Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 27, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Trading Symbol | ITOS | |
Entity Registrant Name | iTeos Therapeutics, Inc. | |
Entity Central Index Key | 0001808865 | |
Current Fiscal Year End Date | --12-31 | |
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 | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Shell Company | false | |
Entity File Number | 001-39401 | |
Entity Tax Identification Number | 84-3365066 | |
Entity Address Address Line1 | 139 Main Street | |
Entity Address City Or Town | Cambridge | |
Entity Address State Or Province | MA | |
Entity Address Postal Zip Code | 02142 | |
City Area Code | 339 | |
Local Phone Number | 217 0161 | |
Entity Common Stock Shares Outstanding | 35,044,758 | |
Security12b Title | Common stock, $0.001 par value per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 136,870,000 | $ 19,868,000 |
Grants receivable | 212,000 | 5,196,000 |
R&D tax credits receivable | 133,000 | 133,000 |
Prepaid expenses and other current assets | 3,180,000 | 879,000 |
Total current assets | 140,395,000 | 26,076,000 |
Property and equipment, net | 1,251,000 | 1,336,000 |
R&D tax credits receivable | 3,172,000 | 2,917,000 |
Restricted cash | 123,000 | 122,000 |
Other assets | 270,000 | 293,000 |
Total assets | 145,211,000 | 30,744,000 |
Current liabilities: | ||
Accounts payable | 2,656,000 | 1,174,000 |
Accrued expenses and other current liabilities | 3,360,000 | 4,262,000 |
Preferred stock tranche rights liability | 5,400,000 | |
Deferred income | 1,500,000 | 2,360,000 |
Total current liabilities | 7,516,000 | 13,196,000 |
Grants repayable | 4,161,000 | 1,397,000 |
Other noncurrent liabilities | 484,000 | 482,000 |
Total liabilities | 12,161,000 | 15,075,000 |
Commitments and contingencies (Note 9) | ||
Stockholders’ deficit: | ||
Common stock, $0.001 par value, 90,000,000 and 50,000,000 shares authorized at June 30, 2020 and December 31, 2019, respectively; 388,415 and 256,548 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 1,000 | 1,000 |
Additional paid-in capital | 687,000 | |
Accumulated other comprehensive loss | (296,000) | (224,000) |
Accumulated deficit | (48,314,000) | (35,865,000) |
Total stockholders’ deficit | (47,922,000) | (36,088,000) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 145,211,000 | 30,744,000 |
Series B-2 Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock, value | 127,090,000 | |
Series B Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock, value | 48,529,000 | 46,404,000 |
Series A-1 and A-2 Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock, value | $ 5,353,000 | $ 5,353,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 50,000,000 |
Common stock, shares issued | 388,415 | 256,548 |
Common stock, shares outstanding | 388,415 | 256,548 |
Series B-2 Preferred Stock | ||
Redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized | 44,453,477 | 0 |
Redeemable convertible preferred stock, shares issued | 44,453,477 | 0 |
Redeemable convertible preferred stock, shares outstanding | 44,453,477 | 0 |
Redeemable convertible preferred stock, liquidation preference | $ 127,090 | $ 127,090 |
Series B Preferred Stock | ||
Redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized | 31,989,428 | 20,942,781 |
Redeemable convertible preferred stock, shares issued | 20,942,781 | 20,942,781 |
Redeemable convertible preferred stock, shares outstanding | 20,942,781 | 20,942,781 |
Redeemable convertible preferred stock, liquidation preference | $ 55,300 | $ 55,300 |
Series A-1 and A-2 Preferred Stock | ||
Redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized | 6,167,726 | 6,167,726 |
Redeemable convertible preferred stock, shares issued | 6,167,726 | 6,167,726 |
Redeemable convertible preferred stock, shares outstanding | 6,167,726 | 6,167,726 |
Redeemable convertible preferred stock, liquidation preference | $ 7,114 | $ 7,114 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating expenses: | ||||
Research and development expenses | $ 6,137 | $ 3,902 | $ 11,962 | $ 8,253 |
General and administrative expenses | 2,394 | 2,093 | 4,812 | 3,862 |
Total operating expenses | 8,531 | 5,995 | 16,774 | 12,115 |
Loss from operations | (8,531) | (5,995) | (16,774) | (12,115) |
Other income and expenses: | ||||
Grant income | 1,081 | 678 | 2,670 | 1,442 |
Fair value adjustment for preferred stock tranche rights liability and anti-dilution warrants liability | (488) | 1,265 | 296 | |
R&D tax credits | 186 | 155 | 370 | 353 |
Other income (expense), net | 12 | (47) | (30) | (75) |
Loss before income taxes | (7,252) | (5,697) | (12,499) | (10,099) |
Income tax benefit (expense) | 50 | (58) | 50 | (58) |
Net loss | (7,202) | (5,755) | (12,449) | (10,157) |
Cumulative dividends on Series A preferred stock | (106) | (106) | (213) | (213) |
Accretion of redeemable convertible preferred stock to redemption value | (4,189) | (1,612) | ||
Net loss attributable to common stockholders | $ (10,302) | $ (6,776) | $ (16,851) | $ (11,982) |
Basic and diluted net loss per common share | $ (29.49) | $ (36.49) | $ (55.63) | $ (64.52) |
Weighted-average common shares outstanding—basic and diluted | 349,290 | 185,716 | 302,919 | 185,716 |
Net loss | $ (7,202) | $ (5,755) | $ (12,449) | $ (10,157) |
Foreign currency translation adjustments | 245 | 529 | (72) | 262 |
Comprehensive loss | (6,957) | (5,226) | (12,521) | (9,895) |
Series A Preferred Stock | ||||
Other income and expenses: | ||||
Accretion of redeemable convertible preferred stock to redemption value | $ (2,994) | $ (915) | $ (4,189) | $ (1,612) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity/Deficit (Unaudited) - USD ($) $ in Thousands | Total | Common stock | Profit certificates | Additional paid-in capital | Accumulated other comprehensive income (loss) | Retained earnings/(accumulated deficit) | Series A preferred stock | Series B preferred stock |
Beginning balance at Dec. 31, 2018 | $ (10,678) | $ 87 | $ 11 | $ (11) | $ (10,765) | |||
Temporary equity, beginning balance (in shares) at Dec. 31, 2018 | 6,167,726 | 10,900,376 | ||||||
Temporary equity, beginning balance at Dec. 31, 2018 | $ 5,353 | $ 20,378 | ||||||
Beginning balance (in shares) at Dec. 31, 2018 | 185,716 | 7,022 | ||||||
Accretion of Series B and B-2 Preferred Stock to redemption value | (697) | $ (205) | (492) | $ 697 | ||||
Stock-based compensation | 205 | 205 | ||||||
Currency translation adjustment | (267) | (267) | ||||||
Net loss | (4,402) | (4,402) | ||||||
Ending balance at Mar. 31, 2019 | (15,839) | $ 87 | $ 11 | (278) | (15,659) | |||
Temporary equity, ending balance (in shares) at Mar. 31, 2019 | 6,167,726 | 10,900,376 | ||||||
Temporary equity, ending balance at Mar. 31, 2019 | $ 5,353 | $ 21,075 | ||||||
Ending balance (in shares) at Mar. 31, 2019 | 185,716 | 7,022 | ||||||
Beginning balance at Dec. 31, 2018 | (10,678) | $ 87 | $ 11 | (11) | (10,765) | |||
Temporary equity, beginning balance (in shares) at Dec. 31, 2018 | 6,167,726 | 10,900,376 | ||||||
Temporary equity, beginning balance at Dec. 31, 2018 | $ 5,353 | $ 20,378 | ||||||
Beginning balance (in shares) at Dec. 31, 2018 | 185,716 | 7,022 | ||||||
Net loss | (10,157) | |||||||
Ending balance at Jun. 30, 2019 | (21,675) | $ 87 | $ 113 | 251 | (22,126) | |||
Temporary equity, ending balance (in shares) at Jun. 30, 2019 | 6,167,726 | 20,942,781 | ||||||
Temporary equity, ending balance at Jun. 30, 2019 | $ 5,353 | $ 44,362 | ||||||
Ending balance (in shares) at Jun. 30, 2019 | 185,716 | 70,832 | ||||||
Beginning balance at Mar. 31, 2019 | (15,839) | $ 87 | $ 11 | (278) | (15,659) | |||
Temporary equity, beginning balance (in shares) at Mar. 31, 2019 | 6,167,726 | 10,900,376 | ||||||
Temporary equity, beginning balance at Mar. 31, 2019 | $ 5,353 | $ 21,075 | ||||||
Beginning balance (in shares) at Mar. 31, 2019 | 185,716 | 7,022 | ||||||
Issuance of Preferred Stock | $ 22,372 | |||||||
Issuance of Series B Preferred Stock (in shares) | 10,042,405 | |||||||
Accretion of Series B and B-2 Preferred Stock to redemption value | (915) | (203) | (712) | $ 915 | ||||
Exercise of stock options into common stock/profit certificates | 102 | $ 102 | ||||||
Exercise of stock options into common stock/profit certificates (in shares) | 63,810 | |||||||
Stock-based compensation | 203 | 203 | ||||||
Currency translation adjustment | 529 | 529 | ||||||
Net loss | (5,755) | (5,755) | ||||||
Ending balance at Jun. 30, 2019 | (21,675) | $ 87 | $ 113 | 251 | (22,126) | |||
Temporary equity, ending balance (in shares) at Jun. 30, 2019 | 6,167,726 | 20,942,781 | ||||||
Temporary equity, ending balance at Jun. 30, 2019 | $ 5,353 | $ 44,362 | ||||||
Ending balance (in shares) at Jun. 30, 2019 | 185,716 | 70,832 | ||||||
Beginning balance at Dec. 31, 2019 | (36,088) | $ 1 | (224) | (35,865) | ||||
Temporary equity, beginning balance (in shares) at Dec. 31, 2019 | 6,167,726 | 20,942,781 | ||||||
Temporary equity, beginning balance at Dec. 31, 2019 | $ 5,353 | $ 46,404 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 256,548 | |||||||
Issuance of Preferred Stock | $ 125,026 | |||||||
Issuance of Series B Preferred Stock (in shares) | 44,453,477 | |||||||
Settlement of preferred stock tranche right | 4,135 | 4,135 | ||||||
Accretion of Series B and B-2 Preferred Stock to redemption value | (1,195) | (1,195) | $ 1,195 | |||||
Stock-based compensation | 186 | 186 | ||||||
Currency translation adjustment | (317) | (317) | ||||||
Net loss | (5,247) | (5,247) | ||||||
Ending balance at Mar. 31, 2020 | (38,526) | $ 1 | 3,126 | (541) | (41,112) | |||
Temporary equity, ending balance (in shares) at Mar. 31, 2020 | 6,167,726 | 65,396,258 | ||||||
Temporary equity, ending balance at Mar. 31, 2020 | $ 5,353 | $ 172,625 | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 256,548 | |||||||
Beginning balance at Dec. 31, 2019 | (36,088) | $ 1 | (224) | (35,865) | ||||
Temporary equity, beginning balance (in shares) at Dec. 31, 2019 | 6,167,726 | 20,942,781 | ||||||
Temporary equity, beginning balance at Dec. 31, 2019 | $ 5,353 | $ 46,404 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 256,548 | |||||||
