Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 26, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38981 | |
Entity Registrant Name | Mirum Pharmaceuticals, Inc. | |
Entity Central Index Key | 0001759425 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-1281555 | |
Entity Address, Address Line One | 950 Tower Lane, Suite 1050, | |
Entity Address, City or Town | Foster City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94404 | |
City Area Code | 650 | |
Local Phone Number | 667-4085 | |
Trading Symbol | MIRM | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 22,989,987 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common stock | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 41,817 | $ 51,963 |
Short-term investments | 42,375 | |
Prepaid expenses and other current assets | 666 | 12 |
Total current assets | 84,858 | 51,975 |
Long-term investments | 16,108 | |
Property and equipment, net | 460 | 0 |
Operating lease right-of-use assets | 969 | |
Other assets | 1,871 | |
Total assets | 104,266 | 51,975 |
Current liabilities: | ||
Accounts payable | 2,348 | 269 |
Accrued expenses | 8,539 | 2,180 |
Operating lease liabilities | 221 | |
Total current liabilities | 11,108 | 2,449 |
Operating lease liabilities | 1,240 | |
Other liabilities | 42 | |
Total liabilities | 12,390 | 2,449 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Common stock, $0.0001 par value; 180,000,000 shares authorized as of June 30, 2019 (unaudited) and December 31, 2018; 1,161,718 shares issued and 705,273 outstanding, excluding 456,445 shares subject to repurchase as of June 30, 2019 (unaudited); and 1,187,500 shares issued and 636,719 outstanding, excluding 550,781 shares subject to repurchase as of December 31, 2018 | 1 | 1 |
Additional paid-in capital | 1,893 | 34 |
Accumulated deficit | (36,862) | (17,348) |
Accumulated other comprehensive income | 28 | |
Total stockholders’ deficit | (34,940) | (17,313) |
Total liabilities, redeemable convertible preferred stock, redeemable common stock and stockholders’ deficit | 104,266 | 51,975 |
Series A Redeemable Convertible Preferred Stock | ||
Temporary equity: | ||
Redeemable stock | 119,826 | 59,849 |
Redeemable Common Stock | ||
Temporary equity: | ||
Redeemable stock | $ 6,990 | $ 6,990 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares, issued | 1,161,718 | 1,187,500 |
Common stock, shares, outstanding | 705,273 | 636,719 |
Common stock, subject to repurchase | 456,445 | 550,781 |
Series A Redeemable Convertible Preferred Stock | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 120,000,000 | 120,000,000 |
Temporary equity, shares issued | 119,752,983 | 59,908,284 |
Temporary equity, shares outstanding | 119,752,983 | 59,908,284 |
Temporary equity, liquidation preference | $ 120,064 | $ 60,064 |
Redeemable Common Stock | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued | 1,859,151 | 1,859,151 |
Temporary equity, shares outstanding | 1,859,151 | 1,859,151 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Operating expenses: | ||
Research and development | $ 11,589,000 | $ 16,452,000 |
General and administrative | 2,445,000 | 3,766,000 |
Total operating expenses | 14,034,000 | 20,218,000 |
Loss from operations | (14,034,000) | (20,218,000) |
Interest income | 468,000 | 700,000 |
Other income, net | 9,000 | 4,000 |
Net loss | $ (13,557,000) | $ (19,514,000) |
Net loss per common share, basic and diluted | $ (5.31) | $ (7.70) |
Weighted-average common shares outstanding, basic and diluted | 2,551,822 | 2,534,877 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (13,557) | $ (19,514) |
Other comprehensive loss: | ||
Unrealized gain on available-for-sale investments | 46 | 46 |
Cumulative translation adjustments | (18) | (18) |
Comprehensive loss | $ (13,529) | $ (19,486) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock, Redeemable Common Stock and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Series A Redeemable Convertible Preferred Stock | Redeemable Common Stock |
Balance at Dec. 31, 2018 | $ 59,849 | $ 6,990 | |||||
Balance, Shares at Dec. 31, 2018 | 59,908,284 | 1,859,151 | |||||
Balance at Dec. 31, 2018 | $ (17,313) | $ 1 | $ 34 | $ (17,348) | |||
Balance, Shares at Dec. 31, 2018 | 636,719 | ||||||
Restricted common stock vested in the period, Shares | 35,156 | ||||||
Stock-based compensation | 218 | 218 | |||||
Net loss | (5,957) | (5,957) | |||||
Balance at Mar. 31, 2019 | $ 59,849 | $ 6,990 | |||||
Balance, Shares at Mar. 31, 2019 | 59,908,284 | 1,859,151 | |||||
Balance at Mar. 31, 2019 | (23,052) | $ 1 | 252 | (23,305) | |||
Balance, Shares at Mar. 31, 2019 | 671,875 | ||||||
Balance at Dec. 31, 2018 | $ 59,849 | $ 6,990 | |||||
Balance, Shares at Dec. 31, 2018 | 59,908,284 | 1,859,151 | |||||
Balance at Dec. 31, 2018 | (17,313) | $ 1 | 34 | (17,348) | |||
Balance, Shares at Dec. 31, 2018 | 636,719 | ||||||
Net loss | (19,514) | ||||||
Balance at Jun. 30, 2019 | $ 119,826 | $ 6,990 | |||||
Balance, Shares at Jun. 30, 2019 | 119,752,983 | 1,859,151 | |||||
Balance at Jun. 30, 2019 | (34,940) | $ 1 | 1,893 | (36,862) | $ 28 | ||
Balance, Shares at Jun. 30, 2019 | 705,273 | ||||||
Balance at Mar. 31, 2019 | $ 59,849 | $ 6,990 | |||||
Balance, Shares at Mar. 31, 2019 | 59,908,284 | 1,859,151 | |||||
Balance at Mar. 31, 2019 | (23,052) | $ 1 | 252 | (23,305) | |||
Balance, Shares at Mar. 31, 2019 | 671,875 | ||||||
Restricted common stock vested in the period, Shares | 33,398 | ||||||
Issuance of Series A convertible preferred stock at $1.00259507 per share, net of issuance costs of $23 | $ 59,977 | ||||||
Issuance of Series A convertible preferred stock at $1.00259507 per share, net of issuance costs of $23, Shares | 59,844,699 | ||||||
Stock-based compensation | 1,641 | 1,641 | |||||
Net loss | (13,557) | (13,557) | |||||
Other comprehensive income | 28 | 28 | |||||
Balance at Jun. 30, 2019 | $ 119,826 | $ 6,990 | |||||
Balance, Shares at Jun. 30, 2019 | 119,752,983 | 1,859,151 | |||||
Balance at Jun. 30, 2019 | $ (34,940) | $ 1 | $ 1,893 | $ (36,862) | $ 28 | ||
Balance, Shares at Jun. 30, 2019 | 705,273 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock, Redeemable Common Stock and Stockholders' Deficit (Unaudited) (Parenthetical) - Series A Redeemable Convertible Preferred Stock $ in Thousands | 3 Months Ended |
Jun. 30, 2019USD ($)$ / shares | |
Issuance of stock at per share | $ / shares | $ 1.00259507 |
Issuance of Series A redeemable convertible preferred stock, issuance costs | $ | $ 23 |
Condensed Consolidated Statem_5
Condensed Consolidated Statement of Cash Flows (Unaudited) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Operating activities | |
Net loss | $ (19,514) |
Reconciliation of net loss to net cash used in operating activities: | |
Stock-based compensation | 1,859 |
Depreciation and amortization | 43 |
Amortization of operating lease right-of-use assets | 72 |
Amortization of premium on investments | (35) |
Change in operating assets and liabilities: | |
Prepaid and other current assets | (654) |
Operating lease right-of-use assets | (33) |
Other assets | (89) |
Accounts payable, accrued expenses and other liabilities | 7,865 |
Operating lease liabilities | 43 |
Net cash used in operating activities | (10,443) |
Investing activities | |
Purchase of investments | (58,401) |
Purchase of property and equipment | (44) |
Net cash used in investing activities | (58,445) |
Financing activities | |
Proceeds from the issuance of preferred stock, net | 59,977 |
Payment of deferred offering costs | (1,217) |
Net cash provided by financing activities | 58,760 |
Effect of exchange rate on cash and cash equivalents | (18) |
Net decrease in cash and cash equivalents | (10,146) |
Cash and cash equivalents at beginning of period | 51,963 |
Cash and cash equivalents at end of period | 41,817 |
Supplemental disclosure of cash flow information: | |
Operating lease right-of-use asset obtained in exchange for operating lease liability | 1,418 |
Landlord paid tenant improvements | 461 |
Deferred initial public offering costs in accounts payable and accrued expenses | $ 565 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2019 | |
Description Of Business [Abstract] | |
Description of Business | 1. Description of Business Mirum Pharmaceuticals, Inc. (the “Company”) was incorporated in the State of Delaware on May 2, 2018, and is headquartered in Foster City, California. The Company is a biopharmaceutical company focused on the development and commercialization of a late-stage pipeline of novel therapies for debilitating liver diseases. The Company’s pipeline consists of two clinical-stage product candidates, maralixibat and volixibat, with mechanisms of action that have potential utility across a wide range of orphan liver diseases. The Company commenced significant operations in November 2018. