Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 05, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38796 | |
Entity Registrant Name | GOSSAMER BIO, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-5461709 | |
Entity Address, Address Line One | 3013 Science Park Road | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | 858 | |
Local Phone Number | 684-1300 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | GOSS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 75,927,877 | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001728117 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 461,956 | $ 135,089 |
Marketable securities | 93,422 | 266,740 |
Prepaid expenses and other current assets | 10,828 | 7,488 |
Total current assets | 566,206 | 409,317 |
Property and equipment, net | 5,717 | 5,425 |
Operating lease right-of-use assets | 11,394 | 10,303 |
Other assets | 861 | 1,559 |
Total assets | 584,178 | 426,604 |
Current liabilities | ||
Accounts payable | 865 | 956 |
Accrued research and development expenses | 12,239 | 19,258 |
Accrued expenses and other current liabilities | 19,503 | 16,709 |
Total current liabilities | 32,607 | 36,923 |
Long-term convertible senior notes | 142,158 | 0 |
Long-term debt | 28,665 | 28,459 |
Operating lease liabilities - long-term | 8,647 | 8,737 |
Total liabilities | 212,077 | 74,119 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, $0.0001 par value; 700,000,000 shares authorized as of September 30, 2020 and December 31, 2019; 75,907,527 shares issued and 72,475,912 shares outstanding as of September 30, 2020, and 66,284,003 shares issued and 61,635,477 shares outstanding as of December 31, 2019 | 8 | 7 |
Additional paid-in capital | 884,677 | 686,390 |
Accumulated deficit | (512,926) | (334,170) |
Accumulated other comprehensive income | 342 | 258 |
Total stockholders' equity | 372,101 | 352,485 |
Total liabilities and stockholders' equity | $ 584,178 | $ 426,604 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 700,000,000 | 700,000,000 |
Common stock, issued (in shares) | 75,907,527 | 66,284,003 |
Common stock, outstanding (in shares) | 72,475,912 | 61,635,477 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating expenses: | ||||
Research and development | $ 41,846 | $ 40,148 | $ 121,944 | $ 100,807 |
In process research and development | 275 | 0 | 18,080 | 2,000 |
General and administrative | 11,448 | 9,838 | 33,851 | 27,544 |
Total operating expenses | 53,569 | 49,986 | 173,875 | 130,351 |
Loss from operations | (53,569) | (49,986) | (173,875) | (130,351) |
Other income (expense), net | (4,243) | 1,486 | (4,881) | 4,742 |
Net loss | (57,812) | (48,500) | (178,756) | (125,609) |
Other comprehensive income: | ||||
Foreign currency translation, net of tax | 68 | 0 | 59 | 0 |
Unrealized gain (loss) on marketable securities, net of tax | (293) | (168) | 25 | 389 |
Other comprehensive income (loss) | (225) | (168) | 84 | 389 |
Comprehensive loss | $ (58,037) | $ (48,668) | $ (178,672) | $ (125,220) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.80) | $ (0.80) | $ (2.67) | $ (2.39) |
Weighted average common shares outstanding, basic and diluted (in shares) | 72,245,897 | 60,755,872 | 66,931,512 | 52,535,569 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Series Seed Convertible Preferred Stock | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock |
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2018 | 20,000,000 | 45,714,286 | 71,506,513 | |||||
Convertible preferred stock, beginning balance at Dec. 31, 2018 | $ 29,200 | $ 79,615 | $ 229,552 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Conversion of convertible preferred stock into common stock (in shares) | (20,000,000) | (45,714,286) | (71,506,513) | |||||
Conversion of convertible preferred stock into common stock | $ (29,200) | $ (79,615) | $ (229,552) | |||||
Convertible preferred stock, ending balance (in shares) at Mar. 31, 2019 | 0 | 0 | 0 | |||||
Convertible preferred stock, ending balance at Mar. 31, 2019 | $ 0 | $ 0 | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2018 | 8,051,418 | |||||||
Beginning balance at Dec. 31, 2018 | $ (120,069) | $ 2 | $ 33,853 | $ (153,863) | $ (61) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs (in shares) | 19,837,500 | |||||||
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs | 291,344 | $ 2 | 291,342 | |||||
Vesting of restricted stock (in shares) | 1,619,592 | |||||||
Stock-based compensation (in shares) | 27,500 | |||||||
Stock-based compensation | 3,089 | 3,089 | ||||||
Net loss | (32,611) | (32,611) | ||||||
Other comprehensive income | 140 | 140 | ||||||
Conversion of convertible preferred stock into common stock (in shares) | 30,493,460 | |||||||
Conversion of convertible preferred stock into common stock | 338,367 | $ 3 | 338,364 | |||||
Ending balance (in shares) at Mar. 31, 2019 | 60,029,470 | |||||||
Ending balance at Mar. 31, 2019 | 480,260 | $ 7 | 666,648 | (186,474) | 79 | |||
Convertible preferred stock, beginning balance (in shares) at Dec. 31, 2018 | 20,000,000 | 45,714,286 | 71,506,513 | |||||
Convertible preferred stock, beginning balance at Dec. 31, 2018 | $ 29,200 | $ 79,615 | $ 229,552 | |||||
Beginning balance (in shares) at Dec. 31, 2018 | 8,051,418 | |||||||
Beginning balance at Dec. 31, 2018 | (120,069) | $ 2 | 33,853 | (153,863) | (61) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (125,609) | |||||||
Other comprehensive income | 389 | |||||||
Ending balance (in shares) at Sep. 30, 2019 | 60,984,958 | |||||||
Ending balance at Sep. 30, 2019 | 398,873 | $ 7 | 678,010 | (279,472) | 328 | |||
Convertible preferred stock, beginning balance (in shares) at Mar. 31, 2019 | 0 | 0 | 0 | |||||
Convertible preferred stock, beginning balance at Mar. 31, 2019 | $ 0 | $ 0 | $ 0 | |||||
Beginning balance (in shares) at Mar. 31, 2019 | 60,029,470 | |||||||
Beginning balance at Mar. 31, 2019 | 480,260 | $ 7 | 666,648 | (186,474) | 79 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Vesting of restricted stock (in shares) | 404,637 | |||||||
Exercise of stock option (in shares) | 33,273 | |||||||
Exercise of stock options | 86 | 86 | ||||||
Stock-based compensation | 5,140 | 5,140 | ||||||
Net loss | (44,498) | (44,498) | ||||||
Other comprehensive income | 417 | 417 | ||||||
Other additional paid-in capital | 39 | 39 | ||||||
Ending balance (in shares) at Jun. 30, 2019 | 60,467,380 | |||||||
Ending balance at Jun. 30, 2019 | 441,444 | $ 7 | 671,913 | (230,972) | 496 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Vesting of restricted stock (in shares) | 404,639 | |||||||
Exercise of stock option (in shares) | 112,939 | |||||||
Exercise of stock options | 369 | 369 | ||||||
Stock-based compensation | 5,728 | 5,728 | ||||||
Net loss | (48,500) | (48,500) | ||||||
Other comprehensive income | (168) | (168) | ||||||
Ending balance (in shares) at Sep. 30, 2019 | 60,984,958 | |||||||
Ending balance at Sep. 30, 2019 | 398,873 | $ 7 | 678,010 | (279,472) | 328 | |||
Beginning balance (in shares) at Dec. 31, 2019 | 61,635,477 | |||||||
Beginning balance at Dec. 31, 2019 | 352,485 | $ 7 | 686,390 | (334,170) | 258 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Vesting of restricted stock (in shares) | 404,637 | |||||||
Exercise of stock option (in shares) | 4,309 | |||||||
Exercise of stock options | 15 | 15 | ||||||
Stock-based compensation | 8,244 | 8,244 | 0 | |||||
Issuance of common stock pursuant to Employee Stock Purchase Plan (in shares) | 49,889 | |||||||
Issuance of common stock pursuant to Employee Stock Purchase Plan | 556 | 556 | ||||||
Net loss | (54,074) | (54,074) | ||||||
Other comprehensive income | (763) | (763) | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 62,094,000 | |||||||
Ending balance at Mar. 31, 2020 | 306,463 | $ 7 | 695,205 | (388,244) | (505) | |||
Beginning balance (in shares) at Dec. 31, 2019 | 61,635,477 | |||||||
Beginning balance at Dec. 31, 2019 | $ 352,485 | $ 7 | 686,390 | (334,170) | 258 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of stock option (in shares) | 76,275 | |||||||
Net loss | $ (178,756) | |||||||
Other comprehensive income | 84 | |||||||
Ending balance (in shares) at Sep. 30, 2020 | 72,472,912 | |||||||
Ending balance at Sep. 30, 2020 | 372,101 | $ 8 | 884,677 | (512,926) | 342 | |||
Beginning balance (in shares) at Mar. 31, 2020 | 62,094,000 | |||||||
Beginning balance at Mar. 31, 2020 | 306,463 | $ 7 | 695,205 | (388,244) | (505) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs (in shares) | 9,433,963 | |||||||
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs | 117,094 | $ 1 | 117,093 | |||||
Equity component of convertible note issuance | 53,635 | 53,635 | ||||||
Debt issuance costs attributable to convertible feature | (109) | (109) | ||||||
Vesting of restricted stock (in shares) | 404,637 | |||||||
Exercise of stock option (in shares) | 39,698 | |||||||
Exercise of stock options | 139 | 139 | ||||||
Stock-based compensation (in shares) | 0 | |||||||
Stock-based compensation | 8,900 | 8,900 | ||||||
Net loss | (66,870) | (66,870) | ||||||
Other comprehensive income | 1,072 | 1,072 | ||||||
Ending balance (in shares) at Jun. 30, 2020 | 71,972,610 | |||||||
Ending balance at Jun. 30, 2020 | 420,324 | $ 8 | 874,863 | (455,114) | 567 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Vesting of restricted stock (in shares) | 404,637 | |||||||
Exercise of stock option (in shares) | 32,268 | |||||||
Exercise of stock options | 131 | 131 | ||||||
Stock-based compensation | 8,923 | 8,923 | 0 | |||||
Issuance of common stock pursuant to Employee Stock Purchase Plan (in shares) | 63,397 | |||||||
Issuance of common stock pursuant to Employee Stock Purchase Plan | 744 | 744 | ||||||
Net loss | (57,812) | (57,812) | ||||||
Other comprehensive income | (225) | (225) | ||||||
Other additional paid-in capital | 16 | 16 | ||||||
Ending balance (in shares) at Sep. 30, 2020 | 72,472,912 | |||||||
Ending balance at Sep. 30, 2020 | $ 372,101 | $ 8 | $ 884,677 | $ (512,926) | $ 342 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (178,756) | $ (125,609) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,044 | 625 |
Stock-based compensation expense | 26,067 | 13,957 |
In process research and development expenses | 18,080 | 2,000 |
Amortization of operating lease right-of-use assets | 2,015 | 1,615 |
Amortization of debt discount and issuance costs | 2,294 | 148 |
Amortization of premium on investments, net of accretion of discounts | 24 | (2,296) |
Net realized gain on investments | (256) | (1) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (3,340) | (2,807) |
Other assets | 698 | 2,886 |
Operating lease liabilities | (1,294) | (1,566) |
Accounts payable | 10 | 333 |
Accrued expenses | 2,768 | (760) |
Accrued research and development expenses | (7,019) | 8,518 |
Accrued compensation and benefits | (1,959) | 2,263 |
Net cash used in operating activities | (139,624) | (100,694) |
Cash flows from investing activities | ||
Research and development asset acquisitions, net of cash acquired | (18,080) | (2,000) |
Purchase of marketable securities | (108,969) | (399,393) |
Maturities of marketable securities | 199,029 | 205,750 |
Sales of marketable securities | 83,515 | 4,004 |
Purchase of property and equipment | (1,253) | (2,438) |
Net cash provided by (used in) investing activities | 154,242 | (194,077) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 117,110 | 291,311 |
Proceeds from issuance of convertible debt, net | 193,596 | 0 |
Proceeds from the issuance of long-term debt, net of issuance costs of $1,778 | 0 | 28,222 |
Proceeds from the exercise of stock options | 285 | 527 |
Net cash provided by financing activities | 312,291 | 320,060 |
Effect of exchange rate changes on cash and cash equivalents | (42) | 0 |
Net increase in cash and cash equivalents | 326,909 | 25,289 |
Cash and cash equivalents, at the beginning of the period | 135,089 | 105,419 |
Cash and cash equivalents, at the end of the period | 461,956 | 130,708 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,911 | 854 |
Supplemental disclosure of noncash investing and financing activities: | ||
Right-of-use assets obtained in exchange for lease liabilities | 3,106 | 12,458 |
Change in unrealized gain on marketable securities, net of tax | 25 | 510 |
Unpaid property and equipment | 83 | 127 |
