plan. For the six months ended June 30, 2021 and 2020, the Company issued 19,377 and 49,025 shares of common stock under the ESPP, respectively. The Company did not issue shares of common stock under the ESPP in the three months ended June 30, 2021 or 2020. 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 2020, the Company granted 1,071,400 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, 2020: Number of Weighted Unvested restricted stock units as of December 31, 2020 1,043,300 $ 3.21 Granted — — Vested — — Forfeited (45,900) 3.18 Unvested restricted stock units as of June 30, 2021 997,400 $ 3.21 The expense related to RSUs granted to employees was $612 and $1,155, and $560 and $990 for the three and six months ended June 30, 2021 and 2020, respectively. 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 loss: Six months ended June 30, 2021 2020 Research and development expenses $ 1,687 $ 1,425 General and administrative expenses 2,972 2,425 $ 4,659 $ 3,850 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt On November 22, 2019, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with K2HV (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 recognized 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 as of June 30, 2021 is 12.36%. 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. In August 2020, the Lender elected to convert $2,000 of the outstanding term loan amount into 1,282,050 shares of the Company's common stock, in accordance with the Loan Agreement. In February 2021, the Lender elected to convert $1,500 of the outstanding term loan amount into 961,538 shares of the Company's common stock, in accordance with the Loan Agreement. The Company recognized $563 of interest expense in the six months ended June 30, 2021 from accelerating amortization of the beneficial conversion feature and debt discount as a result of the conversion in February 2021. As of June 30, 2021, the outstanding principal balance was $14,000. The Company recorded interest expense related to the loan facility of $413 and $1,437, and $427 and $767 for the three and six months ended June 30, 2021 and 2020, respectively. The fair value of the loan at June 30, 2021 approximates its face amount due to the floating interest rate. Future principal debt payments on the loan payable are as follows: June 30, 2021 2021 $ — 2022 6,685 2023 7,315 Total principal payments 14,000 Final fee due at maturity in 2024 779 Total principal payments and final fee 14,779 Unamortized debt discount and final fee (704) Note payable $ 14,075 |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 2020 2021 2020 Basic net income (loss) per share attributable to common stockholders: Numerator: Net income (loss) $ (18,981) $ (14,807) $ (34,542) $ 7,763 Denominator: Weighted average common shares outstanding — basic 43,634,346 33,418,412 42,632,421 30,697,779 Net income (loss) per share attributable to common stockholders — basic $ (0.44) $ (0.44) $ (0.81) $ 0.25 Diluted net income (loss) per share attributable to common stockholders: Numerator: Net income (loss) attributable to common shareholders - basic $ (18,981) $ (14,807) $ (34,542) $ 7,763 Interest expense on convertible note payable — — — 351 Net income (loss) attributable to common shareholders - diluted $ (18,981) $ (14,807) $ (34,542) $ 8,114 Denominator: Weighted average common shares outstanding - basic 43,634,346 33,418,412 42,632,421 30,697,779 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 43,634,346 33,418,412 42,632,421 33,763,452 Net income (loss) per share attributable to common stockholders - diluted $ (0.44) $ (0.44) $ (0.81) $ 0.24 The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share for the three and six months ended June 30, 2021, as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated above because including them would have had an anti-dilutive effect: June 30, 2021 2020 Stock options to purchase common stock 7,194,670 5,599,782 Shares to be issued under the 2018 ESPP 1,111,998 — RSUs issued and expecting to vest 997,400 — Shares available from conversion of note payable 320,514 — 9,624,582 5,599,782 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 or 2020. 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, 2021 and December 31, 2020. Management reevaluates the positive and negative evidence at each reporting period. As of June 30, 2021 and December 31, 2020, the Company had no accrued interest or tax penalties recorded. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company's tax years are still open under statute from 2017 to present. All years may be examined to the extent the tax credit or net operating loss carryforwards are used in future periods. There are currently no federal or state audits. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases Sublease Agreement with EQRx, Inc. In the three and six months ended June 30, 2021 and 2020, the Company recognized sublease income of $656 and $1,313, and $547 and $1,094, respectively. As of June 30, 2021, future undiscounted cash inflows under the sublease are as follows: Year Ending December 31, 2021 $ 1,417 2022 2,884 2023 241 $ 4,542 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