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Mirum Pharmaceuticals AG. All intercompany balances and transactions among the consolidated entities have been eliminated in consolidation. Reverse Stock Split On July 3, 2019, the Company effected a 1-for-8 reverse stock split of its common stock. The par value and the authorized number of shares of the common stock were not adjusted as a result of the reverse stock split. The reverse stock split resulted in an adjustment to the conversion price of the Company’s Series A redeemable convertible preferred stock (the “Series A Preferred Stock”) to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion. The accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. Initial Public Offering On July 22, 2019, the Company completed its initial public offering (“IPO”) of its common stock. In connection with its IPO, the Company issued and sold 5,000,000 shares of its common stock at a price of $15.00 per share. As a result of the IPO, the Company received approximately $67.3 million in net proceeds, after deducting underwriting discounts, commissions and offering expenses. At the closing of the IPO, 119,752,983 shares of outstanding Series A Preferred Stock were automatically converted into 14,969,118 shares of common stock , and 1,859,151 shares of redeemable common stock were reclassified into permanent equity due to the expiration of the deemed redemption feature (see Note 7) The condensed consolidated financial statements as of June 30, 2019, including share and per share amounts, do not give effect to the IPO, the conversion of the Series A Preferred Stock into common stock, or the expiration of the deemed redemption feature on the redeemable common stock and related reclassification into permanent equity, as the IPO and such conversions and reclassification into permanent equity were completed subsequent to June 30, 2019. Liquidity The Company has a limited operating history, has incurred significant operating losses since its inception, and the revenue and income potential of the Company’s business and market are unproven. As of June 30, 2019, the Company had an accumulated deficit of $36.9 million and cash, cash equivalents and investments of $100.3 million, which is available to fund future operations. The Company believes that the net proceeds from the IPO, along with the Company’s cash, cash equivalents and investments as of June 30, 2019, provide sufficient capital resources to continue its operations for at least twelve months from the issuance date of the accompanying condensed consolidated financial statements. As such, the condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The condensed consolidated balance sheet as of June 30, 2019, the condensed consolidated statements of operations for the three and six months ended June 30, 2019, the condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2019, the condensed consolidated statements of redeemable convertible preferred stock, redeemable common stock and stockholders’ deficit for the three and six months ended June 30, 2019 and the condensed consolidated statement of cash flows for the six months ended June 30, 2019 are unaudited. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three month and six month periods are also unaudited. The unaudited condensed consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. The condensed consolidated balance sheet as of December 31, 2018 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by GAAP for complete financial statements. The operating results presented in these unaudited condensed financial statements are not necessarily indicative of the results that may be expected for any future periods. As stated in Note 1, the Company did not commence significant operations until November 2018. From May 2, 2018 to June 30, 2018, the Company incurred $10,000 in general and administrative expenses. Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the financial statements and accompanying notes. The most significant estimates in the Company’s condensed consolidated financial statements relate to accrued research and development expenses, the valuation of common stock, equity awards and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based upon historical experience, knowledge of current events 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 materially from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. The carrying amounts reported in the condensed consolidated balance sheet for cash and cash equivalents are valued at cost, which approximate their fair value. Cash equivalents consists of money market accounts, money market funds, U.S. treasury bills and repurchase agreements. The Company invests in certain reverse repurchase agreements, which are collateralized by deposits in the form of U.S. Treasury Securities for an amount no less than 102% of their value. The Company does not record an asset or liability for the collateral as the Company does not intend to sell or re-pledge the collateral. The collateral has the prevailing credit rating of at least the U.S. Government Treasuries and Agencies. The Company utilizes a third-party custodian to manage the exchange of funds and ensure that collateral received is maintained at 102% of the value of the reverse repurchase agreements on a daily basis. Investments The Company classifies all investments as available-for-sale, as the sale of such securities may be required prior to maturity . Management determines the appropriate classification of its investments in debt securities at the time of purchase. Investments with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from the balance sheet date, are classified as a current asset. Investments are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive income (loss) until realized . The Company periodically evaluates whether declines in fair values of its available-for-sale securities below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the available-for-sale security until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any available-for-sale securities before recovery of its amortized cost basis. Fair Value of Financial Instruments 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 carrying amounts of all cash equivalents, investments, accounts payable and accrued liabilities are reasonable estimates of their fair value. There were no transfers between Levels 1, 2 or 3 for the periods presented. Property and Equipment Property and equipment are carried at cost less accumulated depreciation, ranging from three to five years. Leasehold improvements are amortized over the shorter of their useful lives or the related lease term. As of June 30, 2019 and December 31, 2018, property and equipment consisted primarily of leasehold improvements of $0.5 million and zero, respectively. Accumulated depreciation as of June 30, 2019 and December 31, 2018 was $43,000 and zero, respectively. Deferred Offering Costs Offering costs, including legal, accounting, and filing fees related to the IPO, were deferred and were offset against the offering proceeds upon the completion of the IPO. As of June 30, 2019, $1.8 million of deferred offering costs have been capitalized and included in other assets in the accompanying condensed consolidated balance sheet. There were no deferred offering costs recorded as of December 31, 2018. Accrued Research and Development Expenses The Company accrues and expenses clinical trial activities performed by third parties based upon estimates of the proportion of work completed over the life of the individual study and patient enrollment rates in accordance with agreements established with clinical research organizations and clinical trial sites. The Company determines the estimates by reviewing contracts, vendor agreements and purchase orders and through discussions with internal clinical personnel and external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. The Company makes estimates of accrued expenses as of each balance sheet date based on facts and circumstances known to the Company at that time. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception. Nonrefundable advance payments for goods and services are deferred and recognized as expense in the period that the related goods are consumed or services are performed. Research and Development Expenses Research and development expenses consist primarily of fees paid to contract research organizations and other vendors for clinical, non-clinical and manufacturing services, salaries and benefits, including stock-based compensation expense, consultant expenses, costs related to acquiring manufacturing materials, costs related to compliance with regulatory requirements and license payments related to acquiring intellectual property rights for the Company’s product candidates. Research and development expenses are expensed as incurred. Leases In accordance with ASU No. 2016-02, as adopted on January 1, 2019, the Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities, and long-term operating lease liabilities on our condensed consolidated balance sheet. Operating lease ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. Operating lease ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company determines the lease term as the noncancelable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the condensed consolidated balance sheet. The Company’s leases do not contain any residual value guarantees. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. 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, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, shares of Series A Preferred Stock are considered to be potentially dilutive securities and are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive to the Company’s net loss. Therefore, basic and diluted net loss per share were the same for the periods presented due to the Company’s net loss position. Potentially dilutive securities as of June 30, 2019 and December 31, 2018 that have been excluded in the calculation of diluted net loss per share because to do so would be anti-dilutive are 14,969,118 and 7,488,530 shares of Series A Preferred Stock (in common stock equivalent shares), respectively. Recently Adopted Accounting Pronouncements On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02 , Leases (Topic 842) Other recent accounting pronouncements issued by the Financial Accounting Standards Board (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial position, results of operations or cash flows. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, Financial Instruments – Credit Losses (Topic 326), In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) The Company is currently in the process of evaluating the impact the standard will have on its condensed consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements Money market funds are measured at fair value on a recurring basis using quoted prices and are classified as Level 1. I nvestments are measured at fair value based on inputs other than quoted prices that are derived from observable market data and are classified as Level 2 inputs. Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type are presented in the following table (in thousands): June 30, 2019 Level 1 Level 2 Level 3 Total Financial assets: Money market fund $ 12,158 $ — $ — $ 12,158 U.S. treasury bills 18,388 — — 18,388 Repurchase agreement — 15,000 — 15,000 Corporate debt securities — 18,131 — 18,131 Commercial paper — 9,917 — 9,917 U.S. government bonds — 4,495 — 4,495 Asset backed securities — 12,045 — 12,045 Total $ 30,546 $ 59,588 $ — $ 90,134 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Financial Instruments Owned At Fair Value [Abstract] | |