Conversion of convertible preferred stock to common stock | 0 | 338,367 |
Employee Stock Purchase Plan | ||
Cash flows from financing activities | ||
Proceeds from issuance of common stock | $ 1,300 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Debt issuance costs | $ 1,778 |
Description of the Business
Description of the Business | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Description of the Business | Description of the Business Gossamer Bio, Inc. (including its subsidiaries, referred to as “we,” “us,” “our,”, or the “Company”) is a clinical-stage biopharmaceutical company focused on discovering, acquiring, developing and commercializing therapeutics in the disease areas of immunology, inflammation and oncology. The Company was incorporated in the state of Delaware on October 25, 2015 (originally as FSG Bio, Inc.) and is based in San Diego, California. The condensed consolidated financial statements include the accounts of Gossamer Bio, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation. Initial Public Offering in February 2019 On February 12, 2019, the Company completed its initial public offering (“IPO”) with the sale of 19,837,500 shares of common stock, including shares of common stock issued upon the exercise in full of the underwriters’ option to purchase additional shares, at a public offering price of $16.00 per share, resulting in net proceeds of $291.3 million, after deducting underwriting discounts, commissions, and offering expenses. In addition, in connection with the completion of the IPO, all of the Company’s outstanding shares of convertible preferred stock were automatically converted into 30,493,460 shares of common stock. Liquidity and Capital Resources The Company has incurred significant operating losses since its inception. As of September 30, 2020, the Company had an accumulated deficit of $512.9 million. From the Company’s inception through September 30, 2020, the Company has funded its operations primarily through equity and debt financings. The Company raised $942.0 million from October 2017 through September 30, 2020 through Series A and Series B convertible preferred stock financings, a convertible note financing, its IPO, its Credit Facility (as defined in Note 5 below), and concurrent underwritten public offerings of its 5.00% convertible senior notes due 2027 (the “2027 Notes”) and common stock in May 2020. See Note 5 for additional information regarding the Credit Facility and the 2027 Notes. In addition, the Company received $12.8 million in cash in connection with the January 2018 acquisition of AA Biopharma Inc. The Company expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. As a result, the Company will need to raise capital through equity offerings, debt financings and other capital sources, including potential collaborations, licenses and other similar arrangements. Management believes that it has sufficient working capital on hand to fund operations through at least the next twelve months from the date these condensed consolidated financial statements were available to be issued. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. COVID-19 The COVID-19 pandemic has caused significant business disruption around the globe. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the pandemic and the impact on the Company’s clinical trials, employees and vendors. At this point, the degree to which COVID-19 may impact the Company’s financial condition or results of operations is uncertain. A prolonged pandemic could have a material and adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to complete certain clinical trials and other efforts required to advance the development of its product candidates and raise additional capital. For example, the Company commenced enrolling patients for a Phase 1b clinical trial in pulmonary arterial hypertension ("PAH") in the first quarter of 2020, and because the Company temporarily paused enrollment as a result of the ongoing COVID-19 viral pandemic, the Company now expects to report topline results from this trial in the fourth quarter of 2020. In addition, due to the challenges of enrolling patients posed by the COVID-19 pandemic, the Company may experience delays in the commencement of its Phase 2 clinical trial of GB002 in PAH and enrollment of patients in its Phase 2 clinical trials of GB004 in ulcerative colitis and of GB002 in PAH, as well as delays in reporting data results from its ongoing trials. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions of the Securities and Exchange Commission (“SEC”) on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2020. The results of operations for the interim period shown in this report are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2019, has been derived from the audited financial statements at that date. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s condensed consolidated financial statements relate to the allocation of the 2027 Notes into liability and equity components, accrued research and development expenses, the valuation of preferred and common stock, the valuation of stock options and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates. Convertible Senior Notes In accounting for the issuance of the 2027 Notes, the Company separated the 2027 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of similar debt instruments that do not have associated convertible features. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2027 Notes. The equity component is not remeasured as long as it continues to meet the condition for equity classification. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the 2027 Notes. The Company allocated the issuance costs incurred to the liability and equity components of the 2027 Notes based on their relative fair values. Issuance costs attributable to the liability component were recorded as a reduction to the liability portion of the 2027 Notes and are being amortized to interest expense over the term of the 2027 Notes. Issuance costs attributable to the equity component, representing the conversion option, were netted with the equity component in stockholders' equity. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets and certain other instruments. For trade receivables and other instruments, entities will be required to use a new forward-looking expected loss model that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities. This guidance is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those years, with early adoption permitted only as of annual reporting periods beginning after December 15, 2018. The Company adopted ASU 2016-13 as of January 1, 2020. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or related financial statement disclosures. Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company uses the if-converted method for assumed conversion of the 2027 Notes to compute the weighted average shares of common stock outstanding for diluted net loss per share. Diluted net loss per share excludes the potential impact of the Company’s common stock options and unvested shares of restricted stock and the potential shares issuable upon conversion of the 2027 Notes because their effect would be anti-dilutive due to the Company’s net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same. The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: As of September 30, 2020 2019 2027 Notes 12,321,900 — Shares issuable upon exercise of stock options 10,266,895 8,099,861 Non-vested shares under restricted stock grants 4,530,998 5,053,169 |
Balance Sheet Accounts and Supp
Balance Sheet Accounts and Supplemental Disclosures | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheets Accounts And Supplemental Disclosures [Abstract] | |
Balance Sheet Accounts and Supplemental Disclosures | Balance Sheet Accounts and Supplemental Disclosures Property and Equipment Property and equipment, net consisted of the following (in thousands): Estimated September 30, December 31, Office equipment 3-7 $ 1,153 $ 1,097 Computer equipment 5 143 124 Software 3 114 87 Lab equipment 2-5 4,025 3,054 Leasehold improvements 6-7 2,540 2,229 Construction in process N/A — 48 Total property and equipment 7,975 6,639 Less: accumulated depreciation 2,258 1,214 Property and equipment, net $ 5,717 $ 5,425 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, December 31, Accrued compensation $ 8,623 $ 9,282 Operating lease liabilities, current 3,548 2,354 Accrued professional service fees 2,581 2,347 Accrued interest, current 3,864 — Accrued other 612 1,126 Accrued in process research and development 275 1,600 Total accrued expenses $ 19,503 $ 16,709 |
Fair Value Measurements and Ava
Fair Value Measurements and Available for Sale Investments | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Measurements And Available For Sale Investments [Abstract] | |
Fair Value Measurements and Available for Sale Investments | Fair Value Measurements and Available for Sale Investments Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company classifies its cash equivalents and available-for-sale investments within Level 1 or Level 2. The fair value of the Company’s investment grade corporate debt securities and commercial paper is determined using proprietary valuation models and analytical tools, which utilize market pricing or prices for similar instruments that are both objective and publicly available, such as matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, and offers. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents the hierarchy for assets measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 (in thousands): Fair Value Measurements at End of Period Using: Total Quoted Market Significant Significant As of September 30, 2020 Money market funds $ 367,344 $ 367,344 $ — $ — U.S. Treasury and agency securities 53,772 53,772 — — Commercial paper 5,580 — 5,580 — Corporate debt securities 53,897 — 53,897 — As of December 31, 2019 Money market funds $ 82,125 $ 82,125 $ — $ — U.S. Treasury and agency securities 91,717 91,717 — — Commercial paper 37,411 — 37,411 — Corporate debt securities 156,277 — 156,277 — The Company did not reclassify any investments between levels in the fair value hierarchy during the periods presented. Fair Value of Other Financial Instruments As of September 30, 2020 and December 31, 2019, the carrying amounts of the Company’s financial instruments, which include cash, interest receivable, accounts payable and accrued expenses, approximate fair values because of their short maturities. Interest receivable as of September 30, 2020 and December 31, 2019, was $0.5 million and $1.5 million,respectively, and is recorded as a component of prepaid expenses and other current assets on the condensed consolidated balance sheets. The Company believes that its Credit Facility bears interest at a rate that approximates prevailing market rates for instruments with similar characteristics and, accordingly, the carrying value of the Credit Facility approximates fair value. The Company estimates the fair value of long-term debt utilizing an income approach. The Company uses a present value calculation to discount principal and interest payments and the final maturity payment on these liabilities using a discounted cash flow model based on observable inputs. The debt instrument is then discounted based on what the current market rates would be as of the reporting date. Based on the assumptions used to value these liabilities at fair value, the debt instrument is categorized as Level 2 in the fair value hierarchy. As of September 30, 2020 the fair value of the Company’s 2027 Notes was $202.0 million. The fair value was determined on the basis of market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy (see Note 5). Available for Sale Investments The Company invests its excess cash in U.S. Treasury and agency securities and debt instruments of corporations and commercial obligations, which are classified as available-for-sale investments. These investments are carried at fair value and are included in the tables below. The Company evaluates securities with unrealized losses to determine whether such losses, if any, are due to credit-related factors. Realized gains and losses are calculated using the specific identification method and recorded as interest income or expense. The Company does