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. Adimab Development and Option Agreement |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
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 Novartis 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. The Company did not recognize any collaboration revenue - related party under the Novartis Agreement in the six months ended June 30, 2021. The Company recognized $38,592 in collaboration revenue - related party in the six months ended June 30, 2020. The Company did not recognize any collaboration revenue - related party under the Novartis Agreement in the three months ended June 30, 2021 or 2020. As of June 30, 2021 and 2020, no amounts were due from Novartis. During the three and six months ended June 30, 2021 and 2020, the Company made no cash payments to Novartis related to the Novartis Agreement. Vaccinex, Inc. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 5, 2021, the Company entered into Amendment No. 1 to Capital on Demand TM Sales Agreement (the “Amendment”) with JonesTrading, which amends the 2020 Sales Agreement to allow the issuance and sale of the lesser of (a) the dollar amount of shares of Common Stock registered on the applicable effective Registration Statement (as defined in the Amendment) pursuant to which the offering is being made, (b) the number of authorized but unissued shares of Common Stock, (c) the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined in the Amendment) (such lesser amount, the “Placement Shares”), from time to time during the term of the 2020 Sales Agreement (as amended, the “2021 ATM Facility”), through an “at-the-market” equity offering program under which JonesTrading will act as the Company’s sales agent. The 2021 ATM Facility provides that JonesTrading will continue to 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 2021 ATM Facility. The Company has no obligation to sell any shares under the 2021 ATM Facility and may, at any time, suspend solicitation and offers under the 2021 ATM Facility. The issuance and sale, if any, of the Placement Shares by the Company under the 2021 ATM Facility will be made pursuant to a registration statement on Form S-3 and prospectus related thereto, which authorizes an aggregate offering price of up to $80,000 under the 2021 ATM Facility. As of June 30, 2021 and as of the date of the filing of this Quarterly Report on Form 10-Q, the Company had not sold any shares under the 2021 ATM Facility. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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 9, 2021. |
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, 2021, the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2021 and 2020, the condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020, and the condensed consolidated statement of stockholders’ equity for the three and six months ended June 30, 2021 and 2020 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, 2021 and the results of its operations and its cash flows for the six months ended June 30, 2021 and 2020. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2021 and 2020 are also unaudited. The results for the three and six months ended June 30, 2021 are not necessarily indicative of results to be expected for the year ending December 31, 2021, any other interim periods, or any future year period. |
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. Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Fair Value of Available-for-sale Marketable Debt Securities by Type of Security | As of June 30, 2021, the fair value of available-for-sale marketable debt securities by type of security was as follows: June 30, 2021 Amortized Gross Gross Fair Marketable debt securities: U.S. Treasury notes $ 65,070 $ 7 (14) $ 65,063 U.S. government agency bonds 15,884 1 (3) 15,882 $ 80,954 $ 8 $ (17) $ 80,945 |
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, 2021 Amortized Fair Maturing in one year or less $ 43,622 $ 43,629 Maturing after one year 37,332 37,316 $ 80,954 $ 80,945 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 61,353 $ — $ — $ 61,353 Cash 295 — — 295 Marketable securities: U.S. Treasury notes — 65,063 — 65,063 U.S. government agency bonds — 15,882 — 15,882 $ 61,648 $ 80,945 $ — $ 142,593 Fair Value Measurements as of December 31, 2020 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 139,266 $ — $ — $ 139,266 $ 139,266 $ — $ — $ 139,266 |