Financial Instruments | 4. Financial Instruments The fair value and amortized cost of cash equivalents and available-for-sale investments by major security type are presented in the following table (in thousands): June 30, 2019 Amortized cost Unrealized gain Unrealized loss Estimated Fair Value Cash equivalents and investments: Money market fund $ 12,158 $ — $ — $ 12,158 U.S. treasury bills 18,376 12 — 18,388 Repurchase agreement 15,000 — — 15,000 Corporate debt securities 18,107 26 (2 ) 18,131 Commercial paper 9,917 — — 9,917 U.S. government bonds 4,494 1 — 4,495 Asset back securities 12,036 10 (1 ) 12,045 Total cash equivalents and investments $ 90,088 $ 49 $ (3 ) $ 90,134 Classified as: Cash equivalents $ 31,651 Short-term investments 42,375 Long-term investments 16,108 Total cash equivalents and investments $ 90,134 As of June 30, 2019, the remaining contractual maturities of available-for-sale investments were less than two years. There have been no significant realized losses on available-for-sale investments for the period presented. During the six months ended June 30, 2019, the Company did not recognize any other-than-temporary impairment losses. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consists of the following (in thousands): June 30, December 31, 2019 2018 Accrued milestones for Shire and Satiogen (see Note 6) $ 3,000 $ — Accrued costs for Shire 1,542 1,310 Accrued clinical trials 1,513 785 Accrued professional service fees 922 70 Accrued contract manufacturing and non-clinical costs 803 — Accrued compensation and related benefits 759 15 Total accrued expenses $ 8,539 $ 2,180 |
Asset Acquisitions
Asset Acquisitions | 6 Months Ended |
Jun. 30, 2019 | |
Asset Acquisitions [Abstract] | |
Asset Acquisitions | 6. Asset Acquisitions Assignment and License Agreement with Shire International GmbH On November 5, 2018, the Company entered into an Assignment and License Agreement (the “Shire Agreement”) with Shire International GmbH (“Shire”). Under the terms of the Shire Agreement, Shire granted the Company an exclusive, royalty bearing worldwide license to develop and commercialize its two product candidates, maralixibat and volixibat. As part of the Shire Agreement, the Company was assigned license agreements held by Shire with Satiogen Pharmaceuticals, Inc. (“Satiogen”), Pfizer Inc. (“Pfizer”) and Sanofi-Aventis Deutschland GmbH (“Sanofi”). The Company has the right to sublicense under the Shire Agreement and additionally has the right to sublicense under the Satiogen, Pfizer and Sanofi licenses subject to the terms of those license agreements. In consideration for the rights granted to the Company under the Shire Agreement, the Company made an upfront payment to Shire on November 5, 2018 of $7.5 million and issued Shire 1,859,151 shares of its redeemable common stock with an estimated fair value of $7.0 million, or $3.76 per share. The fair value of the shares was determined using an option pricing model with key assumptions as of the date of issuance including the probabilities of liquidity scenarios, enterprise value, time to liquidity, risk-free interest rates, volatility and discount for lack of marketability. The Company accounted for the transaction as an asset acquisition as substantially all of the fair value of the gross assets acquired were concentrated in a group of similar identifiable assets thus satisfying the requirements of the screen test in ASU 2017-01. The assets acquired in the transaction were measured based on the upfront payment to Shire and the fair value of the common stock shares issued to Shire, as the fair value of the consideration given was more readily determinable than the fair value of the assets received. Because the assets had not yet received regulatory approval and have no alternative future use, the fair value attributable to these assets were initially recorded as in process research and development expenses. The Company is also obligated to pay Shire up to an aggregate of $109.5 million upon the achievement of certain clinical development and regulatory milestones for maralixibat in certain indications and an additional $25.0 million upon regulatory approval of maralixibat for each and every other indication. In addition, the Company is required to pay up to an aggregate of $30.0 million upon the achievement of certain clinical development and regulatory milestones for volixibat solely for the first indication sought. Upon commercialization, the Company is obligated to pay Shire product sales milestones on total licensed products up to an aggregate of $30.0 million. The Company is also obligated to pay tiered royalties with rates ranging from low double-digits to mid-teens based upon annual worldwide net sales for all licensed products; however, these royalties are reduced in part by royalties due under the Satiogen and Sanofi licenses, as discussed below, related to maralixibat and volixibat, as applicable. The Company’s royalty obligations will continue on a licensed product-by-licensed product and country-by-country basis until the later to occur of the expiration of the last valid claim in a licensed patent covering the applicable licensed product in such country, expiration of any regulatory exclusivity for the licensed product in a country and ten years after the first commercial sale of a licensed product in such country. In July 2019, the Company achieved a development milestone related to the initiation of the Phase 3 MARCH-PFIC clinical trial, which obligates the Company to make a $2.5 million payment to Shire. The Company considered the achievement probable as of June 30, 2019 and recorded an accrual of $2.5 million, which is included in accrued expenses on the accompanying condensed consolidated balance sheet as of June 30, 2019, and in research and development expense in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2019. Concurrent with the Shire Agreement, the Company also entered into a Transition Services Agreement (“TSA”) with Shire, which covers services provided by Shire to transfer the research and development activities and the related know-how from Shire to the Company, including continuation of work on any existing clinical trials and manufacturing activities until fully transferred. The Company recorded $14,000 and $0.4 million for services provided by Shire under the TSA for the three and six months ended June 30, 2019, respectively. Additionally, the Company recorded a reduction of estimated expenses of $0.3 million and $0.1 million for pass through costs related to continuation of work on existing clinical trials and manufacturing activities for the three and six months ended June 30, 2019, respectively. The reduction of estimated expenses for the three and six months ended June 30, 2019 was related to a final reconciliation of expenses and agreement on final amounts due to Shire. As of June 30, 2019 and December 31, 2018, $1.5 million and $2.1 million, respectively, was recorded in accrued expenses on the consolidated balance sheets for these services. Satiogen License Through the Shire Agreement, the Company was assigned a license agreement with Satiogen pursuant to which the Company obtained an exclusive, worldwide license to certain patents and know-how, with the right to sublicense to a third party subject to certain financial considerations. The Company is obligated to pay to Satiogen up to an aggregate of $10.5 million upon the achievement of certain milestones, of which $0.5 million was for initiation of certain development activities, $5.0 million for the completion of regulatory approvals and $5.0 million for commercialization activities. Additionally, the Company will be required to pay a low single-digit royalty on net sales. The Company’s royalty obligations continue on a licensed product-by-licensed product and country-by-country basis until the expiration of the last valid claim in a licensed patent covering the applicable licensed product in such country. Royalty obligations under the Satiogen license are creditable against the royalty obligations to Shire under the Shire Agreement. In July 2019, the Company achieved a development milestone related to the initiation of the Phase 3 MARCH-PFIC clinical trial, which obligates the Company to make a $0.5 million payment to Satiogen. The Company considered the achievement probable as of June 30, 2019 and recorded an accrual of $0.5 million, which is included in accrued expenses on the accompanying condensed consolidated balance sheet as of June 30, 2019, and in research and development expense