not generally intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity. The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by security type, classified in marketable securities and long-term investments as of September 30, 2020 are as follows (in thousands): Amortized Gross Gross Total Marketable securities U.S. Treasury and agency securities $ 35,194 $ — $ — $ 35,194 Commercial paper 5,580 — — 5,580 Corporate debt securities 52,346 302 — 52,648 Total marketable securities $ 93,120 $ 302 $ — $ 93,422 At each reporting date, the Company performs an evaluation of impairment to determine if any unrealized losses are due to credit-related factors. The Company records an allowance for credit losses when unrealized losses are due to credit-related factors. Factors considered when evaluating available-for-sale investments for impairment include the severity of the impairment, changes in underlying credit ratings, the financial condition of the issuer, the probability that the scheduled cash payments will continue to be made and the Company’s intent and ability to hold the investment until recovery of the amortized cost basis. The Company intends and has the ability to hold its investments in unrealized loss positions until their amortized cost basis has been recovered. As of September 30, 2020, there were no material declines in the market value of the Company’s available-for-sale investments due to credit-related factors. Contractual maturities of available-for-sale debt securities, as of September 30, 2020, were as follows (in thousands): Estimated Due within one year $ 79,582 One to two years 13,840 Total $ 93,422 The Company has the ability, if necessary, to liquidate any of its cash equivalents and marketable securities to meet its liquidity needs in the next 12 months. Accordingly, those investments with contractual maturities greater than one year from the date of purchase are classified as current assets on the accompanying condensed consolidated balance sheets. |
Indebtedness
Indebtedness | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness Credit Facility On May 2, 2019, the Company entered into a credit, guaranty and security agreement, as amended on September 18, 2019 and July 2, 2020 (the “Credit Facility”), with MidCap Financial Trust (“MidCap”), as agent and lender, and the additional lenders party thereto from time to time (together with MidCap, the “Lenders”), pursuant to which the Lenders, including affiliates of MidCap and Silicon Valley Bank, agreed to make term loans available to the Company for working capital and general business purposes, in a principal amount of up to $150.0 million in term loan commitments, including a $30.0 million term loan that was funded at the closing date, with the ability to access the remaining $120.0 million in two additional tranches (each $60.0 million), subject to specified availability periods, the achievement of certain clinical development milestones, minimum cash requirements and other customary conditions. The Company, GB001, Inc., GB002, Inc., and GB004, Inc., each wholly-owned subsidiaries of the Company, are designated as co-borrowers to the Credit Facility, whereas GB003, Inc., GB005, Inc., GB006, Inc., GB007, Inc., GB008, Inc. and Gossamer Bio Services, Inc.,each wholly-owned subsidiaries of the Company, are designated as guarantors. The remaining two tranches are available no earlier than the satisfaction of the applicable funding conditions, including the applicable clinical development milestones, and no later than December 31, 2022. As of September 30, 2020, no other tranches under the Credit Facility have been drawn. The Credit Facility is secured by substantially all of the Company’s and its domestic subsidiaries’ personal property, including intellectual property. Each term loan under the Credit Facility bears interest at an annual rate equal to the sum of (i) one-month LIBOR (customarily defined, with a change to prime rate if LIBOR funding becomes unlawful or impractical) plus (ii) 7.00%, subject to a LIBOR floor of 2.00%. The borrower is required to make interest-only payments on the term loan for all payment dates prior to July 1, 2022. The term loans under the Credit Facility will begin amortizing on July 1, 2022, with equal monthly payments of principal plus interest being made by the Company to the Lenders in consecutive monthly installments following such interest-only period until the Credit Facility matures on January 1, 2025. Upon final repayment of the term loans, the borrower must pay an exit fee of 1.75% of the amount borrowed under the Credit Facility, less any partial exit fees previously paid. Upon partial prepayment of a portion of the term loans, the borrower must pay a partial exit fee of 1.75% of the principal being prepaid. At the borrower’s option, the borrower may prepay the outstanding principal balance of the term loan in whole or in part, subject to a prepayment fee of 3.00% of any amount prepaid if the prepayment occurs through and including the first anniversary of the second amendment effective date, 2.00% of the amount prepaid if the prepayment occurs after the first anniversary of the second amendment effective date through and including the second anniversary of the second amendment effective date, and 1.00% of any amount prepaid after the second anniversary of the second amendment effective date and prior to January 1, 2025. The Credit Facility includes affirmative and negative covenants applicable to the Company and certain of its subsidiaries. The affirmative covenants include, among others, covenants requiring such entities to maintain their legal existence and governmental approvals, deliver certain financial reports, maintain insurance coverage, maintain property, pay taxes, satisfy certain requirements regarding accounts and comply with laws and regulations. The negative covenants include, among others, restrictions on such entities from transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, amending material agreements and organizational documents, selling assets and suffering a change in control, in each case subject to certain exceptions. The Company and certain of its subsidiaries are also subject to an ongoing minimum cash financial covenant in which they must maintain unrestricted cash in an amount not less than 25% of the outstanding principal amount of the term loans. As of September 30, 2020, the Company was in compliance with these covenants. The Credit Facility also includes events of default, the occurrence and continuation of which could cause interest to be charged at the rate that is otherwise applicable plus 3.00% and would provide MidCap, as agent, with the right to exercise remedies against the Company and/or certain of its subsidiaries, and the collateral securing the Credit Facility, including foreclosure against the properties securing the credit facilities, including cash. These events of default include, among other things, failure to pay any amounts due under the Credit Facility, a breach of covenants under the Credit Facility, insolvency or the occurrence of insolvency events, the occurrence of a change in control, the occurrence of certain U.S. Food and Drug Administration (“FDA”) and regulatory events, failure to remain registered with the SEC and listed for trading on Nasdaq, the occurrence of a material adverse change, the occurrence of a default under a material agreement reasonably expected to result in a material adverse change, the occurrence of certain defaults under certain other indebtedness in an amount greater than $2.5 million and the occurrence of certain defaults under subordinated indebtedness and convertible indebtedness. Long-term debt as of September 30, 2020 consisted of the following (in thousands): September 30, 2020 Term loan $ 30,000 Debt discount and issuance costs (1,335) Long-term debt $ 28,665 The scheduled future minimum principal payments are as follows (in thousands) September 30, 2020 2020 (remaining 3 months) $ — 2021 — 2022 5,806 2023 11,613 2024 11,613 2025 968 Total $ 30,000 5.00% Convertible Senior Notes due 2027 On May 21, 2020, the Company issued $200.0 million aggregate principal amount of 5.00% convertible senior notes due 2027 in a public offering. The 2027 Notes were registered pursuant to the Company’s Shelf Registration Statement (as defined in Note 7 below). The interest rate on the 2027 Notes is fixed at 5.00% per annum. Interest is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2020. The 2027 Notes will mature on June 1, 2027. The net proceeds from the offering, after deducting the underwriting discounts and commissions and other offering costs, were approximately $193.6 million. The 2027 Notes may be settled in cash, shares of the Company’s common stock, or a combination thereof, solely at the Company’s election. The initial conversion rate of the 2027 Notes is 61.6095 shares per $1,000 principal amount, which is equivalent to a conversion price of approximately $16.23 per share, subject to adjustments. In addition, following certain corporate events that occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its 2027 Notes in connection with such a corporate event during the related redemption period in certain circumstances. The 2027 Notes are senior unsecured obligations of the Company, ranking senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2027 Notes, and are effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness, including all indebtedness under the Credit Facility. Holders may convert their notes at their option only in the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2020, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company’s common stock; (4) if the Company calls such notes for redemption; and (5) at any time from, and including, March 1, 2027 until the close of business on the scheduled trading day immediately before the maturity date. The Company will not have the right to redeem the 2027 Notes prior to June 6, 2024. On or after June 6, 2024 and on or before the 50th scheduled trading day immediately before the maturity date, the Company may redeem the 2027 Notes, in whole or in part, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect on (1) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2)the trading day immediately before the date the Company sends such notice. In the case of any optional redemption, the Company will redeem the 2027 Notes at a redemption price equal to 100% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company undergoes a fundamental change prior to the maturity date of the 2027 Notes, holders of the 2027 Notes may require the Company to repurchase for cash all or part of their 2027 Notes at a repurchase price equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The indenture governing the 2027 Notes provides for customary terms and covenants, including that upon certain events of default, either the trustee or the holders of not less than 25% in aggregate principal amount of the 2027 Notes then outstanding may declare the unpaid principal amount of the 2027 Notes and accrued and unpaid interest, if any, thereon immediately due and payable. As of September 30, 2020, the Company was in compliance with these covenants. In the case of certain events of bankruptcy, insolvency or reorganization, the principal amount of the 2027 Notes together with accrued and unpaid interest, if any, thereon will automatically become and be immediately due and payable. As of September 30, 2020, there were no events or market conditions that would allow holders to convert the 2027 Notes. At the time the 2027 Notes become convertible within 12 months of the balance sheet date, the carrying value of the 2027 Notes will be reclassified to short-term. In accounting for the issuance of the 2027 Notes, the Company separated the 2027 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of similar debt instruments that do not have associated convertible features. The carrying amount of the equity component representing the conversion option was $53.0 million and was determined by deducting the fair value of the liability component from the par value of the 2027 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The debt discount is amortized to interest expense over the term of the 2027 Notes at an effective interest rate of 11.17% over the contractual terms of the 2027 Notes. In accounting for the debt issuance costs of $0.4 million related to the 2027 Notes, the Company allocated the total amount incurred to the liability and equity components of the 2027 Notes based on their relative fair values. Issuance costs attributable to the liability component were $0.3 million and will be amortized to interest expense using the effective interest method over the contractual terms of the 2027 Notes. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. The net carrying amount of the liability component of the 2027 Notes was as follows (in thousands): September 30, 2020 December 31, 2019 Principal amount $ 200,000 $ — Unamortized debt discount (57,557) — Unamortized debt issuance cost (285) — Net carrying amount $ 142,158 $ — The net carrying amount of the equity component of the 2027 Notes was as follows (in thousands): September 30, 2020 December 31, 2019 Debt discount related to the value of conversion option $ 53,635 $ — Debt issuance cost (109) — Net carrying amount $ 53,526 $ — The following table sets forth the interest expense recognized related to the 2027 Notes (in thousands): Three months ended September 30, 2020 Nine months ended September 30, 2020 2020 2019 2020 2019 Contractual interest expense $ 2,500 $ — $ 3,639 $ — Amortization of debt discount 7 — 10 — Amortization of debt issuance cost 1,436 — 2,078 — Total interest expense related to the 2027 Notes $ 3,943 $ — $ 5,727 $ — |