Collaboration and License Agr_2
Collaboration and License Agreements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Collaboration Revenue | For the three and six months ended June 30, 2021 and 2020, the Company recognized the following totals of collaboration revenue – related party: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Collaboration revenue - related party $ — $ — $ — $ 38,592 For the three and six months ended June 30, 2021 and 2020 , the Company recognized the following totals of license related revenue: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 License related revenue $ 515 $ — $ 2,141 $ — |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2020: Number of Weighted Weighted Aggregate (in years) Outstanding as of December 31, 2020 6,011,126 $ 5.55 7.28 $ 24,912 Granted 1,669,505 9.34 Exercised (413,887) 3.95 Forfeited (72,074) 5.16 Outstanding as of June 30, 2021 7,194,670 $ 6.53 7.42 $ 15,289 Options exercisable at June 30, 2021 4,181,153 $ 6.01 6.37 $ 10,728 Vested and expected to vest at June 30, 2021 7,194,670 $ 6.53 7.42 $ 15,289 |
Summary of Restricted Stock Unit Activity | The table below summarizes the Company’s restricted stock unit activity since December 31, 2020: Number of Weighted Unvested restricted stock units as of December 31, 2020 1,043,300 $ 3.21 Granted — — Vested — — Forfeited (45,900) 3.18 Unvested restricted stock units as of June 30, 2021 997,400 $ 3.21 |
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 loss: Six months ended June 30, 2021 2020 Research and development expenses $ 1,687 $ 1,425 General and administrative expenses 2,972 2,425 $ 4,659 $ 3,850 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 2021 $ — 2022 6,685 2023 7,315 Total principal payments 14,000 Final fee due at maturity in 2024 779 Total principal payments and final fee 14,779 Unamortized debt discount and final fee (704) Note payable $ 14,075 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 2020 2021 2020 Basic net income (loss) per share attributable to common stockholders: Numerator: Net income (loss) $ (18,981) $ (14,807) $ (34,542) $ 7,763 Denominator: Weighted average common shares outstanding — basic 43,634,346 33,418,412 42,632,421 30,697,779 Net income (loss) per share attributable to common stockholders — basic $ (0.44) $ (0.44) $ (0.81) $ 0.25 Diluted net income (loss) per share attributable to common stockholders: Numerator: Net income (loss) attributable to common shareholders - basic $ (18,981) $ (14,807) $ (34,542) $ 7,763 Interest expense on convertible note payable — — — 351 Net income (loss) attributable to common shareholders - diluted $ (18,981) $ (14,807) $ (34,542) $ 8,114 Denominator: Weighted average common shares outstanding - basic 43,634,346 33,418,412 42,632,421 30,697,779 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 43,634,346 33,418,412 42,632,421 33,763,452 Net income (loss) per share attributable to common stockholders - diluted $ (0.44) $ (0.44) $ (0.81) $ 0.24 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated above because including them would have had an anti-dilutive effect: June 30, 2021 2020 Stock options to purchase common stock 7,194,670 5,599,782 Shares to be issued under the 2018 ESPP 1,111,998 — RSUs issued and expecting to vest 997,400 — Shares available from conversion of note payable 320,514 — 9,624,582 5,599,782 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Future Undiscounted Cash Inflows Under Sublease | As of June 30, 2021, future undiscounted cash inflows under the sublease are as follows: Year Ending December 31, 2021 $ 1,417 2022 2,884 2023 241 $ 4,542 |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) - USD ($) | May 22, 2020 | May 31, 2020 | May 31, 2019 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2020 |
Class of Stock [Line Items] | ||||||||
Accumulated deficit | $ (96,800,000) | $ (96,800,000) | $ (62,258,000) | |||||
Operating expenses and capital expenditure requirements (in months) | 12 months | |||||||
2020 ATM Facility | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, issued (in shares) | 556,642 | 2,233,760 | 0 | |||||
Net proceeds from issuance of common stock | $ 4,266,000 | $ 18,982,000 | ||||||
2020 ATM Facility | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Gross proceeds from issuance of common stock | $ 50,000,000 | $ 50,000,000 | $ 4,266,000 | |||||
Percentage of gross proceeds of shares sold for compensation | 3.00% | |||||||
2019 ATM Facility | ||||||||
Class of Stock [Line Items] | ||||||||
Percentage of gross proceeds of shares sold for compensation | 55664200.00% | |||||||
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 |
Marketable Securities - Summary
Marketable Securities - Summary of Fair Value of Available-for-sale Marketable Debt Securities by Type of Security (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 80,954,000 | |