in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2019. Pfizer License Through the Shire Agreement, the Company was assigned a license agreement with Pfizer pursuant to which the Company obtained an exclusive, worldwide license to certain Pfizer know-how with a right to sublicense. Upon commercialization of any product utilizing the licensed product, the Company will be required to pay to Pfizer a low single-digit royalty on net sales of product sold by the Company, its affiliates or sublicensees. The Company’s royalty obligations continue on a licensed product-by-licensed product basis until the eighth anniversary of the first commercial sale of such licensed product anywhere in the world. Sanofi License Through the Shire Agreement, the Company was assigned a license agreement with Sanofi pursuant to which the Company obtained an exclusive, worldwide license to certain patents and know-how with the right to sublicense to a third party subject to certain financial considerations. The Company is obligated to pay up to an aggregate of $36.0 million upon the achievement of certain regulatory, commercialization and product sales milestones. Additionally, upon commercialization, the Company is required to pay tiered royalties in the mid to high single-digit range based upon net sales of licensed products sold by the Company and sublicensees in a calendar year, subject to adjustments in certain circumstances. The Company’s royalty obligations continue on a licensed product-by-licensed product and country-by-country basis until the later to occur of the expiration of the last valid claim in a licensed patent covering the applicable licensed product in such country and ten years after the first commercial sale of a licensed product in such country. Royalty obligations under the Sanofi license are creditable against the royalty obligations to Shire under the Shire Agreement. As of June 30, 2019, no milestones had been accrued as there were no potential milestones yet considered probable. |
Series A Preferred Stock and St
Series A Preferred Stock and Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Series A Preferred Stock and Stockholders’ Deficit | 7. Series A Preferred Stock and Stockholders’ Deficit Series A Preferred Stock On November 5, 2018, the Company entered into a Series A Preferred Stock Purchase Agreement with various investors for issuance of up to 119,752,983 shares of Series A Preferred Stock at a purchase price of $1.00259507 per share. In an initial closing, the Company issued 59,908,284 shares of Series A Preferred Stock at $1.00259507 per share, for approximately $59.8 million in cash and the conversion of approximately $51,014 in principal and accrued interest under convertible promissory note. On April 12, 2019, the Second Closing of Series A Preferred Stock was completed for issuance of 59,844,699 shares and cash proceeds of $60.0 million. The Series A Preferred Stock has been classified outside of stockholders’ deficit as temporary equity on the accompanying condensed consolidated balance sheet because the shares contain certain redemption features that are not solely within the control of the Company. The Series A Preferred Stock is not generally redeemable; however, upon certain change in control events that are outside of the Company’s control, including liquidation, sale or transfer of control of the Company, holders of the Series A Preferred Stock may have the right to receive its liquidation preference under the terms of the Company’s certificate of incorporation. The Company is not adjusting the carrying value of the Series A Preferred Stock as it is uncertain whether or when a redemption event will occur. Upon the completion of the IPO (see Note 1), all outstanding shares of Series A Preferred Stock were automatically converted into 14,969,118 shares of common stock. Redeemable Common Stock In connection with the Shire License Agreement, the Company entered into a common stock issuance agreement (the “Common Stock Agreement”) with Shire and issued 1,859,151 shares of the Company’s common stock (the “Shire Stock”), or 9% of the Company’s outstanding fully diluted shares issued as of June 30, 2019. Pursuant to the terms of the Common Stock Agreement, (1) in the event of an initial public offering prior to the occurrence of certain liquidation events, if Shire’s ownership of the Company’s common stock is less than 5% of the outstanding fully diluted shares of common stock immediately prior to the closing of the IPO, the Company will issue additional shares of common stock to increase Shire’s ownership to 5% of the then-outstanding fully diluted shares, and (2) in the event that certain liquidation events occur prior to an initial public offering and Shire’s ownership is less than 5% of the then outstanding fully diluted shares of common stock, Shire is entitled to receive additional proceeds, if needed, to equal 5% of proceeds available for distribution to the Company’s security holders. The Shire Stock has been classified outside of stockholders’ deficit as temporary equity on the accompanying condensed consolidated balance sheet because these features are deemed for accounting purposes to contain certain redemption features that may be triggered in the event of certain liquidation events that are not solely in the control of the Company. The Company is not adjusting the carrying value of the Shire Stock as it is uncertain whether or when a redemption event will occur. Upon the completion of the IPO (see Note 1), the Shire Stock was reclassified to permanent equity due to the expiration of the deemed redemption feature. Common Stock In August and October 2018, the Company issued 1,187,500 shares of common stock as founder shares for services rendered to the Company, valued at $0.0001 per share for consideration of approximately $950. On November 5, 2018, in connection with the issuance of the Series A Preferred Stock, vesting conditions were placed on 562,500 previously issued founder shares. These shares vest over 4 years and are subject to repurchase by the Company in the event of termination of services. Shares subject to repurchase are not deemed, for accounting purposes, to be outstanding until those shares vest. In April 2019, the Company repurchased 25,782 shares of the common stock from a former employee in connection with termination of employment. As of June 30, 2019 and December 31, 2018, 456,445 and 550,781 shares of common stock, respectively, were subject to repurchase by the Company. The unvested stock liability related to these shares is immaterial to all periods presented. Each share of common stock is entitled to one voting right. Common stockholders are entitled to dividends when funds are legally available and declared by the Board. Common Stock Reserved for Issuance Common stock reserved for issuance is as follows: As of June 30, As of December 31, 2019 2018 Conversion of preferred stock 14,969,118 7,488,530 Stock options issued and outstanding 3,077,812 — Reserved for future stock awards or option grants 101,443 1,859,151 18,148,373 9,347,681 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation Equity Incentive Plans On November 5, 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”) which permits the granting of stock awards and incentive and nonstatutory stock options to employees, directors and consultants of the Company. As of June 30, 2019, 3,179,255 shares of common stock were authorized for issuance under the 2018 Plan. 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. Prior to its IPO (see Note 1) the Company 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 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. No stock options were granted for the period from May 2, 2018 to June 30, 2018. The following assumptions were used to estimate the fair value of stock option awards granted during the following periods: Three Months Ended June 30, Six Months Ended June 30, 2019 2019 Exercise price $2.94-$6.27 $2.94-$6.27 Expected term (in years) 6.0-6.3 6.0-6.3 Expected volatility 73.88%-75.12% 73.88%-75.12% Risk-free interest rate 1.98%-2.25% 1.98%-2.46% Expected dividend yield — — Grant date fair value of options granted $8.37-$10.46 $7.47-$10.46 The following table summarizes stock option activity during the six months ended June 30, 2019 (in thousands, except share and per share data): Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (in Years) Total Intrinsic Value Outstanding as of December 31, 2018 — $ — — $ — Additional options authorized — Granted 3,077,812 $ 4.73 9.8 Exercised — $ — — Canceled and forfeited — $ — — Outstanding as of June 30, 2019 3,077,812 $ 4.73 9.8 $ 29,007 Vested and exercisable as of June 30, 2019 1,002 $ 2.94 9.7 $ 11 As of June 30, 2019, the total unrecognized stock-based compensation related to unvested stock option awards granted was $24.4 million, which the Company expects to recognize over a weighted-average period of approximately 3.6 years. Restricted Stock On November 5, 2018, in connection with the issuance of the Series A Preferred Stock, the Company’s founders agreed to modify their outstanding shares of common stock to include vesting provisions that require continued service to the Company in order to vest in those shares. As such, the 562,500 modified shares of common stock became compensatory upon such modification. The total compensation cost resulting from the modification was $1.7 million. The modified shares have a four year vesting period and a measurement date fair value of $2.936 per share. For the three and six months ended June 30, 2019, 33,398 and 68,555 shares vested, respectively. As of June 30, 2019, the total unrecognized compensation expense related