Licenses, Asset Acquisitions an
Licenses, Asset Acquisitions and Contingent Consideration | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Licenses, Asset Acquisitions and Contingent Consideration | Licenses, Asset Acquisitions and Contingent Consideration The following purchased assets were accounted for as asset acquisitions as substantially all of the fair value of the assets acquired were concentrated in a group of similar assets and/or the acquired assets were not capable of producing outputs due to the lack of employees and early stage of development. Because the assets had not yet received regulatory approval, the fair value attributable to these assets was recorded as in process research and development (“IPR&D”) expenses in the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2020. The Company accounts for contingent consideration payable upon achievement of certain regulatory, development or sales milestones in such asset acquisitions when the underlying contingency is met. License from Pulmokine, Inc. (GB002) On October 2, 2017, the Company, entered into a license agreement with Pulmokine, Inc. under which it was granted an exclusive worldwide license and sublicense to certain intellectual property rights owned or controlled by Pulmokine to develop and commercialize GB002 and certain backup compounds for the treatment, prevention and diagnosis of any and all disease or conditions. The Company also has the right to sublicense its rights under the license agreement, subject to certain conditions. The assets acquired are in the early stages of the FDA approval process, and the Company intends to further develop the assets acquired through potential FDA approval as evidenced by the milestone arrangement in the contract. The development activities cannot be performed without significant cost and effort by the Company. The agreement will remain in effect from the effective date, unless terminated earlier, until, on a licensed product-by-licensed product and country-by-country basis, the later of ten years from the date of first commercial sale or when there is no longer a valid patent claim covering such licensed product or specified regulatory exclusivity for the licensed product in such country. The Company is obligated to make future development and regulatory milestone payments of up to $63.0 million, commercial milestone payments of up to $45.0 million, and sales milestone payments of up to $190.0 million. The Company is also obligated to pay tiered royalties on sales for each licensed product, at percentages ranging from the mid-single digits to the high single-digits. The Company made an upfront payment of $5.5 million in October 2017. As of September 30, 2020, no milestones had been accrued as the underlying contingencies had not yet been met. AA Biopharma Inc. Acquisition (GB001) On January 4, 2018, the Company acquired AA Biopharma Inc. pursuant to a merger agreement, and with the acquisition acquired the rights to GB001 and certain backup compounds. In connection with the merger agreement, the Company issued an aggregate of 20,000,000 shares of Series Seed Convertible Preferred Stock and 1,101,278 shares of Common Stock to the AA Biopharma shareholders. The Company recorded IPR&D of $19.3 million in January 2018 in connection with the acquisition of AA Biopharma. License from Aerpio Pharmaceuticals, Inc. (GB004) On June 24, 2018, the Company entered into a license agreement with Aerpio Pharmaceuticals, Inc. (“Aerpio”) under which the Company was granted an exclusive worldwide license and sublicense to certain intellectual property rights owned or controlled by Aerpio to develop and commercialize GB004, and certain other related compounds for all applications. The Company made an upfront payment of $20.0 million in June 2018, which represented the purchase consideration for an asset acquisition. On May 11, 2020, the Company entered into an amendment to the license agreement with Aerpio pursuant to which the Company made an upfront payment of $15.0 million to Aerpio for a reduction in future milestone payments and royalties. Under the amended license agreement, the Company is obligated to make future approval milestone payments of up to $40.0 million and a sales milestone payment of $50.0 million. The Company also has the right to sublicense its rights under the license agreement, subject to certain conditions. The Company is also obligated to pay tiered royalties on sales for each licensed product, at percentages ranging from low- to mid-single digits, subject to certain customary reductions. Aerpio retains its twenty percent (20.00%) participation right on a disposition of GB004. As of September 30, 2020, no milestones had been accrued as the underlying contingencies had not yet been met. Adhaere Pharmaceuticals, Inc. Acquisition (GB1275) On September 21, 2018, the Company acquired Adhaere Pharmaceuticals, Inc. (“Adhaere”) pursuant to a merger agreement for an upfront payment of $7.5 million in cash, and with the acquisition acquired the rights to GB1275 and certain backup compounds. The Company is obligated to make regulatory, development and sales milestone payments of up to $62.0 million and pay tiered royalties on worldwide net sales, at percentages ranging from low to mid-single digits, subject to customary reductions. In September 2018, the Company recorded IPR&D of $7.5 million in connection with the acquisition of Adhaere. In May 2019, the Company made a milestone payment of $1.0 million in connection with the filing of the Investigational New Drug application for the GB1275 program. As of September 30, 2020, no other milestones had been accrued as the underlying contingencies had not yet been met. The Company recorded the following IPR&D expense on the condensed consolidated statements of operations (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 GB001 $ — $ — $ — $ — GB002 — — — — GB004 275 — 15,275 — GB1275 — — — 1,000 Other Programs — — 2,805 1,000 Total in process research and development $ 275 $ — $ 18,080 $ 2,000 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity In connection with the Company’s IPO, the outstanding shares of the Company’s Series Seed, Series A, and Series B Convertible Preferred Stock automatically converted into 30,493,460 shares of common stock. Each share of common stock is entitled to one vote. Common stock owners are entitled to dividends when funds are legally available and declared by the Board. Shelf Registration Statement and Stock Offering On April 10, 2020, the Company filed a universal shelf registration statement on Form S-3, covering the offering from time to time of common stock, preferred stock, debt securities, warrants and units, which registration statement became automatically effective on April 10, 2020 (the “Shelf Registration Statement”). On May 21, 2020, the Company completed a public offering of 9,433,963 shares of its common stock at a public offering price of $13.25 per share. The net proceeds from the offering, after deducting underwriting discounts and commissions and other offering costs, were approximately $117.1 million. The shares sold in the offering were registered pursuant to the Company’s Shelf Registration Statement. Founder Shares On December 3, 2015, the Company issued 9,160,888 shares of common stock as founder shares for services rendered to the Company, valued at $0.0001 par value per share, for a total of approximately $4,100. On January 4, 2018, incremental vesting conditions were placed on the previously issued founder shares. Fifty percent of the previously issued founder shares vested on January 4, 2018, and the remaining founder shares are subject to vesting restrictions over a period of five years. Pursuant to the employment agreements with the Company’s founders executed January 4, 2018, the Company provided for certain potential additional issuances of common stock (the “anti-dilution shares”) to each of the founders to ensure the total number of shares of common stock held by them and their affiliates (inclusive of any shares subject to equity awards granted by the Company) would represent 15% of the Company’s fully-diluted capitalization until such time as the Company raised $300.0 million in equity capital, including the capital raised in the Series A financing. In furtherance of this obligation, on May 21, 2018, the Company issued 251,547 shares of common stock to the founders for services rendered to the Company, valued at $2.61 per share with an additional 251,547 shares of restricted stock subject to the same vesting restrictions and vesting period as the founder shares. In addition, on September 6, 2018, the Company issued 1,795,023 shares of common stock to the founders for services rendered to the Company, valued at $9.63 per share, with an additional 1,795,023 shares of restricted stock subject to the same vesting restrictions and vesting period as the founder shares. Shares of Common Stock Subject to Repurchase In November 2017, in connection with the issuance of the Series A Convertible Preferred Stock, certain employees entered into stock restriction agreements, whereby 1,305,427 shares are subject to forfeiture by the Company upon the stockholder’s termination of employment or service to the Company. In January 2018, the Company’s founders entered into stock restriction agreements, whereby 4,580,444 of previously unrestricted shares of common stock were subject to service vesting conditions. These shares are also subject to forfeiture by the Company upon the stockholders’ termination of employment or service to the Company. Any shares subject to repurchase by the Company are not deemed, for accounting purposes, to be outstanding until those shares vest. As such, the Company recognizes the measurement date fair value of the restricted stock over the vesting period as compensation expense. As of September 30, 2020 and December 31, 2019, 3,434,613 |
Equity Incentive Plans