Gross Unrealized Gains | 8,000 | |
Gross Unrealized Losses | (17,000) | |
Fair Value | 80,945,000 | $ 0 |
U.S. Treasury notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 65,070,000 | |
Gross Unrealized Gains | 7,000 | |
Gross Unrealized Losses | (14,000) | |
Fair Value | 65,063,000 | |
U.S. government agency bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 15,884,000 | |
Gross Unrealized Gains | 1,000 | |
Gross Unrealized Losses | (3,000) | |
Fair Value | $ 15,882,000 |
Marketable Securities - Summa_2
Marketable Securities - Summary of Fair Value of Available-for-sale Debt Securities by Contractual Maturity (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Amortized Cost | |
Maturing in one year or less | $ 43,622 |
Maturing after one year | 37,332 |
Amortized Cost | 80,954 |
Fair Value | |
Maturing in one year or less | 43,629 |
Maturing after one year | 37,316 |
Fair Value | $ 80,945 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Available-for-sale marketable debt securities | $ 80,945,000 | $ 0 |
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) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 80,945,000 | $ 0 |
U.S. Treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 65,063,000 | |
U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 15,882,000 | |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 142,593,000 | 139,266,000 |
Fair Value, Measurements, Recurring | U.S. Treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 65,063,000 | |
Fair Value, Measurements, Recurring | U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 15,882,000 | |
Fair Value, Measurements, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 61,353,000 | 139,266,000 |
Fair Value, Measurements, Recurring | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 295,000 | |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 61,648,000 | 139,266,000 |
Fair Value, Measurements, Recurring | Level 1 | U.S. Treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair Value, Measurements, Recurring | Level 1 | U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair Value, Measurements, Recurring | Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 61,353,000 | 139,266,000 |
Fair Value, Measurements, Recurring | Level 1 | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 295,000 | |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 80,945,000 | 0 |
Fair Value, Measurements, Recurring | Level 2 | U.S. Treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 65,063,000 | |
Fair Value, Measurements, Recurring | Level 2 | U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 15,882,000 | |
Fair Value, Measurements, Recurring | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 0 | 0 |
Fair Value, Measurements, Recurring | Level 3 | U.S. Treasury notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair Value, Measurements, Recurring | Level 3 | U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Fair Value, Measurements, Recurring | Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | $ 0 |
Fair Value, Measurements, Recurring | Level 3 | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 |
Collaboration and License Agr_3
Collaboration and License Agreements - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2020USD ($) | Jan. 31, 2016target | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)obligation | Jun. 30, 2020USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Collaboration revenue - related party | $ 0 | $ 0 | $ 0 | $ 38,592,000 | ||
License related revenue | 515,000 | 0 | 2,141,000 | 0 | ||
Novartis Collaboration | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Number of Option Targets | target | 4 | |||||
Number of Option Targets purchased | target | 3 | |||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Collaboration revenue - related party | $ 38,592,000 | 0 | 0 | 0 | 38,592,000 | |
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Development Milestone | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Potential milestones payment | 325,000,000 | |||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Sales Milestone | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Potential milestones payment | $ 200,000,000 | |||||
GSK Agreement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Contract with customer, expiration period | 10 years | |||||
Number of performance obligations | obligation | 3 | |||||
Transaction price | 90,449,000 | $ 90,449,000 | ||||
Revenue performance obligation | 738,000 | 738,000 | ||||
GSK Agreement | License | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
License related revenue | 515,000 | $ 0 | 2,141,000 | $ 0 | ||