to unvested restricted stock was $1.3 million expected to be recognized over a weighted-average period of approximately 3.4 years. Stock-based compensation expense is reflected in the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2019 General and administrative $ 1,003 $ 1,150 Research and development 638 709 Total $ 1,641 $ 1,859 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | 9. Leases On January 22, 2019, the Company entered into an agreement for the Company’s corporate headquarters for approximately 5,600 square feet of office space. The lease term is for approximately four years with the option to extend the term for one five-year term. The Company has not included the renewal period in its lease term as exercise of the renewal option term was not determined to be reasonably certain to be executed. The lease additionally contains a tenant improvement allowance of $0.4 million, which has been recorded in the accompanying condensed consolidated balance sheet as of June 30, 2019 as leasehold improvements with corresponding reduction of the right-of use asset at inception of the lease. Costs determined to be variable and not based upon an index or rate were not included in the measurement of the operating lease liability. Monthly rent expense is recognized on a straight-line basis over the term of the lease. The operating lease is included in the balance sheet at the present value of the lease payments at an 8% discount rate 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 lease does not provide an implicit rate. The weighted average remaining lease term was 4.0 years. Gross future minimum annual rental commitments as of June 30, 2019 were as follows (in thousands): Year ending December 31, Undiscounted Rent Payments 2019 (remaining six months) $ 116 2020 436 2021 448 2022 460 2023 252 2024 15 Total undiscounted rent payments 1,727 Less: imputed interest (266 ) Total lease liability $ 1,461 There was no cash paid for amounts included in the measurement of lease liabilities for the three and six months ended June 30, 2019. The Company recorded $0.1 million in rent expense for the three and six months ended June 30, 2019. There was no rent expense recorded for the period from May 2, 2018 to June 30, 2018. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company did not record tax expense for the three and six months ended June 30, 2019 and 2018 due to the Company’s loss position and full valuation allowance. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events 2019 Equity Incentive Plan In July 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan became effective on July 17, 2019. 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. A total of 1,401,443 shares of common stock were approved to be initially reserved for issuance under the 2019 Plan including 101,443 shares that remained available for issuance under the 2018 Plan as of July 17, 2019. Shares subject to outstanding awards under the 2018 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 31st of the preceding calendar year or such lesser amount as determined by the Company’s board of directors. 2019 Employee Stock Purchase Plan In July 2019, the Company’s board of directors and stockholders approved and adopted the 2019 Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective on July 17, 2019. A total of 500,000 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 the lessor of (i) 1% of the outstanding number of shares of common stock on December 31st of the preceding calendar year, (ii) 1,500,000 shares of common stock or (iii) such lesser amount as determined by the Company’s board of directors. Stock Option Grant In July 2019, the Company’s board of directors approved the grant of an option to purchase 17,000 shares of common stock to a director nominee upon the completion of the IPO. Initial Public Offering In July 2019, in connection with the completion of its IPO, the Company’s amended and restated certificate of incorporation was further amended and restated to provide for 200,000,000 authorized shares of common stock with a par value of $0.0001 per share and 10,000,000 authorized shares of preferred stock with a par value of $0.0001 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The condensed consolidated balance sheet as of June 30, 2019, the condensed consolidated statements of operations for the three and six months ended June 30, 2019, the condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2019, the condensed consolidated statements of redeemable convertible preferred stock, redeemable common stock and stockholders’ deficit for the three and six months ended June 30, 2019 and the condensed consolidated statement of cash flows for the six months ended June 30, 2019 are unaudited. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three month and six month periods are also unaudited. The unaudited condensed consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. The condensed consolidated balance sheet as of December 31, 2018 has been derived from the audited consolidated financial statements at that date but does not include all information and footnotes required by GAAP for complete financial statements. The operating results presented in these unaudited condensed financial statements are not necessarily indicative of the results that may be expected for any future periods. As stated in Note 1, the Company did not commence significant operations until November 2018. From May 2, 2018 to June 30, 2018, the Company incurred $10,000 in general and administrative expenses. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the financial statements and accompanying notes. The most significant estimates in the Company’s condensed consolidated financial statements relate to accrued research and development expenses, the valuation of common stock, equity awards and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based upon historical experience, knowledge of current events 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 materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. The carrying amounts reported in the condensed consolidated balance sheet for cash and cash equivalents are valued at cost, which approximate their fair value. Cash equivalents consists of money market accounts, money market funds, U.S. treasury bills and repurchase agreements. The Company invests in certain reverse repurchase agreements, which are collateralized by deposits in the form of U.S. Treasury Securities for an amount no less than 102% of their value. The Company does not record an asset or liability for the collateral as the Company does not intend to sell or re-pledge the collateral. The collateral has the prevailing credit rating of at least the U.S. Government Treasuries and Agencies. The Company utilizes a third-party custodian to manage the exchange of funds and ensure that collateral received is maintained at 102% of the value of the reverse repurchase agreements on a daily basis. |
Investments | Investments The Company classifies all investments as available-for-sale, as the sale of such securities may be required prior to maturity . Management determines the appropriate classification of its investments in debt securities at the time of purchase. Investments with original maturities beyond three months at the date of purchase and which mature at, or less than twelve months from the balance sheet date, are classified as a current asset. Investments are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive income (loss) until realized . The Company periodically evaluates whether declines in fair values of its available-for-sale securities below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the available-for-sale security until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any available-for-sale securities before recovery of its amortized cost basis. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 carrying amounts of all cash equivalents, investments, accounts payable and accrued liabilities are reasonable estimates of their fair value. There were no transfers between Levels 1, 2 or 3 for the periods presented. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation, ranging from three to five years. Leasehold improvements are amortized over the shorter of their useful lives or the related lease term. As of June 30, 2019 and December 31, 2018, property and equipment consisted primarily of leasehold improvements of $0.5 million and zero, respectively. Accumulated depreciation as of June 30, 2019 and December 31, 2018 was $43,000 and zero, respectively. |
Deferred Offering Costs | Deferred Offering Costs Offering costs, including legal, accounting, and filing fees related to the IPO, were deferred and were offset against the offering proceeds upon the completion of the IPO. As of June 30, 2019, $1.8 million of deferred offering costs have been capitalized and included in other assets in the accompanying condensed consolidated balance sheet. There were no deferred offering costs recorded as of December 31, 2018. |