Settlement of preferred stock tranche right | $ 4,135 | |||||||
Exercise of stock options into common stock/profit certificates (in shares) | 131,867 | |||||||
Net loss | $ (12,449) | |||||||
Ending balance at Jun. 30, 2020 | (47,922) | $ 1 | 687 | (296) | (48,314) | |||
Temporary equity, ending balance (in shares) at Jun. 30, 2020 | 6,167,726 | 65,396,258 | ||||||
Temporary equity, ending balance at Jun. 30, 2020 | $ 5,353 | $ 175,619 | ||||||
Ending balance (in shares) at Jun. 30, 2020 | 388,415 | |||||||
Beginning balance at Mar. 31, 2020 | (38,526) | $ 1 | 3,126 | (541) | (41,112) | |||
Temporary equity, beginning balance (in shares) at Mar. 31, 2020 | 6,167,726 | 65,396,258 | ||||||
Temporary equity, beginning balance at Mar. 31, 2020 | $ 5,353 | $ 172,625 | ||||||
Beginning balance (in shares) at Mar. 31, 2020 | 256,548 | |||||||
Accretion of Series B and B-2 Preferred Stock to redemption value | (2,994) | (2,994) | $ 2,994 | |||||
Exercise of stock options into common stock/profit certificates | 205 | 205 | ||||||
Exercise of stock options into common stock/profit certificates (in shares) | 131,867 | |||||||
Stock-based compensation | 350 | 350 | ||||||
Currency translation adjustment | 245 | 245 | ||||||
Net loss | (7,202) | (7,202) | ||||||
Ending balance at Jun. 30, 2020 | $ (47,922) | $ 1 | $ 687 | $ (296) | $ (48,314) | |||
Temporary equity, ending balance (in shares) at Jun. 30, 2020 | 6,167,726 | 65,396,258 | ||||||
Temporary equity, ending balance at Jun. 30, 2020 | $ 5,353 | $ 175,619 | ||||||
Ending balance (in shares) at Jun. 30, 2020 | 388,415 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity/Deficit (Unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Series B-2 Preferred Stock | |
Net of Issuance costs | $ 332 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (12,449) | $ (10,157) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 250 | 307 |
Stock-based compensation | 536 | 408 |
Fair value adjustment for preferred stock tranche rights and anti-dilution warrants liabilities | (1,265) | (296) |
Deferred rent | (14) | (5) |
Changes in operating assets and liabilities: | ||
Grants receivable | 4,962 | (1,586) |
R&D tax credits receivable | (238) | (282) |
Prepaid expenses and other current assets | (580) | (376) |
Accounts payable | 1,055 | 508 |
Accrued expenses and other liabilities | (886) | (234) |
Deferred income | (852) | 1,055 |
Net cash used in operating activities | (9,481) | (10,658) |
Cash flows from investing activities | ||
Purchase of property and equipment | (119) | (673) |
Purchase of other assets | (19) | (121) |
Net cash used in investing activities | (138) | (794) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock and profit certificates upon exercise of options | 205 | 102 |
Payment of IPO costs | (1,311) | |
Proceeds from grants repayable | 2,713 | |
Net cash provided by financing activities | 126,633 | 22,474 |
Effects of exchange rate changes on cash and restricted cash | (11) | 184 |
Net increase in cash and restricted cash | 117,003 | 11,206 |
Cash and restricted cash at beginning of period | 19,990 | 22,054 |
Cash and restricted cash at end of period | 136,993 | 33,260 |
Non-cash investing and financing activities | ||
Accretion of Series B and B-2 Preferred Stock to redemption value | 4,189 | 1,612 |
Settlement of preferred stock tranche right | 4,135 | |
Deferred IPO costs in accounts payable | 400 | |
Supplemental disclosure of cash flows | ||
Cash paid for taxes | 147 | 2 |
Series B-2 Preferred Stock | ||
Cash flows from financing activities | ||
Proceeds from issuance of Preferred Stock | 125,358 | |
Payment of issuance costs on Series B-2 Preferred Stock | $ (332) | |
Series B Preferred Stock | ||
Cash flows from financing activities | ||
Proceeds from issuance of Preferred Stock | $ 22,372 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Nature of Business | Note 1. Nature of business Description of business iTeos Therapeutics, Inc. (iTeos Inc. or the Company), a Delaware corporation headquartered in Cambridge, Massachusetts (incorporated on October 4, 2019), is the successor to iTeos Belgium SA (iTeos Belgium) a company organized under the laws of Belgium in 2011 and headquartered in Charleroi, Belgium. The Company is a clinical stage biopharmaceutical company that focuses on developing cancer immunotherapies by targeting key mechanisms of immunosuppression in the tumor microenvironment. The most advanced clinical program is EOS-850, a small molecule antagonist of the A 2A Corporate reorganization On October 4, 2019, the Company completed a corporate reorganization in which iTeos Inc., iTeos Belgium, and the stockholders of iTeos Belgium entered into an Equity Contribution and Exchange Agreement (Share Exchange), pursuant to which all outstanding shares of preferred stock, common stock and profit certificates of iTeos Belgium were exchanged on a one-for-one basis for newly issued shares of iTeos Inc. iTeos Inc. was a newly-formed holding company, and as a result of the Share Exchange, iTeos Belgium became a wholly owned subsidiary of iTeos Inc. iTeos Therapeutics U.S. Inc. (iTeos U.S.) included the Company’s U.S. operations and was located in Cambridge, Massachusetts. iTeos U.S., which was a wholly owned subsidiary of iTeos Belgium prior to the Share Exchange, continued to be a wholly owned subsidiary of iTeos Belgium throughout 2019. On February 28, 2020, iTeos Inc. purchased iTeos U.S. from iTeos Belgium and then the entities effectively merged. The Share Exchange was accounted for in accordance with the Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 805-50, Business Combinations—Related Issues Going concern Since inception, the Company’s activities have consisted primarily of performing research and development to advance its product candidates. The Company is still in the development phase and has not been marketing any developed products to-date. Through June 30, 2020, the Company has funded its operations with proceeds from sales of redeemable convertible preferred stock, collaboration and licensing agreements, grants and borrowings under various agreements with foreign public funding agencies. Since inception, the Company has incurred recurring losses, including a net loss of $12.4 million for the six months ended June 30, 2020. As of June 30, 2020, the Company had an accumulated deficit of $48.3 million. The Company expects to continue to generate operating losses in the foreseeable future. On July 28, 2020, the Company closed its initial public offering, or IPO, which generated net proceeds of $184.0 million, and o n August 5, 2020, the underwriters purchased 1,505,359 additional shares of common stock under their option for net proceeds of $26.6 million after deducting underwriting discounts and commissions The Company will seek additional funding in order to reach its development and commercialization objectives. The Company will seek funds either through public debt or equity offerings or further private equity financings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. The Company may not be able to obtain funding on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any funding may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. COVID-19 In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. As of June 30, 2020, COVID-19 has spread to Europe, the United States and many other countries, and has been declared a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified. The United States, including the Commonwealth of Massachusetts where our headquarters are located, as well as countries throughout Europe and Asia have implemented severe travel restrictions, social distancing requirements and stay-at-home orders, among other restrictions, which, in some cases, have had the effect of delaying the commencement of non-COVID-19-related clinical trials. As a result, the COVID-19 pandemic has caused significant disruptions to the U.S., regional and global economies and has contributed to significant volatility and negative pressure in financial markets. The Company has been carefully monitoring the COVID-19 pandemic and its potential impact on the Company’s business and has taken important steps to help ensure the safety of employees and their families and to reduce the spread of COVID-19 in the Cambridge and Belgian communities. The Company has established a work-from-home policy for all employees, other than those performing or supporting business-critical operations, such as certain members of our laboratory and facilities staff. For those employees, we have implemented stringent safety measures designed to comply with applicable federal, state and local guidelines instituted in response to the COVID-19 pandemic. The Company has also maintained efficient communication with the Company’s partners and clinical sites as the COVID-19 situation has progressed. The Company has taken these precautionary steps while maintaining business continuity so that we can continue to progress our programs. Risk and uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty regarding results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s current or future product candidates, uncertainty of market acceptance of the Company’s product candidates, if approved, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities and may not ultimately lead to a marketing approval and commercialization of a product. Even if the Company’s drug development efforts are successful, it is uncertain if and when the Company will realize significant revenue from product sales. The Company’s product candidates require approvals from the U.S. Food and Drug Administration (FDA) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any product candidates will receive the necessary approvals. If the Company was denied approval, approval was delayed or the Company was unable to maintain approval for any product candidate, it could have a materially adverse impact on the Company. |
Summary of significant accounti