Equity Incentive Plans | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans | Equity Incentive Plans 2019 Equity Incentive Plan In January 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Incentive Award Plan (the “2019 Plan”). The 2019 Plan became effective on February 6, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. Under the 2019 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards to individuals who are then employees, officers, directors or consultants of the Company, and employees and consultants of the Company’s subsidiaries. A total of 5,750,000 shares of common stock were approved to be initially reserved for issuance under the 2019 Plan. The number of shares that remained available for issuance under the 2017 Plan (as defined below) as of the effective date of the 2019 Plan were, and shares subject to outstanding awards under the 2017 Plan as of the effective date of the 2019 Plan that are subsequently canceled, forfeited or repurchased by the Company will be, added to the shares reserved under the 2019 Plan. In addition, the number of shares of common stock available for issuance under the 2019 Plan will be automatically increased on the first day of each calendar year during the ten-year term of the 2019 Plan, beginning with January 1, 2020 and ending with January 1, 2029, by an amount equal to 5% of the outstanding number of shares of the Company’s common stock on December 31 of the preceding calendar year or such lesser amount as determined by the Company’s board of directors. As of September 30, 2020, an aggregate of 1,696,802 shares of common stock were available for issuance under the 2019 Plan and 7,291,966 shares of common stock were subject to outstanding awards under the 2019 Plan. 2019 Employee Stock Purchase Plan In January 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective as of February 6, 2019, the day prior to the effectiveness of the registration statement filed in connection with the IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 20% of their eligible compensation. A total of 700,000 shares of common stock were approved to be initially reserved for issuance under the ESPP. In addition, the number of shares of common stock available for issuance under the ESPP will be automatically increased on the first day of each calendar year during the first ten-years of the term of the ESPP, beginning with January 1, 2020 and ending with January 1, 2029, by an amount equal to 1% of the outstanding number of shares of the Company’s common stock on December 31 of the preceding calendar year or such lesser amount as determined by the Company’s board of directors. During the nine months ended September 30, 2020, 113,286 shares were issued pursuant to the ESPP. As of September 30, 2020, an aggregate of 1,249,554 shares of common stock were available for issuance under the ESPP. 2017 Equity Incentive Plan The Company’s 2017 Equity Incentive Plan (the “2017 Plan”) permitted the granting of incentive stock options, non-statutory stock options, restricted stock, restricted stock units and other stock-based awards. Subsequent to the adoption of the 2019 Plan, no additional equity awards can be made under the 2017 Plan. As of September 30, 2020, 4,071,312 shares of common stock were subject to outstanding options under the 2017 Plan, and 342,006 shares of restricted stock awards granted under the 2017 plan were unvested. Stock Options The fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company, prior to the closing of its IPO on February 12, 2019, was a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected volatility based on the historical volatility of a publicly traded set of peer companies. Due to the lack of historical exercise history, the expected term of the Company’s stock options for employees has been determined utilizing the “simplified” method for awards. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following table summarizes stock option activity during the nine months ended September 30, 2020: Shares Subject to Weighted- Shares Weighted- Remaining Aggregate (in thousands) Outstanding as of December 31, 2019 8,538,060 $ 13.67 9.0 $ 35,385 Options granted 2,540,122 $ 14.02 Option exercised (76,275) $ 3.73 Options forfeited/cancelled (735,012) $ 13.61 Outstanding as of September 30, 2020 10,266,895 $ 13.83 8.4 $ 19,221 Options vested and exercisable as of September 30, 2020 3,274,782 $ 12.57 7.7 $ 10,026 The aggregate intrinsic value in the above table is calculated as the difference between fair value of the Company’s common stock price on September 30, 2020 and the exercise price of the stock options. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2020 was $0.7 million. The weighted-average grant date fair value per share for the stock option grants during the nine months ended September 30, 2020 was $10.61. The aggregate fair value of stock options that vested during the nine months ended September 30, 2020 was $23.1 million. Restricted Stock The summary of the Company’s restricted stock activity is as follows: Number of Weighted- Nonvested at December 31, 2019 4,648,526 $ 3.98 Granted 1,176,340 $ 11.94 Vested (1,213,911) $ 3.71 Forfeited (79,957) $ 12.95 Nonvested at September 30, 2020 4,530,998 $ 5.96 At September 30, 2020, the total unrecognized compensation related to unvested restricted stock awards granted was $20.7 million, which the Company expects to recognize over a weighted-average period of approximately 2.2 years. Stock-Based Compensation Expense Stock-based compensation expense has been reported in the Company’s condensed consolidated statements of operations as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Research and development $ 4,726 $ 2,727 $ 14,094 $ 6,483 General and administrative 4,197 3,001 11,973 7,474 Total stock-based compensation $ 8,923 $ 5,728 $ 26,067 $ 13,957 At September 30, 2020, the total unrecognized compensation related to unvested stock option awards granted was $61.3 million, which the Company expects to recognize over a weighted-average period of approximately 2.5 years. As of September 30, 2020, total unrecognized compensation expense related to the ESPP was $1.9 million, which the Company expects to recognize over a weighted-average period of approximately one year. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company subleases certain office and laboratory space under a non-cancelable operating lease expiring in January 2025 for the initial leased space and December 2022 for expansion space leased pursuant to an amendment to the lease agreement entered into in August 2018. The sublease agreement included options to extend for the entire premises through October 2028. The options to extend must be exercised prior to the termination of the original lease agreement. The period covered by the options was not included in the non-cancellable lease term as it not was not determined to be reasonably certain to be executed. The lease agreement also includes a one-time termination option for the expansion space only whereby the Company can terminate the lease with advance written notice. The termination option was not determined to be reasonably certain to be executed. The lease is subject to charges for common area maintenance and other costs, and base rent is subject to an annual 3% increase each subsequent year. Costs determined to be variable and not based on an index or rate were not included in the measurement of the operating lease liabilities. In November 2019, the Company entered into an additional non-cancelable lease agreement for certain office and laboratory space (the “permanent space”) in San Diego, California, commencing on May 1, 2020 and expiring on December 31, 2021. The lease agreement includes a lease for temporary space commencing on January 1, 2020 and expiring on the commencement date of the lease of the permanent space. The monthly base rent for the permanent and temporary space is $63,425 and $28,745, respectively. The lease agreement included an option to extend the term of the permanent space for twelve months. The option to extend must be exercised nine months prior to the termination of the original lease agreement. The period covered by the option was not included in the non-cancellable lease term as it not was not determined to be reasonably certain to be executed. The lease is subject to charges for common area maintenance and other costs, and base rent is subject to an annual 3% increase each subsequent year. In June 2020, the Company entered into a sublease agreement for the permanent space with a third party. The sublease commenced on July 1, 2020 and expires on December 31, 2021. The sublessee pays the monthly base rent of $63,425, subject to an annual 3% increase, and is obligated to pay for common area maintenance and other costs. The sublessee received a 6 months base rent abatement. The Company determined that there was no impairment on the original right-of-use asset and will continue to account for the permanent space as it did before the commencement of the sublease. The Company recognized $0.1 million in sublease income for the three and nine months ended September 30, 2020. On July 29, 2020, the Company entered into a lease assignment agreement, whereby it became the assignee to a lease for certain office and laboratory space in Ann Arbor, Michigan. The lease term expires on December 31, 2026 and the Company has the option to extend the term of the lease by up to five years. The period covered by the option was not included in the non-cancellable lease term as it was not determined to be reasonably certain to be executed. The monthly base rent for the space is $28,495. The lease is subject to charges for common area maintenance and other costs, and base rent is subject to an annual 2.5% increase on January 1 of each year. Monthly rent expense is recognized on a straight-line basis over the term of the leases. The operating leases are included in the balance sheet at the present value of the lease payments at a weighted-average discount rate of 7% using the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment as the leases do not provide an implicit rate. The weighted average remaining lease term was 3.7 years. Lease costs were comprised of the following (in thousands): Three months ended September 30, 2020 Nine months ended September 30, 2020 Operating lease cost $ 1,007 $ 2,577 Short-term lease cost 16 54 Total lease cost $ 1,023 $ 2,631 Cash paid for amounts included in the measurement of operating lease liabilities for the three and nine months ended September 30, 2020 was $1.0 million and $2.6 million, respectively. Gross future minimum annual rental commitments as of September 30, 2020, were as follows (in thousands): Undiscounted Rent Year ending December 31 2020 (remaining 3 months) $ 1,043 2021 4,273 2022 3,579 2023 2,063 2024 2,123 2025 387 Thereafter 397 Total undiscounted rent payments $ 13,865 Present value discount (1,670) Present value $ 12,195 Current portion of operating lease liability (included as a component of accrued expenses) 3,548 Noncurrent operating lease liabilities 8,647 Total operating lease liability $ 12,195 For the three and nine months ended September 30, 2020 the Company recorded approximately $1.0 million and $2.9 million, respectively, in rent expense. Litigation Kuhne vs. Gossamer Bio, Inc., et. al. On April 3, 2020, Scott Kuhne, individually and on behalf of all others similarly situated, filed a putative class action lawsuit against the Company, certain of its executive officers and directors, and the underwriters of its IPO in the United States District Court for the Southern District of California (Case No. 3:20-cv-00649-DMS-MDD). The first amended complaint was filed on August 31, 2020. The complaint was filed on behalf of all persons who purchased or otherwise acquired the Company’s securities between February 8, 2019 and December 13, 2019. The first amended complaint alleges that the Company, certain of its executive officers and directors, and the underwriters of its IPO made false and/or misleading statements and failed to disclose material adverse facts about its business, operations and prospects in violation of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, and Sections 10(b) (and Rule 10b-5 promulgated thereunder) and 20(a) of the Securities Exchange Act of 1934, as amended. The plaintiff seeks damages, interest, costs, attorneys’ fees, and other unspecified equitable relief. Following meet and confer discussions amongst the parties to the litigation, Plaintiff was granted leave to further amend his complaint by no later than November 20, 2020. Thereafter, the Company’s deadline to move to dismiss or otherwise answer that complaint is January 19, 2021. The Company intends to vigorously defend this matter. Given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for, among other things, class certification and success on the merits, the Company cannot estimate the reasonably possible loss or range of loss that may result from this action. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions of the Securities and Exchange Commission (“SEC”) on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2020. The results of operations for the interim period shown in this report are not necessarily indicative of the results that may be expected for any other interim period or for the full year. The balance sheet at December 31, 2019, has been derived from the audited financial statements at that date. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s condensed consolidated financial statements relate to the allocation of the 2027 Notes into liability and equity components, accrued research and development expenses, the valuation of preferred and common stock, the valuation of stock options and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ from those estimates. |