Accrued Research and Development Expenses | Accrued Research and Development Expenses The Company accrues and expenses clinical trial activities performed by third parties based upon estimates of the proportion of work completed over the life of the individual study and patient enrollment rates in accordance with agreements established with clinical research organizations and clinical trial sites. The Company determines the estimates by reviewing contracts, vendor agreements and purchase orders and through discussions with internal clinical personnel and external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. The Company makes estimates of accrued expenses as of each balance sheet date based on facts and circumstances known to the Company at that time. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception. Nonrefundable advance payments for goods and services are deferred and recognized as expense in the period that the related goods are consumed or services are performed. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of fees paid to contract research organizations and other vendors for clinical, non-clinical and manufacturing services, salaries and benefits, including stock-based compensation expense, consultant expenses, costs related to acquiring manufacturing materials, costs related to compliance with regulatory requirements and license payments related to acquiring intellectual property rights for the Company’s product candidates. Research and development expenses are expensed as incurred. |
Leases | Leases In accordance with ASU No. 2016-02, as adopted on January 1, 2019, the Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities, and long-term operating lease liabilities on our condensed consolidated balance sheet. Operating lease ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. Operating lease ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company determines the lease term as the noncancelable period of the lease and may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the condensed consolidated balance sheet. The Company’s leases do not contain any residual value guarantees. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. |
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, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, shares of Series A Preferred Stock are considered to be potentially dilutive securities and are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive to the Company’s net loss. Therefore, basic and diluted net loss per share were the same for the periods presented due to the Company’s net loss position. Potentially dilutive securities as of June 30, 2019 and December 31, 2018 that have been excluded in the calculation of diluted net loss per share because to do so would be anti-dilutive are 14,969,118 and 7,488,530 shares of Series A Preferred Stock (in common stock equivalent shares), respectively. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02 , Leases (Topic 842) Other recent accounting pronouncements issued by the Financial Accounting Standards Board (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial position, results of operations or cash flows. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, Financial Instruments – Credit Losses (Topic 326), In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) The Company is currently in the process of evaluating the impact the standard will have on its condensed consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities to Fair Value Measurements On Recurring Basis and Level of Input Measurements | Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type are presented in the following table (in thousands): June 30, 2019 Level 1 Level 2 Level 3 Total Financial assets: Money market fund $ 12,158 $ — $ — $ 12,158 U.S. treasury bills 18,388 — — 18,388 Repurchase agreement — 15,000 — 15,000 Corporate debt securities — 18,131 — 18,131 Commercial paper — 9,917 — 9,917 U.S. government bonds — 4,495 — 4,495 Asset backed securities — 12,045 — 12,045 Total $ 30,546 $ 59,588 $ — $ 90,134 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value and Amortized Cost of Cash Equivalents and Available-for-sale Investments by Major Security Type | The fair value and amortized cost of cash equivalents and available-for-sale investments by major security type are presented in the following table (in thousands): June 30, 2019 Amortized cost Unrealized gain Unrealized loss Estimated Fair Value Cash equivalents and investments: Money market fund $ 12,158 $ — $ — $ 12,158 U.S. treasury bills 18,376 12 — 18,388 Repurchase agreement 15,000 — — 15,000 Corporate debt securities 18,107 26 (2 ) 18,131 Commercial paper 9,917 — — 9,917 U.S. government bonds 4,494 1 — 4,495 Asset back securities 12,036 10 (1 ) 12,045 Total cash equivalents and investments $ 90,088 $ 49 $ (3 ) $ 90,134 Classified as: Cash equivalents $ 31,651 Short-term investments 42,375 Long-term investments 16,108 Total cash equivalents and investments $ 90,134 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consists of the following (in thousands): June 30, December 31, 2019 2018 Accrued milestones for Shire and Satiogen (see Note 6) $ 3,000 $ — Accrued costs for Shire 1,542 1,310 Accrued clinical trials 1,513 785 Accrued professional service fees 922 70 Accrued contract manufacturing and non-clinical costs 803 — Accrued compensation and related benefits 759 15 Total accrued expenses $ 8,539 $ 2,180 |
Series A Preferred Stock and _2
Series A Preferred Stock and Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Issuance | Common stock reserved for issuance is as follows: As of June 30, As of December 31, 2019 2018 Conversion of preferred stock 14,969,118 7,488,530 Stock options issued and outstanding 3,077,812 — Reserved for future stock awards or option grants 101,443 1,859,151 18,148,373 9,347,681 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards Granted | The following assumptions were used to estimate the fair value of stock option awards granted during the following periods: Three Months Ended June 30, Six Months Ended June 30, 2019 2019 Exercise price $2.94-$6.27 $2.94-$6.27 Expected term (in years) 6.0-6.3 6.0-6.3 Expected volatility 73.88%-75.12% 73.88%-75.12% Risk-free interest rate 1.98%-2.25% 1.98%-2.46% Expected dividend yield — — Grant date fair value of options granted $8.37-$10.46 $7.47-$10.46 |
Summary of Stock Option Activity | The following table summarizes stock option activity during the six months ended June 30, 2019 (in thousands, except share and per share data): Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (in Years) Total Intrinsic Value Outstanding as of December 31, 2018 — $ — — $ — Additional options authorized — Granted 3,077,812 $ 4.73 9.8 Exercised — $ — — Canceled and forfeited — $ — — Outstanding as of June 30, 2019 3,077,812 $ 4.73 9.8 $ 29,007 Vested and exercisable as of June 30, 2019 1,002 $ 2.94 9.7 $ 11 |
Summary of Stock-based Compensation Expense Reflected in Condensed Consolidated Statements of Operations and Comprehensive Loss | Stock-based compensation expense is reflected in the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2019 General and administrative $ 1,003 $ 1,150 Research and development 638 709 Total $ 1,641 $ 1,859 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of Gross Future Minimum Annual Rental Commitments | Gross future minimum annual rental commitments as of June 30, 2019 were as follows (in thousands): Year ending December 31, Undiscounted Rent Payments 2019 (remaining six months) $ 116 2020 436 2021 448 2022 460 2023 252 2024 15 Total undiscounted rent payments 1,727 Less: imputed interest (266 ) Total lease liability $ 1,461 |
Description of Business - Addit
Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Jul. 22, 2019USD ($)$ / sharesshares | Jul. 03, 2019 | Jun. 30, 2019USD ($)shares | Jul. 23, 2019shares | Mar. 31, 2019shares | Dec. 31, 2018USD ($)shares |
Organization And Basis Of Presentation [Line Items] | ||||||
Date of incorporation | May 2, 2018 | |||||
Accumulated deficit | $ | $ (36,862) | $ (17,348) | ||||
Cash, cash equivalents and investments | $ | $ 100,300 | |||||
Series A Redeemable Convertible Preferred Stock | ||||||
Organization And Basis Of Presentation [Line Items] | ||||||
Redeemable stock, outstanding | 119,752,983 | 59,908,284 | 59,908,284 | |||
Redeemable Common Stock | ||||||
Organization And Basis Of Presentation [Line Items] | ||||||
Redeemable stock, outstanding | 1,859,151 | 1,859,151 | 1,859,151 | |||
Subsequent Event | ||||||
Organization And Basis Of Presentation [Line Items] | ||||||
Reverse stock split ratio | 0.125 | |||||
Subsequent Event | Common Stock | ||||||
Organization And Basis Of Presentation [Line Items] | ||||||
Redeemable common stock reclassified to equity | 1,859,151 | |||||
Subsequent Event | Series A Redeemable Convertible Preferred Stock | ||||||
Organization And Basis Of Presentation [Line Items] | ||||||
Redeemable stock, outstanding | 0 | |||||
Subsequent Event | Redeemable Common Stock | ||||||
Organization And Basis Of Presentation [Line Items] | ||||||
Redeemable stock, outstanding | 0 | |||||
Subsequent Event | IPO | ||||||
Organization And Basis Of Presentation [Line Items] | ||||||
Proceeds from issuance of shares | $ | $ 67,300 | |||||
Subsequent Event | IPO | Common Stock | ||||||
Organization And Basis Of Presentation [Line Items] | ||||||
Number of shares issued | 5,000,000 | |||||
Shares issued, price per share | $ / shares | $ 15 | |||||
Number of redeemable convertible preferred stock converted into common stock | 14,969,118 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
General and administrative expenses | $ 10,000 | $ 2,445,000 | $ 3,766,000 | |
Investments with original maturities at date of purchase to be cash equivalents | 3 months | |||
Asset transfers Level 1 to Level 2 | 0 | $ 0 | ||
Asset transfers Level 2 to Level 1 | 0 | 0 | ||
Asset transfers into Level 3 | 0 | |||
Asset transfers out of Level 3 | 0 | |||
Liabilities transfers Level 1 to Level 2 | 0 | 0 | ||
Liabilities transfers Level 2 to Level 1 | 0 | 0 | ||
Liability transfers into Level 3 | 0 | |||
Liability transfers out of Level 3 | 0 | |||
Property and equipment consisting of leasehold improvements | 460,000 | 460,000 | $ 0 | |
Accumulated depreciation | 43,000 | $ 43,000 | $ 0 | |