Summary of significant accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2. Summary of significant accounting policies Basis of presentation The accompanying condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The unaudited interim condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the years ended December 31, 2019 and 2018, and the notes thereto, which are included in the Company’s final prospectus related to the Company’s IPO filed on July 27, 2020 (File No. 333-239415) with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended. The results for any interim period are not necessarily indicative of results for any future period. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. Principles of consolidation The accompanying condensed consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany accounts, transactions and balances have been eliminated. Use of estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as the related disclosures of contingent assets and liabilities. Estimates are used to determine the fair value of the preferred stock tranche rights liability and anti-dilution warrants liability, the fair value of profit certificates, common stock and stock-based awards and other issuances, accruals for research and development costs, useful lives of long-lived assets, probability of repayment for grants repayable, and uncertain tax positions. Actual results could differ materially from the Company’s estimates. Deferred offering costs The Company capitalizes incremental legal, professional accounting and other third-party fees that are directly associated with the IPO as other non-current assets until the IPO is consummated. After consummation of the IPO, these costs will be recorded in stockholders’ deficit as a reduction of additional paid-in-capital generated as a result of the offering. As of June 30, 2020, there were deferred offering costs of approximately $1.7 million included in prepaid expenses and other current assets. Collaborative Arrangements The Company analyzes its collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and are, therefore within the scope of ASC Topic 808, Collaborative Arrangements Recently adopted accounting standards updates In August 2018 the FASB issued ASU No. 2018-13, Fair Value Measurement Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement In November 2018 the FASB issued ASU No. 2018-18, Collaborative Arrangements Clarifying the Interaction between Topic 808 and Topic 606 • Clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606, Revenue from Contracts with Customers • Adds unit-of-account guidance to ASC 808, Collaborative Arrangements • Requires that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting that transaction together with revenue recognized under ASC 606 is precluded if the collaborative arrangement participant is not a customer. The standard was adopted on January 1, 2020 and was applied retrospectively to when ASC 606 was adopted (January 1, 2017). It did not have a material impact on our consolidated financial position and results of operations. Recently issued accounting standards and updates not yet effective In February 2016 the FASB issued ASU No. 2016-02, Leases The Company plans to adopt the new leasing standard on January 1, 2021, using a modified retrospective transition approach to be applied to leases existing as of, or entered into after, January 1, 2021. The Company is reviewing its existing lease contracts and the impact of the new leasing standards on its consolidated results of operations, financial position and disclosures. While the adoption of this standard is expected to result in an increase in reported assets and liabilities, the Company has not yet determined the full impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. In June 2016 the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3. Fair value measurements No financial instruments were measured at fair value on a recurring basis as of June 30, 2020. The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2019 (in thousands): December 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Preferred stock tranche rights liability $ — $ — $ 5,400 $ 5,400 Totals $ — $ — $ 5,400 $ 5,400 The fair value of the Series B Preferred Stock tranche rights liability was estimated using a probability-weighted present value of the benefit of investment with the following significant unobservable inputs (Level 3): Valuation Dates December 31, 2018 June 30, 2019 December 31, 2019 March 23, 2020 (Tranche 3 settlement) Implied equity value (in millions) €30.8 ($35.4) €48.8 ($55.6) $ 74.4 $ 208.2 Probability of success of reaching necessary milestone: Tranche 2 milestone 85% by March 31, 2019 N/A N/A N/A Tranche 3 milestone (by March 31, 2020) 90 % 90 % 90 % 90 % Expected industry return over period during which milestones are expected to be achieved 15.0 % 15.5 % 15.0 % 13.0 % Risk-free interest rate 2.5 % 2.3 % 2.3 % 1.1 % During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the six month periods ended June 30, 2019 and 2020. The following table presents changes during the three and six months ended June 30, 2020 and 2019 in Level 3 liabilities measured at fair value on a recurring basis: (in thousands) Preferred Stock Tranche Rights Liability Anti-Dilution Warrants Balances at January 1, 2019 $ 6,325 $ 401 Change in estimated fair value (784 ) — Effects of exchange rate changes (127 ) (9 ) Balances at March 31, 2019 5,414 392 Change in estimated fair value 488 — Effects of exchange rate changes 53 6 Balances at June, 2019 $ 5,955 $ 398 Balances at January 1, 2020 $ 5,400 $ — Change in estimated fair value (1,265 ) — Settlement of tranche right (4,135 ) — Balances at March 31, 2020 $ — $ — The preferred stock tranche rights liability was settled on March 24, 2020 and no liability exists thereafter. The anti-dilution warrants are classified as Level 3 in the fair value hierarchy. Due to the Share Exchange transaction on October 4, 2019 (see Note 7), there was no value to the anti-dilution warrants at December 31, 2019. The above fair value measurements are sensitive to changes in the underlying unobservable inputs. A change in those inputs could result in a significantly higher or lower fair value measurement. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Balance Sheet Information [Abstract] | |
Supplemental Balance Sheet Information | Note 4. Supplemental balance sheet information Property and equipment Property and equipment, net consisted of the following: (in thousands) June 30, 2020 December 31, 2019 Scientific equipment $ 2,326 $ 2,300 Furniture & office equipment 445 346 Leasehold improvements 782 771 Total 3,553 3,417 Accumulated depreciation and amortization (2,302 ) (2,081 ) Property & equipment, net $ 1,251 $ 1,336 Depreciation and amortization expense was $0.1 million and $0.2 million for the three months ended June 30, 2020 and 2019, respectively, and $0.3 million for the six months ended June 30, 2020 and 2019. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: (in thousands) June 30, 2020 December 31, 2019 Accrued clinical trial costs $ 1,988 $ 2,683 Accrued personnel costs 1,228 1,409 Accrued professional fees 25 30 Accrued other 119 140 Total accrued expenses and other current liabilities $ 3,360 $ 4,262 |
License and collaboration agree
License and collaboration agreements | 6 Months Ended |
Jun. 30, 2020 | |
License Agreements [Abstract] | |
License and collaboration agreements | Note 5. License and collaboration agreements Adimab In January 2017, the Company entered into a collaboration agreement (as amended, the Adimab Agreement) with Adimab, LLC (Adimab). Adimab has developed an antibody discovery and optimization technology platform. This collaboration enables the Company’s research and development efforts on discovery and optimization of new antibodies against immuno-oncology targets the Company may identify. Under the terms of the Adimab Agreement, Adimab has granted the Company a worldwide, non-exclusive research license for a one-year research term period and evaluation period for up to 18 months per research program. The Company is required to use commercially reasonable efforts to perform its research activities under the Adimab Agreement and, if the Company exercises its right to obtain a development and commercialization license, the Company is required to use commercially reasonable efforts to pursue development and commercialization of a product directed to the applicable target. Under the terms of the Adimab Agreement, the Company granted Adimab a worldwide, non-exclusive license under all of its patents and know-how that are reasonably necessary or useful for Adimab to perform its research activities under the Adimab Agreement. Payment terms to Adimab include a one-time upfront technology access fee in the tens of thousands and payments for research support. Adimab is entitled to additional fees of up to a maximum of $0.4 million on a program-by-program basis for the achievement of certain technical milestones, one of which was met and the Company paid $0.2 million in April 2017. Upon the Company’s exercise of an option for an exclusive development and commercialization license, with respect to a target, the Company is required to make a low single digit million-dollar payment to Adimab for each exercised option. In August 2018, the Company paid a $1.0 million nonrefundable fee to exercise an option to acquire certain licenses from Adimab. One of the antibodies licensed under the Adimab Agreement is now what the Company refers to as EOS-448. In addition, on a per target basis, the Company may be required to pay development, regulatory and commercial milestones totaling up to an aggregate of $42.8 million for the first three products and additional milestone payments up to $13.5 million for each additional product. The Company will pay Adimab low to mid single-digit percentage royalties on a country-by-country and product-by-product basis, on worldwide net product sales of licensed products. Royalties are payable on a licensed product-by-licensed product and country-by-country basis until the later of (i) expiration of the last valid claim of a licensed patent right that covers such licensed product in such country, and (ii) ten years