Convertible Senior Notes | Convertible Senior Notes In accounting for the issuance of the 2027 Notes, the Company separated the 2027 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of similar debt instruments that do not have associated convertible features. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2027 Notes. The equity component is not remeasured as long as it continues to meet the condition for equity classification. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the 2027 Notes. The Company allocated the issuance costs incurred to the liability and equity components of the 2027 Notes based on their relative fair values. Issuance costs attributable to the liability component were recorded as a reduction to the liability portion of the 2027 Notes and are being amortized to interest expense over the term of the 2027 Notes. Issuance costs attributable to the equity component, representing the conversion option, were netted with the equity component in stockholders' equity. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets and certain other instruments. For trade receivables and other instruments, entities will be required to use a new forward-looking expected loss model that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities. This guidance is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those years, with early adoption permitted only as of annual reporting periods beginning after December 15, 2018. The Company adopted ASU 2016-13 as of January 1, 2020. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or related financial statement disclosures. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company uses the if-converted method for assumed conversion of the 2027 Notes to compute the weighted average shares of common stock outstanding for diluted net loss per share. Diluted net loss per share excludes the potential impact of the Company’s common stock options and unvested shares of restricted stock and the potential shares issuable upon conversion of the 2027 Notes because their effect would be anti-dilutive due to the Company’s net loss. Since the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same. The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: As of September 30, 2020 2019 2027 Notes 12,321,900 — Shares issuable upon exercise of stock options 10,266,895 8,099,861 Non-vested shares under restricted stock grants 4,530,998 5,053,169 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Net Loss Per Share | The table below provides potentially dilutive securities not included in the calculation of the diluted net loss per share because to do so would be anti-dilutive: As of September 30, 2020 2019 2027 Notes 12,321,900 — Shares issuable upon exercise of stock options 10,266,895 8,099,861 Non-vested shares under restricted stock grants 4,530,998 5,053,169 |
Balance Sheet Accounts and Su_2
Balance Sheet Accounts and Supplemental Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheets Accounts And Supplemental Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): Estimated September 30, December 31, Office equipment 3-7 $ 1,153 $ 1,097 Computer equipment 5 143 124 Software 3 114 87 Lab equipment 2-5 4,025 3,054 Leasehold improvements 6-7 2,540 2,229 Construction in process N/A — 48 Total property and equipment 7,975 6,639 Less: accumulated depreciation 2,258 1,214 Property and equipment, net $ 5,717 $ 5,425 |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consisted of the following (in thousands): As of September 30, December 31, Accrued compensation $ 8,623 $ 9,282 Operating lease liabilities, current 3,548 2,354 Accrued professional service fees 2,581 2,347 Accrued interest, current 3,864 — Accrued other 612 1,126 Accrued in process research and development 275 1,600 Total accrued expenses $ 19,503 $ 16,709 |
Fair Value Measurements and A_2
Fair Value Measurements and Available for Sale Investments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Measurements And Available For Sale Investments [Abstract] | |
Assets Measured at Fair Value on Recurring Basis | The following table presents the hierarchy for assets measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 (in thousands): Fair Value Measurements at End of Period Using: Total Quoted Market Significant Significant As of September 30, 2020 Money market funds $ 367,344 $ 367,344 $ — $ — U.S. Treasury and agency securities 53,772 53,772 — — Commercial paper 5,580 — 5,580 — Corporate debt securities 53,897 — 53,897 — As of December 31, 2019 Money market funds $ 82,125 $ 82,125 $ — $ — U.S. Treasury and agency securities 91,717 91,717 — — Commercial paper 37,411 — 37,411 — Corporate debt securities 156,277 — 156,277 — |
Schedule of Available for Sale Investments by Security Type | The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by security type, classified in marketable securities and long-term investments as of September 30, 2020 are as follows (in thousands): Amortized Gross Gross Total Marketable securities U.S. Treasury and agency securities $ 35,194 $ — $ — $ 35,194 Commercial paper 5,580 — — 5,580 Corporate debt securities 52,346 302 — 52,648 Total marketable securities $ 93,120 $ 302 $ — $ 93,422 |
Schedule of Contractual Maturities of Available-for-sale Debt Securities | Contractual maturities of available-for-sale debt securities, as of September 30, 2020, were as follows (in thousands): Estimated Due within one year $ 79,582 One to two years 13,840 Total $ 93,422 |
Indebtedness (Tables)
Indebtedness (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt as of September 30, 2020 consisted of the following (in thousands): September 30, 2020 Term loan $ 30,000 Debt discount and issuance costs (1,335) Long-term debt $ 28,665 |
Schedule of Future Minimum Principal Payments | The scheduled future minimum principal payments are as follows (in thousands) September 30, 2020 2020 (remaining 3 months) $ — 2021 — 2022 5,806 2023 11,613 2024 11,613 2025 968 Total $ 30,000 |
Schedule of Net Carrying Amount of Liability Component | The net carrying amount of the liability component of the 2027 Notes was as follows (in thousands): September 30, 2020 December 31, 2019 Principal amount $ 200,000 $ — Unamortized debt discount (57,557) — Unamortized debt issuance cost (285) — Net carrying amount $ 142,158 $ — |
Schedule of Equity Components | The net carrying amount of the equity component of the 2027 Notes was as follows (in thousands): September 30, 2020 December 31, 2019 Debt discount related to the value of conversion option $ 53,635 $ — Debt issuance cost (109) — Net carrying amount $ 53,526 $ — |
Schedule of Interest Expense Recognized | The following table sets forth the interest expense recognized related to the 2027 Notes (in thousands): Three months ended September 30, 2020 Nine months ended September 30, 2020 2020 2019 2020 2019 Contractual interest expense $ 2,500 $ — $ 3,639 $ — Amortization of debt discount 7 — 10 — Amortization of debt issuance cost 1,436 — 2,078 — Total interest expense related to the 2027 Notes $ 3,943 $ — $ 5,727 $ — |
Licenses, Asset Acquisitions _2
Licenses, Asset Acquisitions and Contingent Consideration (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of IPR&D Expense | The Company recorded the following IPR&D expense on the condensed consolidated statements of operations (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 GB001 $ — $ — $ — $ — GB002 — — — — GB004 275 — 15,275 — GB1275 — — — 1,000 Other Programs — — 2,805 1,000 Total in process research and development $ 275 $ — $ 18,080 $ 2,000 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity during the nine months ended September 30, 2020: Shares Subject to Weighted- Shares Weighted- Remaining Aggregate (in thousands) Outstanding as of December 31, 2019 8,538,060 $ 13.67 9.0 $ 35,385 Options granted 2,540,122 $ 14.02 Option exercised (76,275) $ 3.73 Options forfeited/cancelled (735,012) $ 13.61 Outstanding as of September 30, 2020 10,266,895 $ 13.83 8.4 $ 19,221 Options vested and exercisable as of September 30, 2020 3,274,782 $ 12.57 7.7 $ 10,026 |
Summary of Restricted Stock Activity | The summary of the Company’s restricted stock activity is as follows: Number of Weighted- Nonvested at December 31, 2019 4,648,526 $ 3.98 Granted 1,176,340 $ 11.94 Vested (1,213,911) $ 3.71 Forfeited (79,957) $ 12.95 Nonvested at September 30, 2020 4,530,998 $ 5.96 |
Stock-Based Compensation Expense Reported in Condensed Consolidated Statements of Operations | Stock-based compensation expense has been reported in the Company’s condensed consolidated statements of operations as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Research and development $ 4,726 $ 2,727 $ 14,094 $ 6,483 General and administrative 4,197 3,001 11,973 7,474 Total stock-based compensation $ 8,923 $ 5,728 $ 26,067 $ 13,957 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Costs | Lease costs were comprised of the following (in thousands): Three months ended September 30, 2020 Nine months ended September 30, 2020 Operating lease cost $ 1,007 $ 2,577 Short-term lease cost 16 54 Total lease cost $ 1,023 $ 2,631 |
Schedule of Gross Future Minimum Annual Rental Commitments | Gross future minimum annual rental commitments as of September 30, 2020, were as follows (in thousands): Undiscounted Rent Year ending December 31 2020 (remaining 3 months) $ 1,043 2021 4,273 2022 3,579 2023 2,063 2024 2,123 2025 387 Thereafter 397 Total undiscounted rent payments $ 13,865 Present value discount (1,670) Present value $ 12,195 Current portion of operating lease liability (included as a component of accrued expenses) 3,548 Noncurrent operating lease liabilities 8,647 Total operating lease liability $ 12,195 |
Description of the Business - A
Description of the Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 21, 2020 | Feb. 12, 2019 | Jan. 04, 2018 | Sep. 30, 2020 | Dec. 31, 2019 |
Description Of Business [Line Items] | |||||
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs (in shares) | 9,433,963 | ||||
Offering price (in dollars per share) | $ 13.25 | ||||
Accumulated deficit | $ (512,926) | $ (334,170) | |||
Funds raised through Series A and Series B Convertible Preferred Stock, convertible note financings and completed IPO | $ 942,000 | ||||
AA Biopharma Inc. | |||||
Description Of Business [Line Items] | |||||
Cash received in connection with acquisition | $ 12,800 | ||||
2027 Notes | |||||
Description Of Business [Line Items] | |||||
Debt instrument interest rate percentage | 5.00% | 5.00% | |||
Initial Public Offering ("IPO") | |||||
Description Of Business [Line Items] | |||||
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs (in shares) | 19,837,500 | ||||
Offering price (in dollars per share) | $ 16 | ||||
Net proceeds, after deducting underwriting discounts, commissions, and offering expenses | $ 291,300 | ||||
Initial Public Offering ("IPO") | Conversion of Convertible Preferred Stock into Common Stock | |||||
Description Of Business [Line Items] | |||||
Common stock issued in conversion of convertible preferred stock (in shares) | 30,493,460 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
2027 Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included from calculation of diluted net loss per share (in shares) | 12,321,900 | 0 |
Shares issuable upon exercise of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included from calculation of diluted net loss per share (in shares) | 10,266,895 | 8,099,861 |
Non-vested shares under restricted stock grants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included from calculation of diluted net loss per share (in shares) | 4,530,998 | 5,053,169 |
Balance Sheet Accounts and Su_3
Balance Sheet Accounts and Supplemental Disclosures - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 7,975 | $ 6,639 |