GSK Agreement | License | Transferred at Point in Time | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
License related revenue | 85,000,000 | |||||
GSK Agreement | License | Transferred over Time | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Additional payments to be received | 4,499,000 | 4,499,000 | ||||
GSK Agreement | Supply Services | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
License related revenue | 299,000 | 661,000 | ||||
GSK Agreement | Transition Services | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
License related revenue | 216,000 | 1,480,000 | ||||
GSK Agreement | Transition Services | Transferred over Time | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Additional payments to be received | $ 950,000 | 950,000 | ||||
GSK Agreement | Clinical Milestone Payment | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Potential milestones payment | 90,000 | |||||
GSK Agreement | Regulatory Milestone Payment | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Potential milestones payment | 155,000 | |||||
GSK Agreement | Sales Milestone Payment | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Potential milestones payment | $ 485,000 |
Collaboration and License Agr_4
Collaboration and License Agreements - Schedule of Collaboration Revenue (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Collaboration revenue - related party | $ 0 | $ 0 | $ 0 | $ 38,592,000 | |
License related revenue | 515,000 | 0 | 2,141,000 | 0 | |
GSK Agreement | License | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
License related revenue | 515,000 | 0 | 2,141,000 | 0 | |
Novartis Institutes for Biomedical Research, Inc. | Novartis Collaboration | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Collaboration revenue - related party | $ 38,592,000 | $ 0 | $ 0 | $ 0 | $ 38,592,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | May 22, 2020USD ($) | May 31, 2020USD ($) | May 31, 2019USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)vote$ / sharesshares | Jun. 30, 2020USD ($)shares | Dec. 31, 2020$ / sharesshares | Jun. 30, 2020USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, authorized (in shares) | shares | 150,000,000 | 150,000,000 | 150,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 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 | 21,135,780 | 21,135,780 | 22,728,991 | |||||
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 | |||||
2020 ATM Facility | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, issued (in shares) | shares | 556,642 | 2,233,760 | 0 | |||||
Net proceeds from issuance of common stock | $ 4,266,000 | $ 18,982,000 | ||||||
Maximum | 2019 ATM Facility | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Gross proceeds from issuance of common stock | $ 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 | $ 4,266,000 |
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 | ||
Apr. 30, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 4,659 | $ 3,850 | ||||
General and administrative expenses | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 2,972 | 2,425 | ||||
2018 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation cost | $ 15,745 | $ 15,745 | ||||
Unrecognized stock-based compensation cost, weighted-average period (in years) | 1 year 5 months 15 days | |||||
Chief Executive Officer | General and administrative expenses | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 28 | $ 422 | ||||
Stock options to purchase common stock | Non-Employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares of common stock converted under option plan (in shares) | 240,570 | 240,570 | 253,971 | |||
RSUs issued and expecting to vest | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options granted vesting period (in years) | 18 months | |||||
RSUs issued and expecting to vest | Granted to Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 612 | $ 560 | $ 1,155 | $ 990 | ||
2014 Plan | Stock options to purchase common stock | ||||||
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) | $ 6.58 | $ 2.11 | ||||
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 (in shares) | 7,194,670 | 7,194,670 | 6,011,126 | |||
2018 Stock Option and Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for future issuance (in shares) | 741,294 | 741,294 | ||||
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 | 1,111,998 | 1,111,998 | |||
Percentage of authorized number of shares of common stock outstanding | 1.00% | |||||
Number of shares of common stock issued | 0 | 0 | 19,377 | 49,025 | ||
2014 Plan and 2018 Plan | Stock options to purchase common stock | ||||||
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, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Stock Option Activity Under Plans | ||
Number of Shares, Outstanding beginning balance (in shares) | shares | 6,011,126 | |