Series A Preferred Stock | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Anti-dilutive shares of stock | 14,969,118 | 7,488,530 | ||
IPO | Other Assets | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred offering costs capitalized | $ 1,800,000 | $ 1,800,000 | $ 0 | |
Minimum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of collateralized deposits in treasury securities | 102.00% | |||
Property and equipment, useful life | 3 years | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, useful life | 5 years |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities to Fair Value Measurement On Recurring Basis and Level of Input Measurement (Details) - Fair Value, Recurring Basis $ in Thousands | Jun. 30, 2019USD ($) |
Financial assets: | |
Fair value measurements | $ 90,134 |
Money Market Fund | |
Financial assets: | |
Fair value measurements | 12,158 |
U.S. Treasury Bills | |
Financial assets: | |
Fair value measurements | 18,388 |
Repurchase Agreement | |
Financial assets: | |
Fair value measurements | 15,000 |
Corporate Debt Securities | |
Financial assets: | |
Fair value measurements | 18,131 |
Commercial Paper | |
Financial assets: | |
Fair value measurements | 9,917 |
U.S. Government Bonds | |
Financial assets: | |
Fair value measurements | 4,495 |
Asset Backed Securities | |
Financial assets: | |
Fair value measurements | 12,045 |
Level 1 | |
Financial assets: | |
Fair value measurements | 30,546 |
Level 1 | Money Market Fund | |
Financial assets: | |
Fair value measurements | 12,158 |
Level 1 | U.S. Treasury Bills | |
Financial assets: | |
Fair value measurements | 18,388 |
Level 2 | |
Financial assets: | |
Fair value measurements | 59,588 |
Level 2 | Repurchase Agreement | |
Financial assets: | |
Fair value measurements | 15,000 |
Level 2 | Corporate Debt Securities | |
Financial assets: | |
Fair value measurements | 18,131 |
Level 2 | Commercial Paper | |
Financial assets: | |
Fair value measurements | 9,917 |
Level 2 | U.S. Government Bonds | |
Financial assets: | |
Fair value measurements | 4,495 |
Level 2 | Asset Backed Securities | |
Financial assets: | |
Fair value measurements | $ 12,045 |
Financial Instruments - Summary
Financial Instruments - Summary of Fair Value and Amortized Cost of Cash Equivalents and Available-for-sale Investments by Major Security Type (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Cash equivalents and investments, Amortized cost | $ 90,088 |
Cash equivalents and investments, Unrealized gain | 49 |
Cash equivalents and investments, Unrealized loss | (3) |
Cash equivalents and investments, Estimated Fair Value | 90,134 |
Cash equivalents, Estimated Fair Value | 31,651 |
Short-term investments | 42,375 |
Long-term investments | 16,108 |
Money Market Fund | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Cash equivalents, Amortized cost | 12,158 |
Cash equivalents, Estimated Fair Value | 12,158 |
Repurchase Agreement | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Cash equivalents, Amortized cost | 15,000 |
Cash equivalents, Estimated Fair Value | 15,000 |
U.S. Treasury Bills | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Investments, Amortized cost | 18,376 |
Investments, Unrealized gain | 12 |
Investments, Estimated Fair Value | 18,388 |
Corporate Debt Securities | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Investments, Amortized cost | 18,107 |
Investments, Unrealized gain | 26 |
Investments, Unrealized loss | (2) |
Investments, Estimated Fair Value | 18,131 |
Commercial Paper | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Investments, Amortized cost | 9,917 |
Investments, Estimated Fair Value | 9,917 |
U.S. Government Bonds | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Investments, Amortized cost | 4,494 |
Investments, Unrealized gain | 1 |
Investments, Estimated Fair Value | 4,495 |
Asset Backed Securities | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Investments, Amortized cost | 12,036 |
Investments, Unrealized gain | 10 |
Investments, Unrealized loss | (1) |
Investments, Estimated Fair Value | $ 12,045 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Financial Instruments Owned At Fair Value [Abstract] | |
Available-for-sale investments maximum remaining contractual maturity period | 2 years |
Realized losses on available-for-sale investments | $ 0 |
Other-than-temporary impairment losses on available-for-sale investments | $ 0 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accrued milestones for Shire and Satiogen (see Note 6) | $ 3,000 | |
Accrued costs for Shire | 1,542 | $ 1,310 |
Accrued clinical trials | 1,513 | 785 |
Accrued professional service fees | 922 | 70 |
Accrued contract manufacturing and non-clinical costs | 803 | |
Accrued compensation and related benefits | 759 | 15 |
Total accrued expenses | $ 8,539 | $ 2,180 |
Asset Acquisitions - Additional
Asset Acquisitions - Additional Information (Details) | Nov. 05, 2018USD ($)ProductCandidate$ / sharesshares | Jul. 31, 2019USD ($) | Jun. 30, 2019USD ($)shares | Jun. 30, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
Asset Acquisitions [Line Items] | |||||
Accrued milestones | $ 3,000,000 | $ 3,000,000 | |||
Research and development | 11,589,000 | 16,452,000 | |||
Accrued expenses | $ 8,539,000 | $ 8,539,000 | $ 2,180,000 | ||
Redeemable Common Stock | |||||
Asset Acquisitions [Line Items] | |||||
Temporary equity, shares issued | shares | 1,859,151 | 1,859,151 | 1,859,151 | ||
Shire Agreement | Shire | |||||
Asset Acquisitions [Line Items] | |||||
Number of product candidates | ProductCandidate | 2 | ||||
Upfront payment | $ 7,500,000 | ||||
Product sales milestone payments, payable | 30,000,000 | ||||
Accrued milestones | $ 2,500,000 | $ 2,500,000 | |||
Shire Agreement | Shire | Subsequent Event | |||||
Asset Acquisitions [Line Items] | |||||
Milestone payment | $ 2,500,000 | ||||
Shire Agreement | Shire | Maralixibat | |||||
Asset Acquisitions [Line Items] | |||||
Milestone payments, payable | 109,500,000 | ||||
Milestone payments, payable upon approval | 25,000,000 | ||||
Shire Agreement | Shire | Volixibat | |||||
Asset Acquisitions [Line Items] | |||||
Milestone payments, payable | $ 30,000,000 | ||||
Shire Agreement | Shire | Redeemable Common Stock | |||||
Asset Acquisitions [Line Items] | |||||
Temporary equity, shares issued | shares | 1,859,151 | ||||
Issuance of Series A convertible preferred stock at $1.00259507 per share, net of issuance costs of $23 | $ 7,000,000 | ||||
Shares issued, price per share | $ / shares | $ 3.76 | ||||
Transition Services Agreement | Shire | |||||
Asset Acquisitions [Line Items] | |||||
Accrued expenses | 1,500,000 | 1,500,000 | $ 2,100,000 | ||
Transition Services Agreement | Shire | Shire Provided Services | |||||
Asset Acquisitions [Line Items] | |||||
Research and development | 14,000 | 400,000 | |||
Transition Services Agreement | Shire | Pass-through Cost | |||||
Asset Acquisitions [Line Items] | |||||
Reduction of estimated expenses | 300,000 | 100,000 | |||
Assigned License Agreement | Satiogen Pharmaceuticals, Inc. | |||||
Asset Acquisitions [Line Items] | |||||
Milestone payments, payable | $ 10,500,000 | ||||
Milestone payments, payable upon approval | 5,000,000 | ||||
Accrued milestones | 500,000 | 500,000 | |||
Milestone payments, payable upon initiation | 500,000 | ||||
Milestone payments, payable upon commercialization | 5,000,000 | ||||
Assigned License Agreement | Sanofi-Aventis Deutschland GmbH | |||||
Asset Acquisitions [Line Items] | |||||
Milestone payments, payable | $ 36,000,000 | ||||
Royalty obligations payment period | 10 years | ||||
Milestones accrued | $ 0 | $ 0 | |||
Assigned License Agreement | Subsequent Event | Satiogen Pharmaceuticals, Inc. | |||||
Asset Acquisitions [Line Items] | |||||
Milestone payment | $ 500,000 |
Series A Preferred Stock and _3
Series A Preferred Stock and Stockholders' Deficit - Additional Information (Details) | Apr. 12, 2019USD ($)shares | Nov. 05, 2018$ / sharesshares | Jul. 31, 2019shares | Apr. 30, 2019shares | Nov. 30, 2018USD ($)$ / sharesshares | Oct. 31, 2018USD ($)$ / sharesshares | Jun. 30, 2019USD ($)Vote$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Aug. 31, 2018$ / shares |
Class of Stock [Line Items] | ||||||||||
Cash proceeds from issuance of redeemable convertible preferred stock | $ | $ 60,000,000 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Number of shares subject to repurchase | 456,445 | 550,781 | ||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares repurchased | 25,782 | |||||||||
Number of shares subject to repurchase | 456,445 | 550,781 | ||||||||
Common stock, voting rights | Each share of common stock is entitled to one voting right. | |||||||||
Number of vote entitled for each common stockholder | Vote | 1 | |||||||||
Common Stock | Founder | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued for services, shares | 1,187,500 | |||||||||
Stock issued for services, value | $ | $ 950 | |||||||||
Common Stock | Founder | Restricted Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued for services, shares | 562,500 | |||||||||
Vesting period | 4 years | |||||||||
Subsequent Event | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued upon conversion of series A preferred stock | 14,969,118 | |||||||||
Series A Redeemable Convertible Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 59,844,699 | 59,908,284 | 119,752,983 | 59,908,284 | ||||||
Issuance of stock at per share | $ / shares | $ 1.00259507 | $ 1.00259507 | $ 1.00259507 | |||||||
Number of shares issued in cash | $ | $ 59,800,000 | $ 119,826,000 | $ 59,849,000 | $ 59,849,000 | ||||||
Series A Redeemable Convertible Preferred Stock | Maximum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issuable | 119,752,983 | |||||||||