Less: accumulated depreciation | 2,258 | 1,214 |
Property and equipment, net | 5,717 | 5,425 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,153 | 1,097 |
Office equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 3 years | |
Office equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 7 years | |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 143 | 124 |
Property and equipment, estimated useful life | 5 years | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 114 | 87 |
Property and equipment, estimated useful life | 3 years | |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4,025 | 3,054 |
Lab equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 2 years | |
Lab equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,540 | 2,229 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 6 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 7 years | |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 0 | $ 48 |
Balance Sheet Accounts and Su_4
Balance Sheet Accounts and Supplemental Disclosures - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 8,623 | $ 9,282 |
Operating lease liabilities, current | 3,548 | 2,354 |
Accrued professional service fees | 2,581 | 2,347 |
Accrued interest, current | 3,864 | 0 |
Accrued other | 612 | 1,126 |
Accrued in process research and development | 275 | 1,600 |
Total accrued expenses | $ 19,503 | $ 16,709 |
Fair Value Measurements and A_3
Fair Value Measurements and Available for Sale Investments - Assets Measured at Fair Value on Recurring Basis (Details) - Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | $ 367,344 | $ 82,125 |
U.S. Treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 53,772 | 91,717 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 5,580 | 37,411 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 53,897 | 156,277 |
Quoted Market Prices for Identical Assets (Level 1) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 367,344 | 82,125 |
Quoted Market Prices for Identical Assets (Level 1) | U.S. Treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 53,772 | 91,717 |
Quoted Market Prices for Identical Assets (Level 1) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 0 | 0 |
Quoted Market Prices for Identical Assets (Level 1) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | U.S. Treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 5,580 | 37,411 |
Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 53,897 | 156,277 |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 0 | 0 |
Significant Unobservable Inputs (Level 3) | U.S. Treasury and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured at fair value on recurring basis | $ 0 | $ 0 |
Fair Value Measurements and A_4
Fair Value Measurements and Available for Sale Investments - Additional Information (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value hierarchy level 1 to level 2 | $ 0 | $ 0 |
Fair value hierarchy level 2 to level 1 | 0 | 0 |
2027 Notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of convertible senior notes | 202,000,000 | |
Prepaid Expenses and Other Current Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest and securities receivable | $ 500,000 | $ 1,500,000 |
Fair Value Measurements and A_5
Fair Value Measurements and Available for Sale Investments - Schedule of Available for sale Investments by Security Type (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Investments, Amortized Cost | $ 93,120 |
Available-for-sale Investments, Gross Unrealized Gains | 302 |
Available-for-sale Investments, Gross Unrealized Losses | 0 |
Available-for-sale Investments, Total Fair Value | 93,422 |
U.S. Treasury and agency securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Investments, Amortized Cost | 35,194 |
Available-for-sale Investments, Gross Unrealized Gains | 0 |
Available-for-sale Investments, Gross Unrealized Losses | 0 |
Available-for-sale Investments, Total Fair Value | 35,194 |
Commercial paper | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Investments, Amortized Cost | 5,580 |
Available-for-sale Investments, Gross Unrealized Gains | 0 |
Available-for-sale Investments, Gross Unrealized Losses | 0 |
Available-for-sale Investments, Total Fair Value | 5,580 |
Corporate debt securities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Available-for-sale Investments, Amortized Cost | 52,346 |
Available-for-sale Investments, Gross Unrealized Gains | 302 |
Available-for-sale Investments, Gross Unrealized Losses | 0 |
Available-for-sale Investments, Total Fair Value | $ 52,648 |
Fair Value Measurements and A_6
Fair Value Measurements and Available for Sale Investments - Schedule of Contractual Maturities of Available-for-sale Debt Securities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Fair Value Measurements And Available For Sale Investments [Abstract] | |
Due within one year | $ 79,582 |
One to two years | 13,840 |
Total | $ 93,422 |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Details) | May 21, 2020USD ($)day$ / shares | May 02, 2019USD ($)Tranche | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) |
Debt Instrument [Line Items] | ||||
Amount funded | $ 0 | $ 28,222,000 | ||
Proceeds from issuance of convertible debt, net | 193,596,000 | $ 0 | ||
Term Loan | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 150,000,000 | |||
Amount funded | 30,000,000 | |||
Remaining borrowing capacity | $ 120,000,000 | |||
Number of additional tranches | Tranche | 2 | |||
Percentage of exit fee on amount borrowed on final repayment | 1.75% | |||
Percentage of exit fee on amount borrowed on partial prepayment | 1.75% | |||
Debt covenant minimum unrestricted cash percentage | 25.00% | |||
Debt instrument, default trigger amount | $ 2,500,000 | |||
Term Loan | Credit Facility | Prepayment Occurs through First Anniversary of Closing Date | ||||
Debt Instrument [Line Items] | ||||
Percentage of prepayment fee | 3.00% | |||
Term Loan | Credit Facility | First Anniversary of Closing Date through Second Anniversary of Closing Date | ||||
Debt Instrument [Line Items] | ||||
Percentage of prepayment fee | 2.00% | |||
Term Loan | Credit Facility | Second Anniversary of Closing Date and Prior to Jan 1, 2025 | ||||
Debt Instrument [Line Items] | ||||
Percentage of prepayment fee | 1.00% | |||
Term Loan | Credit Facility | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 7.00% | |||
Interest rate | 2.00% | |||
Term Loan | Credit Facility | MidCap Financial Trust | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.00% | |||
Term Loan | Tranche One | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Remaining borrowing capacity | $ 60,000,000 | |||
Term Loan | Tranche Two | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Remaining borrowing capacity | $ 60,000,000 | |||
2027 Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.00% | 5.00% | ||
Debt instrument aggregate principal amount | $ 200,000,000 | |||
Proceeds from issuance of convertible debt, net | $ 193,600,000 | |||
Convertible notes, initial conversion price (in dollars per share) | $ / shares | $ 16.23 | |||
Debt instrument conversion ratio | 0.0616 | |||
Convertible notes, percentage of conversion price | 130.00% | |||
Debt conversion, converted Instrument | $ 1,000 | |||
Convertible notes, redemption percentage | 100.00% | |||
Percentage of repurchase price is equal to principal amount of convertible notes | 100.00% | |||
Percentage in aggregate principal amount (not less than) | 0.25 | |||
Carrying amount of the equity component | $ 53,000,000 | |||
Convertible notes, effective interest rate | 11.17% | |||
Debt issuance costs | $ 400,000 | |||
Amortization of debt issuance cost | $ 300,000 | |||
2027 Notes | Maximum | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, percentage of last reported sale price of common stock | 98.00% | |||
2027 Notes | 130% Applicable Conversion Price | Minimum | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, consecutive trading days | day | 20 | |||
2027 Notes | 130% Applicable Conversion Price | Maximum | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, consecutive trading days | day | 30 | |||
2027 Notes | 98% Applicable Conversion Price | Minimum | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, consecutive trading days | day | 5 | |||
2027 Notes | 98% Applicable Conversion Price | Maximum | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, consecutive trading days | day | 10 |
Indebtedness - Schedule of Long
Indebtedness - Schedule of Long-term Debt (Details) - Credit Facility $ in Thousands | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
Term loan | $ 30,000 |
Debt discount and issuance costs | (1,335) |
Long-term debt | $ 28,665 |
Indebtedness - Schedule of Futu
Indebtedness - Schedule of Future Minimum Principal Payments (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
2020 (remaining 3 months) | $ 0 |
Credit Facility | |
Debt Instrument [Line Items] | |
2021 | 0 |
2022 | 5,806 |
2023 | 11,613 |
2024 | 11,613 |
2025 | 968 |
Total | $ 30,000 |
Indebtedness - Schedule of Net
Indebtedness - Schedule of Net Carrying Amount of Liability Component (Details) - 2027 Notes - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Principal amount | $ 200,000 | $ 0 |
Unamortized debt discount | (57,557) | 0 |
Unamortized debt issuance cost | (285) | 0 |
Long-term debt | $ 142,158 | $ 0 |
Indebtedness - Schedule of Equi
Indebtedness - Schedule of Equity Components (Details) - 2027 Notes - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Debt discount related to the value of conversion option | $ 53,635 | $ 0 |
Debt issuance cost | (109) | 0 |
Net carrying amount | $ 53,526 | $ 0 |
Indebtedness - Schedule of Inte
Indebtedness - Schedule of Interest Expense Recognized (Details) - 2027 Notes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 2,500 | $ 0 | $ 3,639 | $ 0 |
Amortization of debt discount | 7 | 0 | 10 | 0 |
Amortization of debt issuance cost | 1,436 | 0 | 2,078 | 0 |
Total interest expense related to the 2027 Notes | $ 3,943 | $ 0 | $ 5,727 | $ 0 |
Licenses, Asset Acquisitions _3
Licenses, Asset Acquisitions and Contingent Consideration - Additional Information (Details) - USD ($) | May 11, 2020 | Sep. 21, 2018 | Jun. 24, 2018 | Jan. 04, 2018 | Oct. 02, 2017 | May 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Business Acquisition [Line Items] | ||||||||||||||
In process research and development | $ 20,000,000 | $ 275,000 | $ 0 | $ 18,080,000 | $ 2,000,000 | |||||||||
GB002 | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
In process research and development | 0 | 0 | 0 | 0 | ||||||||||
GB001 | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
In process research and development | 0 | 0 | 0 | 0 | ||||||||||
GB004 | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
In process research and development | 275,000 | 0 | 15,275,000 | 0 | ||||||||||
GB1275 | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
In process research and development | 0 | $ 0 | 0 | $ 1,000,000 | ||||||||||
Pulmokine, Inc. | License Agreement | GB002 | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Product license term | 10 years | |||||||||||||
Upfront payment | $ 5,500,000 | |||||||||||||
Milestones accrued | 0 | 0 | ||||||||||||
Pulmokine, Inc. | License Agreement | GB002 | Maximum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Development and regulatory milestone payments, payable | $ 63,000,000 | |||||||||||||
Commercial milestone payments, payable | 45,000,000 | |||||||||||||
Sales milestone payments, payable | $ 190,000,000 | |||||||||||||
AA Biopharma Inc. | GB001 | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
In process research and development | $ 19,300,000 | |||||||||||||
AA Biopharma Inc. | GB001 | Common stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, aggregate number of shares issued (in shares) | 1,101,278 | |||||||||||||
AA Biopharma Inc. | GB001 | Series Seed Convertible Preferred Stock | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition, aggregate number of shares issued (in shares) | 20,000,000 | |||||||||||||
Aerpio Pharmaceuticals, Inc. | License Agreement | GB004 | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Upfront payment | $ 15,000,000 | |||||||||||||
Milestones accrued | 0 | 0 | ||||||||||||
Participation rights | 20.00% | |||||||||||||