following the first commercial sale of such licensed product in such country. To date, the Company has paid a total of $3.4 million to Adimab under the Adimab Agreement. Adimab controls the filing, prosecution, maintenance and enforcement of the intellectual property that it licenses to the Company under the Adimab Agreement. The Company has the right to enforce such licensed intellectual property against infringement if the infringement is competitive with the Company’s licensed products and Adimab does not pursue enforcement. The Company controls the filing, prosecution, maintenance and enforcement of the intellectual property the Company licenses to Adimab under the Adimab Agreement and all program antibody patents. The term of the Adimab Agreement will continue until the last to expire royalty term on a product-by-product and country-by-country basis if the Company exercises its option, or in the event no option is exercised, the conclusion of the last-to-expire evaluation term, unless terminated earlier by either party. Each party has the right to terminate the Adimab Agreement due to the other party’s uncured material breach or the Company’s abandonment of the product. MSD International GmbH On December 10, 2019, the Company entered into a Clinical Trial Collaboration and Supply Agreement (the MSD Agreement) with MSD International GmbH (MSD), a subsidiary of Merck & Co., Inc. Under the MSD Agreement, the Company will sponsor a clinical trial in which both the Company’s compound and MSD’s compound will be dosed in combination. The Company will conduct the research at its own cost and MSD will contribute its compound towards the study at no cost to the Company. The parties will equally own the clinical data and inventions from the study, with the exception of inventions relating solely to each party’s compound class. The MSD Agreement will expire upon the delivery of a written report on the results of the study, unless earlier terminated or agreed by the parties. The Company began receiving compounds from MSD on April 1, 2020 and the Company plans to begin the research study in the third quarter of 2020. The terms of the MSD Agreement meet the criteria under ASC Topic 808, Collaborative Arrangements Revenue from Contracts with Customers Nonmonetary Transactions |
Government Grant Funding and Po
Government Grant Funding and Potential Repayment Commitments Under Recoverable Cash Advance Grants (RCAs) | 6 Months Ended |
Jun. 30, 2020 | |
Research And Development Arrangement With Federal Government [Abstract] | |
Government Grant Funding and Potential Repayment Commitments Under Recoverable Cash Advance Grants (RCAs) | Note 6. Government grant funding and potential repayment commitments under recoverable cash advance grants (RCAs) The Company has been awarded grants from the Walloon Region, a federal region of Belgium (the Walloon Region) and the European Union (the granting agencies) to fund research and development activities. The grants reimburse a percentage (55-100%) of actual qualifying expenditures. The Company periodically submits proof of qualifying expenditures to the granting agencies for approval and reimbursement. During the six month periods ended June 30, 2020 and 2019, the Company received funding under several grants which included no obligation to repay and two grants that include potential obligations to repay (RCAs). As the granting agencies do not meet the definition of a customer under Topic 606, qualifying grants receipts are recognized as grant income within other income in the condensed consolidated statement of operations and comprehensive loss. Grants which do not include an obligation to repay The total amount that the granting agencies have agreed to fund in the future if the Company incurs qualifying research and development expenses under these grants is $3.5 million. Grants which include a potential obligation to repay—RCAs On July 20, 2017, the Company entered into a recoverable cash advance arrangement whereby the Walloon Region will provide the Company with up to $21.2 million for a research and development program to perform clinical validation of an A2A receptor antagonist drug candidate for immune-oncology (RCA-1). On December 3, 2019, the Company entered into another recoverable cash advance arrangement with the Walloon Region (RCA-2) for up to $4.0 million to be received to fund a research and development program conducted to develop a TIGIT blocking antibody with anti-tumor properties. Under the terms of both agreements, the Company must decide within 6 months after the end of the research period whether it will further pursue commercial development or out licensing of the drug candidate. The research period for RCA-1 and RCA-2 ends in December and February 2021, respectively, per the current agreements. The Company must repay 30% of the amount received under the grant by annual installments from 2022 to 2041 (the fixed annual repayments) unless the Company decides not to pursue commercial development or out licensing of the drug candidate, applies for a waiver from the Walloon Region justifying its decision based upon the failure of the program, and returns the intellectual property to the Walloon Region. Because of the requirement to repay 30% of the amounts received under the grant, the Company records the present value of such amounts as grants repayable on the condensed consolidated balance sheets. In addition, in the event that the Company receives revenue from products or services related to the results of the research, it has to pay to the Walloon Region a 0.33% royalty on revenue resulting from RCA-1 and a 0.12% royalty on revenue resulting from RCA-2. The maximum amount payable to the Walloon Region under each grant, including the fixed annual repayments, the royalty on revenue, and the interest thereon, is twice the amount of funding received. The Company assessed whether there is an obligation to make a royalty payment based on the probability of successful completion of the research and development and future sales and commercial success of the drug candidate, and no grant repayable was recorded as of June 30, 2020 or December 31, 2019. The Company recorded grant income in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2019 and 2020 for amounts of grants received from the Walloon Region in the period during which the related qualifying expenses were incurred, net of any grants repayable recorded in the condensed consolidated balance sheets. The Company recorded receivables on the condensed consolidated balance sheets related to amounts the Walloon Region owes the Company based on qualifying expenses incurred by the Company. The Company recorded deferred income in the condensed consolidated balance sheets for amounts received from the Walloon Region in advance of incurring qualifying expenses. The following table reflects activity for grant programs for the three and six months ended June 30, 2020 and 2019 and end of period balances as of June 30, 2020 and December 31, 2019: RCA -1 RCA-2 Other Grants Total (In thousands) 2020 2019 2020 2019 2020 2019 2020 2019 Cash received during the six months ended June 30 $ 7,693 $ — $ 1,968 N/A $ 168 $ 900 $ 9,829 $ 900 Grant income recognized during the six months ended June 30 1,857 1,219 508 N/A 305 223 $ 2,670 $ 1,442 Cash received during the three months ended June 30 — — 30 N/A 168 21 $ 198 $ 21 Grant income recognized during the three months ended June 30 725 550 137 N/A 219 128 $ 1,081 $ 678 Grants receivable at the end of the period — 4,449 — 676 212 71 $ 212 $ 5,196 Grants repayable at the end of the period $ 3,583 $ 1,397 $ 578 N/A $ — $ — $ 4,161 $ 1,397 |
Stockholders_ equity (deficit)
Stockholders’ equity (deficit) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders’ equity (deficit) | Note 7. Stockholders’ equity (deficit) Series B-2 preferred stock On March 24, 2020, the Company issued 44,453,477 shares of Series B-2 Convertible Preferred Stock in exchange for gross proceeds of $125.4 million. Issuance costs were $0.3 million. Part of the Series B-2 shares issued served as settlement for the 11,046,657 Series B shares due to be issued under the Third Tranche of the Series B Subscription Agreement. The Series B and Series B-2 preferred stock are collectively referred to as the “Senior Preferred Stock”. Under the Amended and Restated Certificate of Incorporation dated March 24, 2020, the significant rights and preferences of the outstanding preferred stock of the Company are as follows: Dividends —The Preferred Stock of the Company accrues dividends at a rate of 6% per annum on the original issue price. Dividends are cumulative and accrue whether declared or not. Liquidation preference —In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event, as defined below, (and after payment of all liabilities and all costs incurred in connection with the Liquidation Event or setting aside of monies sufficient to cover such liabilities and costs), the net assets in cash, shares or other assets (Liquidation Proceeds) shall be distributed in the following order: 1) First, the holders of Senior Preferred Stock (if necessary, on a pro rata basis) shall, in preference to any other outstanding securities, receive an amount equal to the original subscription price paid, plus accrued but unpaid dividends. 2) Second, out of the remaining Liquidation Proceeds (if any), the holders of Series A Preferred stock (if necessary, on a pro rata basis) shall, in preference to other outstanding securities, receive an amount equal to the original subscription price paid plus accrued but unpaid dividends. 