Number of Shares, Granted (in shares) | shares | 1,669,505 | |
Number of Shares, Exercised (in shares) | shares | (413,887) | |
Number of Shares, Forfeited (in shares) | shares | (72,074) | |
Number of Shares, Outstanding ending balance (in shares) | shares | 7,194,670 | 6,011,126 |
Number of Shares, Options exercisable at June 30, 2021 (in shares) | shares | 4,181,153 | |
Number of Shares, Vested and expected to vest at June 30, 2021 (in shares) | shares | 7,194,670 | |
Stock Options Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Outstanding beginning balance (in dollars per share) | $ / shares | $ 5.55 | |
Weighted Average Exercise Price, Granted (in dollars per share) | $ / shares | 9.34 | |
Weighted Average Exercise Price, Exercised (in dollars per share) | $ / shares | 3.95 | |
Weighted Average Exercise Price, Forfeited (in dollars per share) | $ / shares | 5.16 | |
Weighted Average Exercise Price, Outstanding ending balance (in dollars per share) | $ / shares | 6.53 | $ 5.55 |
Weighted Average Exercise Price, Options exercisable at June 30, 2021 (in dollars per share) | $ / shares | 6.01 | |
Weighted Average Exercise Price, Vested and expected to vest at June 30, 2021 (in dollars per share) | $ / shares | $ 6.53 | |
Stock Option Activity, Additional Disclosures | ||
Weighted Average Remaining Contractual Term (in years), Outstanding | 7 years 5 months 1 day | 7 years 3 months 10 days |
Weighted Average Remaining Contractual Term (in years), Options exercisable | 6 years 4 months 13 days | |
Weighted Average Remaining Contractual Term (in years), Vested and expected to vest | 7 years 5 months 1 day | |
Aggregate Intrinsic Value (in USD) | $ | $ 15,289 | $ 24,912 |
Aggregate Intrinsic Value, Options exercisable at June 30, 2021 (in USD) | $ | 10,728 | |
Aggregate Intrinsic Value, Vested and expected to vest at June 30, 2021 (in USD) | $ | $ 15,289 |
Stock-Based Awards - Summary _2
Stock-Based Awards - Summary of Restricted Stock Unit Activity (Details) - RSUs issued and expecting to vest - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Restricted Stock Unit Activity | ||
Unvested restricted stock units, beginning balance (in shares) | 1,043,300 | |
Unvested restricted stock units, Granted (in shares) | 0 | 1,071,400 |
Unvested restricted stock units, Vested (in shares) | 0 | |
Unvested restricted stock units, Forfeited (in shares) | (45,900) | |
Unvested restricted stock units, ending balance (in shares) | 997,400 | 1,043,300 |
Weighted Average Grant Date Fair Value | ||
Weighted Average Grant-Date Fair Value, beginning balance (in dollars per share) | $ 3.21 | |
Weighted Average Grant-Date Fair Value, Granted (in dollars per share) | 0 | |
Weighted Average Grant-Date Fair Value, Vested (in dollars per share) | 0 | |
Weighted Average Grant-Date Fair Value, Forfeited (in dollars per share) | 3.18 | |
Weighted Average Grant-Date Fair Value, ending balance (in dollars per share) | $ 3.21 | $ 3.21 |
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 | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 4,659 | $ 3,850 |
Research and development expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,687 | 1,425 |
General and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,972 | $ 2,425 |
Debt - Additional Information (
Debt - Additional Information (Details) - Loan and Security Agreement - K2 Health Ventures LLC | Nov. 22, 2019USD ($)tranche$ / shares | Feb. 28, 2021USD ($)shares | Aug. 31, 2020USD ($)shares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Commitment date stock price (in dollars per share) | $ / shares | $ 2.33 | ||||||
Effective interest rate | 12.36% | 12.36% | |||||
Term Loans | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||||||
Number of potential tranches | tranche | 3 | ||||||
Debt instrument interest rate, floating | 8.65% | ||||||
Term of the combined facility (months) | 48 months | ||||||
Final fee percentage | 4.45% | ||||||
Portion of outstanding term loan amount converted | $ 1,500,000 | $ 2,000,000 | |||||
Conversion price per share (USD per share) | $ / shares | $ 1.56 | ||||||
Beneficial conversion feature | $ 2,101,000 | ||||||
Number of shares issued upon conversion of term loan (in shares) | shares | 961,538 | 1,282,050 | |||||
Amortization of debt discount | $ 563,000 | ||||||
Outstanding term loan principal balance | $ 14,000,000 | 14,000,000 | |||||
Interest expense | $ 413,000 | $ 427,000 | $ 1,437,000 | $ 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 | ||||||
Debt instrument interest only payment period (months) | 18 months | ||||||
Debt instrument interest only payment extension period subject to funding of second tranche term loan (months) | 6 months | ||||||
Debt instrument interest only payment extension period subject to funding of third tranche term loan (months) | 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, 2021USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 0 |