Aerpio Pharmaceuticals, Inc. | License Agreement | GB004 | Maximum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Development and regulatory milestone payments, payable | 40,000,000 | |||||||||||||
Sales milestone payments, payable | $ 50,000,000 | |||||||||||||
Adhaere Pharmaceuticals, Inc. | GB1275 | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Milestones accrued | $ 0 | $ 0 | ||||||||||||
In process research and development | $ 7,500,000 | |||||||||||||
Upfront payment, purchase consideration paid | $ 7,500,000 | |||||||||||||
Milestones payment | $ 1,000,000 | |||||||||||||
Adhaere Pharmaceuticals, Inc. | GB1275 | Maximum | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Regulatory, development and sales milestone payments payable | $ 62,000,000 |
Licenses, Asset Acquisitions _4
Licenses, Asset Acquisitions and Contingent Consideration - Schedule of IPR&D Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total in process research and development | $ 20,000 | $ 275 | $ 0 | $ 18,080 | $ 2,000 |
GB001 | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total in process research and development | 0 | 0 | 0 | 0 | |
GB002 | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total in process research and development | 0 | 0 | 0 | 0 | |
GB004 | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total in process research and development | 275 | 0 | 15,275 | 0 | |
GB1275 | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total in process research and development | 0 | 0 | 0 | 1,000 | |
Other Programs | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Total in process research and development | $ 0 | $ 0 | $ 2,805 | $ 1,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | May 21, 2020USD ($)$ / sharesshares | Sep. 06, 2018$ / sharesshares | May 21, 2018$ / sharesshares | Jan. 04, 2018USD ($) | Dec. 03, 2015USD ($)$ / sharesshares | Jan. 31, 2018shares | Nov. 30, 2017shares | Jun. 30, 2020USD ($)shares | Mar. 31, 2019USD ($)shares | Sep. 30, 2020USD ($)vote$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019$ / sharesshares |
Stockholders Equity [Line Items] | ||||||||||||
Common stock number of votes per share | vote | 1 | |||||||||||
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs (in shares) | 9,433,963 | |||||||||||
Offering price (in dollars per share) | $ / shares | $ 13.25 | |||||||||||
Proceeds from issuance of common stock | $ | $ 117,100,000 | $ 117,110,000 | $ 291,311,000 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Issuance of common stock in connection with a public offering net of underwriting discounts, commissions and offering costs | $ | $ 117,094,000 | $ 291,344,000 | ||||||||||
Shares of common stock, repurchase (in shares) | 3,434,613 | 4,648,526 | ||||||||||
Series A Convertible Preferred Stock | Stock Restriction Agreements | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Shares subject to forfeiture (in shares) | 1,305,427 | |||||||||||
Founder | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs (in shares) | 1,795,023 | 251,547 | ||||||||||
Percentage of fully diluted share capital | 15.00% | |||||||||||
Increased in equity capital amount | $ | $ 300,000,000 | |||||||||||
Common stock issued price per share | $ / shares | $ 9.63 | $ 2.61 | ||||||||||
Additional shares of restricted stock subject to vesting restrictions (in shares) | 1,795,023 | 251,547 | ||||||||||
Common stock | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Conversion of convertible preferred stock into common stock (in shares) | 30,493,460 | |||||||||||
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs (in shares) | 9,433,963 | 19,837,500 | ||||||||||
Issuance of common stock in connection with a public offering net of underwriting discounts, commissions and offering costs | $ | $ 1,000 | $ 2,000 | ||||||||||
Common stock | Stock Restriction Agreements | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Unrestricted shares of common stock were subject to service vesting conditions (in shares) | 4,580,444 | |||||||||||
Founder Shares | ||||||||||||
Stockholders Equity [Line Items] | ||||||||||||
Issuance of common stock in connection with a public offering, net of underwriting discounts, commissions, and offering costs (in shares) | 9,160,888 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Issuance of common stock in connection with a public offering net of underwriting discounts, commissions and offering costs | $ | $ 4,100 | |||||||||||
Common Stock vesting percentage | 50.00% | |||||||||||
Common stock vesting period | 5 years |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 06, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares outstanding awarded (in shares) | 10,266,895 | 8,538,060 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ 20.7 | ||
Weighted-average period of cost expects to recognize | 2 years 2 months 12 days | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | ||
Aggregate intrinsic value, options vested in period | $ 0.7 | ||
Weighted-average grant date fair value (in dollars per share) | $ 10.61 | ||
Aggregate fair value of stock options vested during period | $ 23.1 | ||
Stock-Based Compensation Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average period of cost expects to recognize | 2 years 6 months | ||
Unrecognized compensation expense related to the ESPP. | $ 61.3 | ||
2019 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of share reserved for future issuance | 5,750,000 | ||
Term of awards | 10 years | ||
Percentage of amount increase in outstanding shares | 5.00% | ||
Common stock available for issuance (in shares) | 1,696,802 | ||
Shares outstanding awarded (in shares) | 7,291,966 | ||
2019 Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of share reserved for future issuance | 700,000 | ||
Term of awards | 10 years | ||
Percentage of amount increase in outstanding shares | 1.00% | ||
Number of share issued under ESPP | 113,286 | ||
Number of share reserved for future issuance | 1,249,554 | ||
2019 Employee Stock Purchase Plan | Stock-Based Compensation Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average period of cost expects to recognize | 1 year | ||
Unrecognized compensation expense related to the ESPP. | $ 1.9 | ||
2019 Employee Stock Purchase Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Purchase of common stock through payroll deductions, percentage | 20.00% | ||
2017 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares outstanding awarded (in shares) | 4,071,312 | ||
2017 Equity Incentive Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock awards granted (in shares) | 342,006 |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Shares Subject to Options Outstanding, Outstanding as of December 31, 2019 (in shares) | shares | 8,538,060 | |
Shares Subject to Options Outstanding, Options granted (in shares) | shares | 2,540,122 | |
Shares Subject to Options Outstanding, Option exercised (in shares) | shares | (76,275) | |
Shares Subject to Options Outstanding, Options forfeited/cancelled (in shares) | shares | (735,012) | |
Shares Subject to Options Outstanding, Outstanding as of Sept 30,2020 (in shares) | shares | 10,266,895 | 8,538,060 |
Shares Subject to Options Outstanding, Options vested and exercisable as of Sept 30, 2020 (in shares) | shares | 3,274,782 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted-Average Exercise Price, Outstanding as of December 31, 2019 (in dollars per share) | $ / shares | $ 13.67 | |
Weighted-Average Exercise Price, Options granted (in dollars per share) | $ / shares | 14.02 | |
Weighted-Average Exercise Price, Option exercised (in dollars per share) | $ / shares | 3.73 | |
Weighted-Average Exercise Price, Options forfeited/cancelled (in dollars per share) | $ / shares | 13.61 | |
Weighted-Average Exercise Price, Outstanding as of September 30, 2020 (in dollars per share) | $ / shares | 13.83 | $ 13.67 |
Weighted-Average Exercise Price, Options vested and exercisable as of September 30,2020 (in dollars per share) | $ / shares | $ 12.57 | |
Weighted-Average Remaining Contractual Life (Years) | 8 years 4 months 24 days | 9 years |
Weighted-Average Remaining Contractual Life (Years), Options vested and exercisable as of September 30, 2020 | 7 years 8 months 12 days | |
Aggregate Intrinsic Value | $ | $ 19,221 | $ 35,385 |
Aggregate Intrinsic Value, Options vested and exercisable as of September 30, 2020 | $ | $ 10,026 |
Equity Incentive Plans - Summ_2
Equity Incentive Plans - Summary of Restricted Stock Activity (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant Date Fair Value, Nonvested at September 30, 2020 (in dollars per share) | $ / shares | $ 5.96 |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of Restricted Stock Units Outstanding, Nonvested at December 31, 2019 (in shares) | shares | 4,648,526 |
Number of Restricted Stock Units Outstanding, Granted (in shares) | shares | 1,176,340 |
Number of Restricted Stock Units Outstanding, Vested (in shares) | shares | (1,213,911) |
Number of Restricted Stock Units Outstanding, Forfeited (in shares) | shares | (79,957) |
Number of Restricted Stock Units Outstanding, Nonvested at September 30, 2020 (in shares) | shares | 4,530,998 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant Date Fair Value, Nonvested at December 31, 2019 (in dollars per share) | $ / shares | $ 3.98 |
Weighted-Average Grant Date Fair Value, Granted (in dollars per share) | $ / shares | 11.94 |
Weighted-Average Grant Date Fair Value, Vested (in dollars per share) | $ / shares | 3.71 |
Weighted-Average Grant Date Fair Value, Forfeited (in dollars per share) | $ / shares | $ 12.95 |
Equity Incentive Plans - Stock-
Equity Incentive Plans - Stock-Based Compensation Expense Reported in Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 8,923 | $ 5,728 | $ 26,067 | $ 13,957 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 4,726 | 2,727 | 14,094 | 6,483 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 4,197 | $ 3,001 | $ 11,973 | $ 7,474 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Jul. 29, 2020 | Jun. 30, 2020 | Nov. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2020 |
Lessee, Lease, Description [Line Items] | |||||
Operating lease, weighted average discount rate | 7.00% | 7.00% | |||
Weighted average remaining lease term | 3 years 8 months 12 days | 3 years 8 months 12 days | |||
Cash paid for operating lease liabilities | $ 1,000,000 | $ 2,600,000 | |||
Rent expense | 1,000,000 | $ 2,900,000 | |||
Non-cancelable Lease Agreement Entered in August 2018 | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating sublease, annual increase percentage for base rent | 3.00% | ||||
Additional Non-cancelable Lease Agreement Entered in November 2019 | |||||
Lessee, Lease, Description [Line Items] | |||||
Monthly base rent for permanent space | $ 63,425 | ||||
Monthly base rent for temporary space | $ 28,745 | ||||
Option to extend lease term of permanent space | 12 months | ||||
Annual increase percentage for lease charges | 3.00% | ||||
Sublease Agreement Entered in June 2020 | |||||
Lessee, Lease, Description [Line Items] | |||||
Sublease monthly base rent | $ 63,425 | ||||
Sublease annual increase percentage for lease charges | 3.00% | ||||
Sublease period of base rent abatement | 6 months | ||||
Sublease income | $ 100,000 | $ 100,000 | |||
Lease Assignment Agreement Entered in July 2020 | |||||
Lessee, Lease, Description [Line Items] | |||||
Annual increase percentage for lease charges | 2.50% | ||||
Operating lease, renewal term | 5 years | ||||
Lease assignment agreement, monthly base rent expense | $ 28,495 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,007 | $ 2,577 |
Short-term lease cost | 16 | 54 |
Total lease cost | $ 1,023 | $ 2,631 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Gross Future Minimum Annual Rental Commitments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 (remaining 3 months) | $ 1,043 | |
2021 | 4,273 | |
2022 | 3,579 | |
2023 | 2,063 | |
2024 | 2,123 | |
2025 | 387 | |
Thereafter | 397 | |
Total undiscounted rent payments | 13,865 | |
Present value discount | (1,670) | |
Present value | 12,195 | |
Current portion of operating lease liability (included as a component of accrued expenses) | 3,548 | $ 2,354 |
Noncurrent operating lease liabilities | 8,647 | $ 8,737 |
Total operating lease liability | $ 12,195 |