3) Third, any remaining Liquidation Proceeds shall be distributed among the holders of the shares of Senior Preferred Stock and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been mandatorily converted to common stock pursuant to the terms of the Amended and Restated Certificate of Incorporation. Deemed liquidation event —Means (i) a merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, (ii) (a) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or (b) the sale or disposition of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company, or (iii) the transfer of more than a majority of the outstanding capital stock of the Company by way of sale or disposition (whether by merger, consolidation, or otherwise, and whether in a single transaction or a series of related transactions) or otherwise. Redemption rights —At any time after the fifth anniversary of the original issue date of the Series B-2 Preferred Stock (March 24, 2025), upon a vote of 60% of the holders of Senior Preferred Stock, unless prohibited by Delaware law governing distributions to stockholders, shares of Senior Preferred Stock will be redeemed by the Company at a price equal to the greater of: 1) the applicable original issue price per share, plus any accrued but unpaid dividends and 2) the fair market value of the Senior Preferred Stock as of the date of the redemption request. Fair market value shall be based on the enterprise value without discount for illiquidity or lack of marketability, minority position, or transfer restrictions. Series A Preferred Stock is only redeemable upon a liquidity event. Voting rights —All outstanding shares are entitled to one vote. Optional conversion —Each share of Senior Preferred Stock is convertible, at the option of the holder, into shares of common stock at a ratio equal to the original applicable issuance price plus accrued but unpaid dividends divided by the applicable conversion price in effect at the time of conversion (initially equal to the applicable original issue price, adjusted going forward for any dilutive issuances, stock splits or similar events). Mandatory conversion —Each share preferred stock (Series A and Senior Preferred) shall automatically convert into common shares at the then applicable conversion rate upon (i) vote by 60% of the then-outstanding shares of Senior Preferred Stock or, (ii) an initial public offering of the Company’s common stock at a price of at least $9.34 per share and a proposed offering size of at least $50.0 million. See Note 12. Directors —The Series B-2 Preferred shareholders are entitled to elect 2 directors and the Series B Preferred shareholders are entitled to elect 3 directors out of the 9 directors of the Board. |
Stock-based compensation
Stock-based compensation | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based compensation | Note 8. Stock-based compensation On March 24, 2020, the Board of Directors approved an increase to the total authorized options under the 2019 Stock Option and Grant Plan to 3,464,316. Stock-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended June 30, Six months ended June 30, (in thousands) 2020 2019 2020 2019 Research and development 67 43 $ 117 $ 86 General and administrative 283 160 419 322 Total stock-based compensation expense $ 350 $ 203 $ 536 $ 408 The following table summarizes stock option activity for the six months ended June 30, 2020: Stock Options Shares Weighted average exercise price Weighted average remaining contractual life (in years) Aggregate intrinsic value (in thousands) Outstanding as of December 31, 2019 1,387,003 $ 4.62 Granted 2,127,318 4.33 Forfeited (59,076 ) 5.20 Exercised (131,867 ) 1.56 Outstanding as of June 30, 2020 3,323,378 $ 4.54 8.0 $ 5,938 Exercisable at June 30, 2020 716,304 $ 5.27 4.8 $ 1,203 The weighted-average grant-date fair value of options awarded during the six month periods ended June 30, 2020 and 2019 was approximately $3.21 per share and $1.49 per share, respectively. As of June 30, 2020, there was a total of $7.2 million of unrecognized employee compensation costs related to non-vested stock option awards expected to be recognized over a weighted average period of 3.6 years. The Company received $0.2 million from the exercise of 131,867 options into common stock in April 2020. The Company estimates the fair value of stock-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables, such as expected term, volatility, risk-free interest rate, and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine. Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period of the respective award. The following table summarizes the range of key assumptions used to determine the fair value of stock options granted during: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Risk-free interest rate 0.45% 2.51% 0.45% - 1.35% 2.51 % Expected term (in years) 6 5 6 5 Expected volatility 92% 93% 90% - 92% 93 % Expected dividend yield — — — — Estimated fair value of common stock $4.24 - $6.16 2.38 $2.95 - $6.16 $ 2.38 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and contingencies Purchase commitments The Company has contractual arrangements with research and development organizations and suppliers; however, these contracts are generally cancelable on 30-60 days’ notice and the obligations under these contracts are largely based on services performed. The Company may also enter into contracts in the normal course of business with clinical research organizations for clinical trials, with contract manufacturing organizations for clinical supplies and with other vendors for preclinical studies, supplies and other services and products for operating purposes. These contracts generally provide for termination on notice. As of June 30, 2020 and December 31, 2019, there were no amounts accrued related to termination charges. Leases The Company leases primarily office space in Charleroi, Belgium and Cambridge, Massachusetts under non-cancelable operating leases with expiration dates in December 2021 and May 2022, respectively, in addition to some small car leases that typically have four-year terms. Rent expense was $0.1 million for the three months ended June 30, 2020 and 2019, and $0.3 million and $0.2 million for the six month periods ended June 30, 2020 and 2019, respectively. As of June 30, 2020, the Company had the following future minimum lease payments under non-cancelable operating leases for the remainder of 2020 and the future years thereafter (in thousands): Year ending December 31: 2020 $ 267 2021 523 2022 122 2023 6 Total $ 918 In March 2019, the Company provided a letter of credit for approximately $57,000 to secure its obligation under its lease in Cambridge. The Company maintains that amount of cash on hand to fund any necessary draws on the letter of credit. In addition, the Company has approximately $66,000 on hand serving as a guarantee for its lease obligation in Belgium. These amounts have been classified as restricted cash in the condensed consolidated balance sheets as of June 30, 2020 and December 31, 2019. |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related party transactions On June 11, 2018, the Company entered into a Royalty Transfer Agreement with the charitable foundations of two of its investors (MPM Oncology Charitable Foundation, Inc. and UBS Optimus Foundation), which requires it to pay a royalty equal to 1% percent of its net product sales each year within 120 days following each year end. Such agreement was entered into as a result of the capital contributions received from the investors. As the Company has no product sales to date, no royalties were owed to these charitable foundations as of June 30, 2020. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stock | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stock | Note 11. Net loss per share attributable to common stock The following common stock equivalents were excluded from the calculation of net loss per share due to their anti-dilutive effect: June 30, 2020 2019 Series B and B-2 Preferred Stock, as converted 20,597,566 6,563,548 Series A Preferred Stock, as converted 1,862,510 1,862,510 Profit certificates, as converted — 7,022 Stock options outstanding 3,323,378 1,388,969 Total 25,783,454 9,822,049 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent events The Company evaluated all material subsequent events. The following events occurred subsequent to June 30, 2020: Reverse Stock Split On July 20, 2020, the Company effected a 1-for-3.3115 reverse stock split of the Company’s common stock and adjusted the ratio at which the Company’s preferred stock is convertible into common stock, as well as the number of shares under the 2019 Stock Option and Grant Plan and the Amended and Restated Certificate of Incorporation of iTeos Therapeutics, Inc., as well as the share amounts of stock grants under the plan and the number of options and exercise prices of options under the plan. All shares of common stock, stock options exercisable for shares of common stock, and per share information presented in the accompanying consolidated financial statements and notes thereto have been adjusted, where applicable, to reflect the reverse stock split on a retroactive basis for all periods presented. There was no change in the par value of the Company’s common stock. Initial Public Offering On July 28, 2020, the Company completed an IPO of 10,586,316 shares of its common stock, for aggregate gross proceeds of $201.1 million and its shares started trading on The Nasdaq Global Select Market under the ticker symbol “ITOS.” The Company received approximately $184 in net proceeds after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. Upon closing of the IPO, all of the Company's outstanding shares of convertible preferred stock automatically converted into On August 5, 2020, the underwriters purchased an additional Amendment to 2019 Stock Option and Grant Plan On July 15, 2020, the Company’s Board of Directors approved an amendment to the 2019 Stock Option and Grant Plan to provide for immediate 100% vesting for all outstanding options under the plan upon the consummation of a Sale Event, as defined by the amendment. 