2022 | 6,685 |
2023 | 7,315 |
Total principal payments | 14,000 |
Final fee due at maturity in 2024 | 779 |
Total principal payments and final fee | 14,779 |
Unamortized debt discount and final fee | (704) |
Note payable | $ 14,075 |
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, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
Net income (loss) | $ (18,981) | $ (15,561) | $ (14,807) | $ 22,570 | $ (34,542) | $ 7,763 |
Denominator: | ||||||
Weighted average common shares outstanding— basic (in shares) | 43,634,346 | 33,418,412 | 42,632,421 | 30,697,779 | ||
Net income (loss) per share attributable to common stockholders— basic (in dollars per share) | $ (0.44) | $ (0.44) | $ (0.81) | $ 0.25 | ||
Numerator: | ||||||
Net income (loss) attributable to common shareholders - basic | $ (18,981) | $ (14,807) | $ (34,542) | $ 7,763 | ||
Interest expense on convertible note payable | 0 | 0 | 0 | 351 | ||
Net income (loss) attributable to common shareholders - diluted | $ (18,981) | $ (14,807) | $ (34,542) | $ 8,114 | ||
Denominator: | ||||||
Weighted average commons shares outstanding — basic (in shares) | 43,634,346 | 33,418,412 | 42,632,421 | 30,697,779 | ||
Shares issuable upon conversion of convertible notes, as if converted (in shares) | 0 | 0 | 0 | 2,564,102 | ||
Dilutive effect of restricted stock units (in shares) | 0 | 0 | 0 | 107,284 | ||
Dilutive effect of common stock equivalents (in shares) | 0 | 0 | 0 | 394,287 | ||
Weighted average common shares outstanding— diluted (in shares) | 43,634,346 | 33,418,412 | 42,632,421 | 33,763,452 | ||
Net income (loss) per share attributable to common stockholders— diluted (in dollars per share) | $ (0.44) | $ (0.44) | $ (0.81) | $ 0.24 |
Net Loss per Share - Securities
Net Loss per Share - Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
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) | 9,624,582 | 5,599,782 |
Stock options to purchase common stock | ||
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) | 7,194,670 | 5,599,782 |
Shares to be issued under the 2018 ESPP | ||
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) | 1,111,998 | 0 |
RSUs issued and expecting to vest | ||
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) | 997,400 | 0 |
Shares available from conversion of note payable | ||
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) | 320,514 | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision or benefit | $ 0 | $ 0 | $ 0 | $ 0 | |
Interest and penalties accrued | $ 0 | $ 0 | $ 0 |
Leases - Schedule of Future Und
Leases - Schedule of Future Undiscounted Cash Inflows Under Sublease (Details) - Sublease Agreement with EQRx - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Lease Agreements [Line Items] | ||||
2021 | $ 1,417 | $ 1,417 | ||
2022 | 2,884 | 2,884 | ||
2023 | 241 | 241 | ||
Total future sublease payments | 4,542 | 4,542 | ||
Sublease income | $ 656 | $ 547 | $ 1,313 | $ 1,094 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Research and development | $ 12,669 | $ 9,548 | $ 23,213 | $ 20,836 |
Adimab Development | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Research and development | $ 1,500 | $ 2,000 | $ 1,500 | $ 2,000 |
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, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||||
Preferred stock shares issued to related party (in shares) | 0 | 0 | 0 | ||||
Collaboration revenue - related party | $ 0 | $ 0 | $ 0 | $ 38,592,000 | |||
Amounts due from related party | 0 | 0 | |||||
Novartis Institutes for Biomedical Research, Inc. | Novartis Collaboration | |||||||
Related Party Transaction [Line Items] | |||||||
Collaboration revenue - related party | $ 38,592,000 | 0 | 0 | 0 | 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. | Vaccinex Research Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party | 0 | 0 | 0 | 0 | |||
Vaccinex, Inc. | Vaccinex Research Agreement | Clinical Milestone Payment | |||||||
Related Party Transaction [Line Items] | |||||||
Potential milestones payment | 3,500,000 | ||||||
Vaccinex, Inc. | Vaccinex Research Agreement | Regulatory Milestone Payment | |||||||
Related Party Transaction [Line Items] | |||||||
Potential milestones payment | 11,500,000 | ||||||
Vaccinex, Inc. | Vaccinex Research Agreement | Research and development expenses | |||||||
Related Party Transaction [Line Items] | |||||||
Payments to related party | $ 0 | $ 0 | $ 850,000 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Maximum - 2021 ATM Facility - Subsequent Event | Aug. 05, 2021USD ($) |
Subsequent Event [Line Items] | |
Percentage of gross proceeds of shares sold for compensation | 3.00% |
Gross proceeds from issuance of common stock | $ 80,000,000 |