Series A Redeemable Convertible Preferred Stock | Convertible Promissory Note | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock converted into principal and accrued interest | $ | $ 51,014 | |||||||||
Redeemable Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 1,859,151 | 1,859,151 | ||||||||
Number of shares issued in cash | $ | $ 6,990,000 | $ 6,990,000 | $ 6,990,000 | |||||||
Redeemable Common Stock | Common Stock Agreement | Shire | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 1,859,151 | |||||||||
Percentage of outstanding fully diluted shares issued | 9.00% | |||||||||
Ownership description | Pursuant to the terms of the Common Stock Agreement, (1) in the event of an initial public offering prior to the occurrence of certain liquidation events, if Shire’s ownership of the Company’s common stock is less than 5% of the outstanding fully diluted shares of common stock immediately prior to the closing of the IPO, the Company will issue additional shares of common stock to increase Shire’s ownership to 5% of the then-outstanding fully diluted shares, and (2) in the event that certain liquidation events occur prior to an initial public offering and Shire’s ownership is less than 5% of the then outstanding fully diluted shares of common stock, Shire is entitled to receive additional proceeds, if needed, to equal 5% of proceeds available for distribution to the Company’s security holders | |||||||||
Redeemable Common Stock | Minimum | Shire | ||||||||||
Class of Stock [Line Items] | ||||||||||
Percentage of outstanding fully diluted shares of common stock in the event of initial public offering | 5.00% | |||||||||
Percentage of proceeds available for distribution to security holders in the events of certain liquidation | 5.00% |
Series A Preferred Stock and _4
Series A Preferred Stock and Stockholders' Deficit - Schedule of Common Stock Reserved for Issuance (Details) - shares | Jun. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||
Common stock reserved for issuance | 18,148,373 | 9,347,681 |
Redeemable Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance | 14,969,118 | 7,488,530 |
Stock Options Issued and Outstanding | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance | 3,077,812 | |
Reserved for Future Stock Awards or Option Grants | ||
Class of Stock [Line Items] | ||
Common stock reserved for issuance | 101,443 | 1,859,151 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 05, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Oct. 31, 2018 | Jun. 30, 2019 |
Common Stock | Founder | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock issued for services | 1,187,500 | ||||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Expected dividend yield | 0.00% | 0.00% | |||
Stock options granted | 0 | 3,077,812 | |||
Total unrecognized stock-based compensation related to unvested stock option awards granted | $ 24.4 | $ 24.4 | |||
Unrecognized stock-based compensation related to unvested stock, expected to recognize over weighted-average period | 3 years 7 months 6 days | ||||
Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation related to unvested stock, expected to recognize over weighted-average period | 3 years 4 months 24 days | ||||
Shares vested | 33,398 | 68,555 | |||
Total unrecognized compensation expense related to unvested restricted stock | $ 1.3 | $ 1.3 | |||
Restricted Stock | Founder | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Measurement date fair value for stock issued for services | $ 2.936 | ||||
Restricted Stock | Common Stock | Founder | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock issued for services | 562,500 | ||||
Total compensation cost | $ 1.7 | ||||
Vesting period of stock issued for services | 4 years | ||||
2018 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares of common stock authorized | 3,179,255 | 3,179,255 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Estimate Fair Value of Stock Option Awards Granted (Details) - Stock Options | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019$ / shares | Jun. 30, 2019$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility, minimum | 73.88% | 73.88% |
Expected volatility, maximum | 75.12% | 75.12% |
Risk-free interest rate, minimum | 1.98% | 1.98% |
Risk-free interest rate, maximum | 2.25% | 2.46% |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise price | $ 2.94 | $ 2.94 |
Expected term (in years) | 6 years | 6 years |
Grant date fair value of options granted | $ 8.37 | $ 7.47 |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Exercise price | $ 6.27 | $ 6.27 |
Expected term (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days |
Grant date fair value of options granted | $ 10.46 | $ 10.46 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares, Granted | 0 | 3,077,812 | |
Number of shares, Outstanding, Ending balance | 3,077,812 | ||
Number of shares, Vested and exercisable | 1,002 | ||
Weighted-average exercise price, Granted | $ 4.73 | ||
Weighted-average exercise price, Outstanding, Ending balance | 4.73 | ||
Weighted-average exercise price, Vested and exercisable | $ 2.94 | ||
Weighted-average remaining contractual life, Outstanding | 9 years 9 months 18 days | ||
Weighted-average remaining contractual life, Granted | 9 years 9 months 18 days | ||
Weighted-average remaining contractual life, Vested and exercisable | 9 years 8 months 12 days | ||
Total intrinsic value, Outstanding | $ 29,007 | $ 0 | |
Total intrinsic value, Vested and exercisable | $ 11 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-based Compensation Expense Reflected in Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 1,641 | $ 1,859 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,003 | 1,150 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 638 | $ 709 |
Leases - Additional Information
Leases - Additional Information (Details) | 2 Months Ended | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Jan. 22, 2019ft² | |
Leases [Abstract] | ||||
Area of office space | ft² | 5,600 | |||
Term of lease | 4 years | |||
Operating lease, option to extend, description | The lease term is for approximately four years with the option to extend the term for one five-year term. | |||
Existence of option to extend | true | |||
Term of extension of lease | 5 years | |||
Tenant improvement allowance | $ 400,000 | $ 400,000 | ||
Discount rate of operating lease | 8.00% | 8.00% | ||
Weighted-average remaining lease term | 4 years | 4 years | ||
Cash paid for amounts included in measurement of lease liabilities | $ 0 | $ 0 | ||
Rent expense | $ 0 | $ 100,000 | $ 100,000 |
Leases - Schedule of Gross Futu
Leases - Schedule of Gross Future Minimum Annual Rental Commitments (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 (remaining six months) | $ 116 |
2020 | 436 |
2021 | 448 |
2022 | 460 |
2023 | 252 |
2024 | 15 |
Total undiscounted rent payments | 1,727 |
Less: imputed interest | (266) |
Total lease liability | $ 1,461 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - $ / shares | 1 Months Ended | |||||
Jul. 31, 2019 | Jul. 17, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Oct. 31, 2018 | Aug. 31, 2018 | |
Subsequent Event [Line Items] | ||||||
Number of common stock approved and reserved for issuance | 18,148,373 | 9,347,681 | ||||
Common stock, shares authorized | 180,000,000 | 180,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Subsequent Event | IPO | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares authorized | 200,000,000 | |||||
Common stock, par value | $ 0.0001 | |||||
Preferred stock, shares authorized | 10,000,000 | |||||
Preferred stock, par value | $ 0.0001 | |||||
Subsequent Event | Director Nominee | ||||||
Subsequent Event [Line Items] | ||||||
Number of common stock available for grant of options upon completion of IPO | 17,000 | |||||
Subsequent Event | 2019 Equity Incentive Plan | ||||||
Subsequent Event [Line Items] | ||||||
Number of common stock approved and reserved for issuance | 1,401,443 | |||||
Plan, description | A total of 1,401,443 shares of common stock were approved to be initially reserved for issuance under the 2019 Plan including 101,443 shares that remained available for issuance under the 2018 Plan as of July 17, 2019. Shares subject to outstanding awards under the 2018 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 31st of the preceding calendar year or such lesser amount as determined by the Company’s board of directors. | |||||
Plan expiration, term | 10 years | |||||
Plan, beginning date | Jan. 1, 2020 | |||||
Plan expiration, ending date | Jan. 1, 2029 | |||||
Percentage of annual increase in common stock available for issuance | 5.00% | |||||
Subsequent Event | 2018 Equity Incentive Plan | ||||||
Subsequent Event [Line Items] | ||||||
Number of common stock approved and reserved for issuance | 101,443 | |||||
Subsequent Event | 2019 Employee Stock Purchase Plan | ||||||
Subsequent Event [Line Items] | ||||||
Number of common stock approved and reserved for issuance | 500,000 | |||||
Plan, description | A total of 500,000 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 the lessor of (i) 1% of the outstanding number of shares of common stock on December 31st of the preceding calendar year, (ii) 1,500,000 shares of common stock or (iii) such lesser amount as determined by the Company’s board of directors. | |||||
Plan expiration, term | 10 years | |||||
Plan, beginning date | Jan. 1, 2020 | |||||
Plan expiration, ending date | Jan. 1, 2029 | |||||
Percentage of annual increase in common stock available for issuance | 1.00% | |||||
Annual increase in common stock available for issuance, shares | 1,500,000 |