2020 Stock Option and Incentive Plan The 2020 Stock Option and Incentive Plan (the “2020 Plan”) was approved by the Company’s board of directors on July 15, 2020, and the Company’s stockholders on July 20, 2020 and became effective on July 22, 2020, the date immediately prior to the date on which the registration statement for the Company’s IPO became effective. The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights to the Company’s officers, employees, directors and consultants. The number of shares of common stock initially reserved for issuance under the 2020 Plan is 3,809,818 which shall be cumulatively increased on January 1, 2021 and each January 1 thereafter by 5% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s compensation committee of the board of directors. The 2020 Plan will replace the 2019 Plan, as the Company’s board of directors is not expected to make additional awards under the 2019 Plan following the completion of the IPO. However, the 2019 Plan will continue to govern outstanding equity awards granted thereunder. On July 15, 2020, the Board of Directors approved a grant of stock options to purchase 132,864 shares of common stock to directors of the Company. The stock options were granted upon IPO and have an exercise price equal to the price to the public in the Company’s IPO ($19 per share). The options have a 10-year contractual term and vest on the earlier of (i) the first anniversary of the grant date or (ii) the Company’s next annual meeting of the stockholders, subject to continued service through the applicable vesting date. On July 15, 2020, the Board of Directors approved a grant of stock options to purchase 1,035,424 shares of common stock to the CEO of the Company. The options were granted upon IPO equal to the amount necessary for the CEO to have 5% equity ownership on a fully-diluted basis and have an exercise price equal to the price to the public in the Company’s IPO ($19 per share). The options have a 10-year contractual term and vest over a period of four years. Upon a Sale Event, as defined in the 2020 Plan, the options may become 100% vested and exercisable immediately. Employee Stock Purchase Plan The 2020 Employee Stock Purchase Plan (the “2020 ESPP”) was approved by the Company’s board of directors on July 15, 2020, and the Company’s stockholders on July 20, 2020, and become effective on July 22, 2020, the date immediately prior to the date on which the registration statement for the Company’s IPO was declared effective. The ESPP will initially reserve and authorize the issuance of up to a total 317,484 shares of common stock to participating employees. The ESPP will provide that the number of shares reserved and available for issuance will automatically increase on January 1, 2021 and each January 1 thereafter by the lesser of 634,969 shares of common stock, 1% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s compensation committee. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The unaudited interim condensed consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the years ended December 31, 2019 and 2018, and the notes thereto, which are included in the Company’s final prospectus related to the Company’s IPO filed on July 27, 2020 (File No. 333-239415) with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended. The results for any interim period are not necessarily indicative of results for any future period. In the opinion of management, the information furnished reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the results for the reported interim periods. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. |
Principles of consolidation | Principles of consolidation The accompanying condensed consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany accounts, transactions and balances have been eliminated. |
Use of estimates | Use of estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as the related disclosures of contingent assets and liabilities. Estimates are used to determine the fair value of the preferred stock tranche rights liability and anti-dilution warrants liability, the fair value of profit certificates, common stock and stock-based awards and other issuances, accruals for research and development costs, useful lives of long-lived assets, probability of repayment for grants repayable, and uncertain tax positions. Actual results could differ materially from the Company’s estimates. |
Deferred offering costs | Deferred offering costs The Company capitalizes incremental legal, professional accounting and other third-party fees that are directly associated with the IPO as other non-current assets until the IPO is consummated. After consummation of the IPO, these costs will be recorded in stockholders’ deficit as a reduction of additional paid-in-capital generated as a result of the offering. As of June 30, 2020, there were deferred offering costs of approximately $1.7 million included in prepaid expenses and other current assets. |
Collaborative arrangements | Collaborative Arrangements The Company analyzes its collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and are, therefore within the scope of ASC Topic 808, Collaborative Arrangements |
Recently adopted accounting standards updates | Recently adopted accounting standards updates In August 2018 the FASB issued ASU No. 2018-13, Fair Value Measurement Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement In November 2018 the FASB issued ASU No. 2018-18, Collaborative Arrangements Clarifying the Interaction between Topic 808 and Topic 606 • Clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606, Revenue from Contracts with Customers • Adds unit-of-account guidance to ASC 808, Collaborative Arrangements • Requires that in a transaction with a collaborative arrangement participant that is not directly related to sales to third parties, presenting that transaction together with revenue recognized under ASC 606 is precluded if the collaborative arrangement participant is not a customer. The standard was adopted on January 1, 2020 and was applied retrospectively to when ASC 606 was adopted (January 1, 2017). It did not have a material impact on our consolidated financial position and results of operations. Recently issued accounting standards and updates not yet effective In February 2016 the FASB issued ASU No. 2016-02, Leases The Company plans to adopt the new leasing standard on January 1, 2021, using a modified retrospective transition approach to be applied to leases existing as of, or entered into after, January 1, 2021. The Company is reviewing its existing lease contracts and the impact of the new leasing standards on its consolidated results of operations, financial position and disclosures. While the adoption of this standard is expected to result in an increase in reported assets and liabilities, the Company has not yet determined the full impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. In June 2016 the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Financial Instruments Measured at Fair Value on a Recurring Basis | The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2019 (in thousands): December 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Preferred stock tranche rights liability $ — $ — $ 5,400 $ 5,400 Totals $ — $ — $ 5,400 $ 5,400 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of Fair Value of Series B Preferred Stock Tranche Rights Liability | The fair value of the Series B Preferred Stock tranche rights liability was estimated using a probability-weighted present value of the benefit of investment with the following significant unobservable inputs (Level 3): Valuation Dates December 31, 2018 June 30, 2019 December 31, 2019 March 23, 2020 (Tranche 3 settlement) Implied equity value (in millions) €30.8 ($35.4) €48.8 ($55.6) $ 74.4 $ 208.2 Probability of success of reaching necessary milestone: Tranche 2 milestone 85% by March 31, 2019 N/A N/A N/A Tranche 3 milestone (by March 31, 2020) 90 % 90 % 90 % 90 % Expected industry return over period during which milestones are expected to be achieved 15.0 % 15.5 % 15.0 % 13.0 % Risk-free interest rate 2.5 % 2.3 % 2.3 % 1.1 % |
Summary of Changes in Level 3 Liabilities Measures at Fair Value on a Recurring Basis | The following table presents changes during the three and six months ended June 30, 2020 and 2019 in Level 3 liabilities measured at fair value on a recurring basis: (in thousands) Preferred Stock Tranche Rights Liability Anti-Dilution Warrants Balances at January 1, 2019 $ 6,325 $ 401 Change in estimated fair value (784 ) — Effects of exchange rate changes (127 ) (9 ) Balances at March 31, 2019 5,414 392 Change in estimated fair value 488 — Effects of exchange rate changes 53 6 Balances at June, 2019 $ 5,955 $ 398 Balances at January 1, 2020 $ 5,400 $ — Change in estimated fair value (1,265 ) — Settlement of tranche right (4,135 ) — Balances at March 31, 2020 $ — $ — |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Supplemental Balance Sheet Information [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: (in thousands) June 30, 2020 December 31, 2019 Scientific equipment $ 2,326 $ 2,300 Furniture & office equipment 445 346 Leasehold improvements 782 771 Total 3,553 3,417 Accumulated depreciation and amortization (2,302 ) (2,081 ) Property & equipment, net $ 1,251 $ 1,336 |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consisted of the following: (in thousands) June 30, 2020 December 31, 2019 Accrued clinical trial costs $ 1,988 $ 2,683 Accrued personnel costs 1,228 1,409 Accrued professional fees 25 30 Accrued other 119 140 Total accrued expenses and other current liabilities $ 3,360 $ 4,262 |
Government Grant Funding and _2
Government Grant Funding and Potential Repayment Commitments Under Recoverable Cash Advance Grants (RCAs) (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Research And Development Arrangement With Federal Government [Abstract] | |
Schedule of Activity for Grant Programs | The following table reflects activity for grant programs for the three and six months ended June 30, 2020 and 2019 and end of period balances as of June 30, 2020 and December 31, 2019: RCA -1 RCA-2 Other Grants Total (In thousands) 2020 2019 2020 2019 2020 2019 2020 2019 Cash received during the six months ended June 30 $ 7,693 $ — $ 1,968 N/A $ 168 $ 900 $ 9,829 $ 900 Grant income recognized during the six months ended June 30 1,857 1,219 508 N/A 305 223 $ 2,670 $ 1,442 Cash received during the three months ended June 30 — — 30 N/A 168 21 $ 198 $ 21 Grant income recognized during the three months ended June 30 725 550 137 N/A 219 128 $ 1,081 $ 678 Grants receivable at the end of the period — 4,449 — 676 212 71 $ 212 $ 5,196 Grants repayable at the end of the period $ 3,583 $ 1,397 $ 578 N/A $ — $ — $ 4,161 $ 1,397 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense is classified in the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended June 30, Six months ended June 30, (in thousands) 2020 2019 2020 2019 Research and development 67 43 $ 117 $ 86 General and administrative 283 160 419 322 Total stock-based compensation expense $ 350 $ 203 $ 536 $ 408 |
Summary of Stock Options Activity | The following table summarizes stock option activity for the six months ended June 30, 2020: Stock Options Shares Weighted average exercise price Weighted average remaining contractual life (in years) Aggregate intrinsic value (in thousands) Outstanding as of December 31, 2019 1,387,003 $ 4.62 Granted 2,127,318 4.33 Forfeited (59,076 ) 5.20 Exercised (131,867 ) 1.56 Outstanding as of June 30, 2020 3,323,378 $ 4.54 8.0 $ 5,938 Exercisable at June 30, 2020 716,304 $ 5.27 4.8 $ 1,203 |
Schedule of Fair Value Assumptions for Stock Options Granted | The following table summarizes the range of key assumptions used to determine the fair value of stock options granted during: Three months ended June 30, Six months ended June 30, 2020 2019 2020 2019 Risk-free interest rate 0.45% 2.51% 0.45% - 1.35% 2.51 % Expected term (in years) 6 5 6 5 Expected volatility 92% 93% 90% - 92% 93 % Expected dividend yield — — — — Estimated fair value of common stock $4.24 - $6.16 2.38 $2.95 - $6.16 $ 2.38 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases | As of June 30, 2020, the Company had the following future minimum lease payments under non-cancelable operating leases for the remainder of 2020 and the future years thereafter (in thousands): Year ending December 31: 2020 $ 267 2021 523 2022 122 2023 6 Total $ 918 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share | The following common stock equivalents were excluded from the calculation of net loss per share due to their anti-dilutive effect: June 30, 2020 2019 Series B and B-2 Preferred Stock, as converted 20,597,566 6,563,548 Series A Preferred Stock, as converted 1,862,510 1,862,510 Profit certificates, as converted — 7,022 Stock options outstanding 3,323,378 1,388,969 Total 25,783,454 9,822,049 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) - USD ($) $ in Thousands | Aug. 05, 2020 | Jul. 28, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Net loss | $ (7,202) | $ (5,247) | $ (5,755) | $ (4,402) | $ (12,449) | $ (10,157) | |||
Accumulated deficit | $ (48,314) | (48,314) | $ (35,865) | ||||||
Net proceeds from issuance of IPO | $ 205 | $ 102 | |||||||
Subsequent Event | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Underwriters purchase of additional shares of common stock | 1,505,359 | ||||||||
Net proceeds after deducting commissions from underwriter purchase of additional share of common stock | $ 26,600 | ||||||||
IPO | Subsequent Event | |||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||
Net proceeds from issuance of IPO | $ 184,000 |
Summary of significant accoun_3
Summary of significant accounting policies - Additional Information (Details) $ in Millions | Jun. 30, 2020USD ($) |
Accounting Policies [Abstract] | |
Deferred offering costs | $ 1.7 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Mar. 24, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||||
Financial instruments | $ 0 | |||
Transfers within hierarchy | $ 0 | $ 0 | ||
Preferred stock tranche rights liability | $ 0 | $ 5,400,000 | ||
Anti-dilution warrants | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Mar. 24, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock tranche rights liability | $ 0 | $ 5,400,000 |
Totals | 5,400,000 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock tranche rights liability | 5,400,000 | |
Totals | $ 5,400,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value of Series B Preferred Stock Tranche Rights Liability (Details) - Series B Preferred Stock - Significant unobservable inputs (Level 3) € in Millions, $ in Millions | Mar. 23, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2019EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Implied equity value | $ 74.4 | $ 55.6 | € 48.8 | $ 35.4 | € 30.8 | |
Tranche Three Settlement | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Implied equity value | $ 208.2 | |||||
Tranche 2 milestone (by March 31, 2019) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Probability of success of reaching necessary milestone | 85.00% | 85.00% | ||||
Tranche 3 milestone (by March 31, 2020) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Probability of success of reaching necessary milestone | 90.00% | 90.00% | 90.00% | 90.00% | 90.00% | |
Tranche 3 milestone (by March 31, 2020) | Tranche Three Settlement | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Probability of success of reaching necessary milestone | 90.00% | |||||
Expected industry return over period during which milestones are expected to be achieved | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 15 | 15.5 | 15.5 | 15 | 15 | |
Expected industry return over period during which milestones are expected to be achieved | Tranche Three Settlement | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 13 | |||||
Risk-free interest rate | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 2.3 | 2.3 | 2.3 | 2.5 | 2.5 | |
Risk-free interest rate | Tranche Three Settlement | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Measurement input | 1.1 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in Level 3 Liabilities Measures at Fair Value on a Recurring Basis (Details) - Significant unobservable inputs (Level 3) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Preferred Stock Tranche Rights Liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balances | $ 5,400 | $ 5,414 | $ 6,325 |
Change in estimated fair value | (1,265) | 488 | (784) |
Effects of exchange rate changes | 53 | (127) | |
Balances | 5,955 | 5,414 | |
Settlement of tranche right | $ (4,135) | ||
Anti-Dilution Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balances | 392 | 401 | |
Effects of exchange rate changes | 6 | (9) | |
Balances | $ 398 | $ 392 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 3,553 | $ 3,417 |
Accumulated depreciation and amortization | (2,302) | (2,081) |
Property & equipment, net | 1,251 | 1,336 |
Scientific Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 2,326 | 2,300 |
Furniture and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 445 | 346 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 782 | $ 771 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Supplemental Balance Sheet Information [Abstract] | ||||
Depreciation and amortization | $ 100 | $ 200 | $ 250 | $ 307 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued clinical trial costs | $ 1,988 | $ 2,683 |
Accrued personnel costs | 1,228 | 1,409 |
Accrued professional fees | 25 | 30 |
Accrued other | 119 | 140 |
Total accrued expenses and other current liabilities | $ 3,360 | $ 4,262 |
License and collaboration agr_2
License and collaboration agreements - Additional Information (Details) - Adimab L L C - USD ($) $ in Millions | Aug. 31, 2018 | Apr. 30, 2017 | Jun. 30, 2020 |
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Upfront payment received | $ 0.2 | ||
Maximum additional receivable based on achievement of research milestones | $ 13.5 | ||
Nonrefundable fee to exercise an option | $ 1 | ||
License revenue | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
License revenue | 3.4 | ||
Research Collaboration and Option Agreement | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Maximum option fees receivable based on achievement of research milestones per program | 0.4 | ||
Development Regulatory and Sales Milestone | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Maximum option fees receivable based on achievement of research milestones | $ 42.8 |
Government Grant Funding and _3
Government Grant Funding and Potential Repayment Commitments Under Recoverable Cash Advance Grants (RCAs) - Additional Information (Details) - USD ($) | Dec. 03, 2019 | Jul. 20, 2017 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||
Research and development expenses | $ 3,500,000 | ||||
Grant repayable | $ 4,161,000 | $ 1,397,000 | |||
RCA-1 | |||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||
Recoverable cash advance | $ 21,200,000 | ||||
Percentage of royalty on revenue | 0.33% | ||||
Grant repayable | $ 3,583,000 | $ 1,397,000 | |||
RCA-2 | |||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||
Recoverable cash advance | $ 4,000,000 | ||||
Percentage of royalty on revenue | 0.12% | ||||
Grant repayable | $ 578,000 | ||||
RCA-1 and RCA-2 | |||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||
Percentage of repayment amount received under grant | 30.00% | ||||
Research And Development And Future Sales | |||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||
Grant repayable | $ 0 | $ 0 | |||
Minimum | |||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||
Percentage of grant reimburse of actual qualifying expenditures | 55.00% | ||||
Minimum | RCA-1 and RCA-2 | |||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||
Term of repayment amount received under grant | 2022 | ||||
Maximum | |||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||
Percentage of grant reimburse of actual qualifying expenditures | 100.00% | ||||
Maximum | RCA-1 and RCA-2 | |||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||
Term of repayment amount received under grant | 2041 |
Government Grant Funding and _4
Government Grant Funding and Potential Repayment Commitments Under Recoverable Cash Advance Grants (RCAs) - Schedule of Activity for Grant Programs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||
Cash received | $ 198 | $ 21 | $ 9,829 | $ 900 | |
Grant income | 1,081 | 678 | 2,670 | 1,442 | |
Grants receivable | 212 | 5,196 | 212 | 5,196 | $ 5,196 |
Grant repayable | 4,161 | 1,397 | 4,161 | 1,397 | |
RCA-1 | |||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||
Cash received | 7,693 | ||||
Grant income | 725 | 550 | 1,857 | 1,219 | |
Grants receivable | 4,449 | 4,449 | |||
Grant repayable | 3,583 | 1,397 | 3,583 | 1,397 | |
RCA-2 | |||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||
Cash received | 30 | 1,968 | |||
Grant income | 137 | 508 | |||
Grants receivable | 676 | 676 | |||
Grant repayable | 578 | 578 | |||
Other Grants | |||||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||||
Cash received | 168 | 21 | 168 | 900 | |
Grant income | 219 | 128 | 305 | 223 | |
Grants receivable | $ 212 | $ 71 | $ 212 | $ 71 |
Stockholders' equity (deficit)
Stockholders' equity (deficit) - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Preferred stock, dividend rate | 6.00% | |
Common stock value | $ 1 | $ 1 |
IPO | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock value | $ 50,000 | |
IPO | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share price | $ 9.34 | |
Series B-2 Convertible Preferred Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Preferred stock issued | 44,453,477 | |
Proceeds from issuance of convertible preferred stock | $ 125,400 | |
Net of Issuance costs | $ 300 | |
Preferred stock voting percent | 60 | |
Preferred stock, voting rights | All outstanding shares are entitled to one vote. | |
Series B Convertible Preferred Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Preferred stock issued | 11,046,657 |
Stock-based compensation - Addi
Stock-based compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | ||
Apr. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 24, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average estimated fair value of options awarded (in dollars per share) | $ 3.21 | $ 1.49 | ||
Proceeds from stock options exercised | $ 0.2 | |||
Exercise of stock options into common stock/profit certificates (in shares) | 131,867 | 131,867 | ||
Non Vested Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation costs for non-vested stock awards | $ 7.2 | |||
Recognition period for compensation cost not yet recognized (in years, months, and days) | 3 years 7 months 6 days | |||
2019 Stock Option And Grant Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of options authorized | 3,464,316 |
Stock-based compensation - Summ
Stock-based compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 350 | $ 203 | $ 536 | $ 408 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 67 | 43 | 117 | 86 |
General And Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 283 | $ 160 | $ 419 | $ 322 |
Stock-based compensation - Su_2
Stock-based compensation - Summary of Stock Options Activity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended |
Apr. 30, 2020shares | Jun. 30, 2020USD ($)$ / sharesshares | |
Shares | ||
Outstanding as of December 31, 2019 | shares | 1,387,003 | |
Granted | shares | 2,127,318 | |
Forfeited | shares | (59,076) | |
Exercised | shares | (131,867) | (131,867) |
Outstanding as of June 30, 2020 | shares | 3,323,378 | |
Exercisable at June 30, 2020 | shares | 716,304 | |
Weighted-Average Exercise Price Per Share | ||
Outstanding as of December 31, 2019 | $ / shares | $ 4.62 | |
Granted | $ / shares | 4.33 | |
Forfeited | $ / shares | 5.20 | |
Exercised | $ / shares | 1.56 | |
Outstanding as of June 30, 2020 | $ / shares | 4.54 | |
Exercisable at June 30, 2020 | $ / shares | $ 5.27 | |
Weighted-Average Remaining Contractual Term | ||
Options outstanding | 8 years | |
Exercisable at June 30, 2020 | 4 years 9 months 18 days | |
Aggregate Intrinsic Value | ||
Outstanding as of December 31, 2019 | $ | $ 5,938 | |
Exercisable at June 30, 2020 | $ | $ 1,203 |
Stock-based compensation - Sche
Stock-based compensation - Schedule of Fair Value Assumptions for Stock Options Granted (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Risk-free interest rate | 0.45% | 2.51% | 2.51% | |
Risk-free interest rate, Minimum | 0.45% | |||
Risk-free interest rate, maximum | 1.35% | |||
Expected term (in years) | 6 years | 5 years | 6 years | 5 years |
Expected volatility | 92.00% | 93.00% | 93.00% | |
Expected Volatility, minimum | 90.00% | |||
Expected Volatility, maximum | 92.00% | |||
Estimated fair value of common stock | $ 2.38 | $ 2.38 | ||
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Estimated fair value of common stock | $ 4.24 | $ 2.95 | ||
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Estimated fair value of common stock | $ 6.16 | $ 6.16 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Mar. 31, 2019 | |
Other Commitments [Line Items] | ||||||
Operating lease term | 4 years | 4 years | ||||
Operating leases, rent expense | $ 100,000 | $ 100,000 | $ 300,000 | $ 200,000 | ||
Charleroi, Belgium | ||||||
Other Commitments [Line Items] | ||||||
Lease expiration date | Dec. 31, 2021 | |||||
Operating lease, Hand serving to secure lease obligation | $ 66,000,000 | $ 66,000,000 | $ 66,000,000 | |||
Cambridge, Massachusetts | ||||||
Other Commitments [Line Items] | ||||||
Lease expiration date | May 31, 2022 | |||||
Operating lease, Letter of credit to secure lease obligation | $ 57,000,000 | |||||
Contract Termination | ||||||
Other Commitments [Line Items] | ||||||
Restructuring charges | $ 0 | $ 0 | ||||
Minimum | ||||||
Other Commitments [Line Items] | ||||||
Contractual Agreement Cancelation Notice period | 30 days | |||||
Maximum | ||||||
Other Commitments [Line Items] | ||||||
Contractual Agreement Cancelation Notice period | 60 days |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
2020 | $ 267 |
2021 | 523 |
2022 | 122 |
2023 | 6 |
Total | $ 918 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Royalty Transfer Agreement $ in Thousands | Jun. 11, 2018USD ($)Investor | Jun. 30, 2020 |
Related Party Transaction [Line Items] | ||
Royalty owed to charitable foundation | $ 0 | |
Product | ||
Related Party Transaction [Line Items] | ||
Net product sales | $ 0 | |
MPM Oncology Charitable Foundation, Inc. and UBS Optimus Foundation | ||
Related Party Transaction [Line Items] | ||
Number of investors | Investor | 2 | |
Obligation to pay royalties | Royalty equal to 1% percent of its net product sales each year within 120 days following each year end. | |
Percentage of royalty required to pay | 1.00% |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stock - Schedule of Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents | 25,783,454 | 9,822,049 |
Series B and B-2 Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents | 20,597,566 | 6,563,548 |
Series A Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents | 1,862,510 | 1,862,510 |
Profit Certificates | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents | 7,022 | |
Stock Options Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents | 3,323,378 | 1,388,969 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Millions | Aug. 05, 2020USD ($)shares | Jul. 28, 2020USD ($)shares | Jul. 20, 2020 | Jul. 15, 2020$ / sharesshares | Jun. 30, 2020$ / sharesshares |
Subsequent Event [Line Items] | |||||
Number of stock options granted to purchase common stock | 2,127,318 | ||||
Granted | $ / shares | $ 4.33 | ||||
Contractual term of stock options | 4 years 9 months 18 days | ||||
Subsequent Event | 2020 ESPP | |||||
Subsequent Event [Line Items] | |||||
Common stock initially reserved for future issuance | 317,484 | ||||
Percentage of outstanding shares increase in shares reserved for issuance | 1.00% | ||||
Maximum increase in common stock shares reserved for issuance | 634,969 | ||||
Subsequent Event | Amendment to 2019 Stock Option and Grant Plan | |||||
Subsequent Event [Line Items] | |||||
Vesting percentage upon sale | 100.00% | ||||
Subsequent Event | 2020 Stock Option and Incentive Plan | |||||
Subsequent Event [Line Items] | |||||
Common stock initially reserved for future issuance | 3,809,818 | ||||
Cumulative increase in common stock reserve for issuance, percentage | 5.00% | ||||
Subsequent Event | 2020 Stock Option and Incentive Plan | Director | |||||
Subsequent Event [Line Items] | |||||
Number of stock options granted to purchase common stock | 132,864 | ||||
Granted | $ / shares | $ 19 | ||||
Contractual term of stock options | 10 years | ||||
Vesting period of stock options, description | The options have a 10-year contractual term and vest on the earlier of (i) the first anniversary of the grant date or (ii) the Company’s next annual meeting of the stockholders, subject to continued service through the applicable vesting date. | ||||
Subsequent Event | 2020 Stock Option and Incentive Plan | Director | Maximum | |||||
Subsequent Event [Line Items] | |||||
Vesting percentage upon sale | 100.00% | ||||
Subsequent Event | 2020 Stock Option and Incentive Plan | CEO | |||||
Subsequent Event [Line Items] | |||||
Number of stock options granted to purchase common stock | 1,035,424 | ||||
Granted | $ / shares | $ 19 | ||||
Contractual term of stock options | 10 years | ||||
Equity ownership percentage on fully diluted basis | 5.00% | ||||
Vesting period of stock options | 4 years | ||||
Subsequent Event | 2020 Stock Option and Incentive Plan | CEO | Maximum | |||||
Subsequent Event [Line Items] | |||||
Vesting percentage upon sale | 100.00% | ||||
Subsequent Event | Common stock | |||||
Subsequent Event [Line Items] | |||||
Reverse stock split | On July 20, 2020, the Company effected a 1-for-3.3115 reverse stock split of the Company’s common stock | ||||
Reverse stock split, conversion ratio | 0.30 | ||||
Number of common stock shares issued from conversion of outstanding convertible preferred stock shares | 22,460,076 | ||||
Subsequent Event | Common stock | IPO | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares issued during period | 10,586,316 | ||||
Gross proceeds from initial public offering | $ | $ 201.1 | ||||
Net proceeds after deducting underwriting discounts and commissions and other estimated offering expenses payable | $ | $ 184 | ||||
Underwriters exercise option to purchase additional shares of common stock | 1,505,359 | ||||
Net proceeds after deducting commissions from underwriter purchase of additional share of common stock | $ | $ 26.6 |