Cover Page
Cover Page | Feb. 24, 2021 |
Document Information [Line Items] | |
Document Type | 8-K/A |
Amendment Flag | true |
Entity Registrant Name | Viracta Therapeutics, Inc. |
Entity Central Index Key | 0001061027 |
Document Period End Date | Feb. 24, 2021 |
Entity File Number | 000-51531 |
Entity Tax Identification Number | 94-3295878 |
Entity Address, Address Line One | 2533 S Coast Hwy 101, Suite 210 |
Entity Address, City or Town | Cardiff |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92007 |
City Area Code | 858 |
Local Phone Number | 400-8470 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.0001 par value |
Trading Symbol | VIRX |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Amendment Description | As previously reported on February 24, 2021, Viracta Therapeutics, Inc., formerly known as Sunesis Pharmaceuticals, Inc. (the “Company”) completed its business combination with Viracta Subsidiary, Inc., formerly known as Viracta Therapeutics, Inc. (“Viracta Subsidiary”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated November 29, 2020 (the “Merger Agreement”), by and among the Company, Sol Merger Sub, Inc. (“Merger Sub”), and Viracta Subsidiary, pursuant to which Merger Sub merged with and into Viracta Subsidiary, with Viracta Subsidiary surviving as a wholly owned subsidiary of the Company (the “Merger”). This Amendment No. 1 on Form 8-K/A is being filed by the Company to amend the Current Report on Form 8-K filed on February 24, 2021 (the “Original Report”), solely to provide the disclosures required by Item 9.01 of Form 8-K that were not previously filed with the Original Report. |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 47,089,114 | $ 18,217,926 |
Prepaid and other current assets | 110,467 | 81,408 |
Total current assets | 47,199,581 | 18,299,334 |
Property and equipment, net | 44,133 | 1,568 |
Operating lease right of use assets | 985,542 | 115,489 |
Other long-term assets | 76,413 | 27,341 |
Total assets | 48,305,669 | 18,443,732 |
Current liabilities: | ||
Accounts payable | 1,558,445 | 589,087 |
Accrued expenses | 3,361,835 | 1,687,962 |
Operating lease liabilities | 334,104 | 117,185 |
Current portion of long-term debt, net | 1,030,656 | |
Total current liabilities | 6,285,040 | 2,394,234 |
Long-term debt, net | 4,155,197 | |
Operating lease liabilities, less current portion | 658,596 | |
Preferred stock warrant liability | 105,697 | |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock | 810 | 64 |
Additional paid-in capital | 4,713,998 | 3,514,791 |
Accumulated deficit | (50,915,141) | (31,897,874) |
Total stockholders' deficit | (46,200,333) | (28,383,019) |
Total liabilities, convertible preferred stock and stockholders' deficit | 48,305,669 | 18,443,732 |
Series A-1 Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible Preferred Stock | 2,967,752 | 2,967,752 |
Series B Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible Preferred Stock | 15,484,204 | 15,484,204 |
Series C Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible Preferred Stock | 9,392,125 | 9,392,125 |
Series D Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible Preferred Stock | 16,588,436 | $ 16,588,436 |
Series E Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible Preferred Stock | $ 38,868,955 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 413,844,303 | 413,844,303 |
Common stock, shares issued | 8,096,397 | 643,198 |
Common stock, shares outstanding | 8,096,397 | 643,198 |
Series A-1 Convertible Preferred Stock [Member] | ||
Convertible Preferred Shares, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Convertible Preferred Shares, Authorized | 34,361,663 | 34,361,663 |
Convertible Preferred Shares, Issued | 34,361,663 | 34,361,663 |
Convertible Preferred Shares, Outstanding | 34,361,663 | 34,361,663 |
Convertible Preferred Shares, Redemption Value | $ 13,720,612 | $ 13,720,612 |
Series B Convertible Preferred Stock [Member] | ||
Convertible Preferred Shares, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Convertible Preferred Shares, Authorized | 23,549,212 | 23,549,212 |
Convertible Preferred Shares, Issued | 23,549,212 | 23,549,212 |
Convertible Preferred Shares, Outstanding | 23,549,212 | 23,549,212 |
Convertible Preferred Shares, Redemption Value | $ 16,811,782 | $ 16,811,782 |
Series C Convertible Preferred Stock [Member] | ||
Convertible Preferred Shares, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Convertible Preferred Shares, Authorized | 12,766,166 | 12,766,166 |
Convertible Preferred Shares, Issued | 12,766,166 | 12,766,166 |
Convertible Preferred Shares, Outstanding | 12,766,166 | 12,766,166 |
Convertible Preferred Shares, Redemption Value | $ 10,695,494 | $ 10,695,494 |
Series D Convertible Preferred Stock [Member] | ||
Convertible Preferred Shares, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Convertible Preferred Shares, Authorized | 17,266,027 | 17,266,027 |
Convertible Preferred Shares, Issued | 17,138,320 | 17,138,320 |
Convertible Preferred Shares, Outstanding | 17,138,320 | 17,138,320 |
Convertible Preferred Shares, Redemption Value | $ 16,774,988 | $ 16,774,988 |
Series E Convertible Preferred Stock [Member] | ||
Convertible Preferred Shares, Par Value Per Share | $ 0.0001 | $ 0.0001 |
Convertible Preferred Shares, Authorized | 66,780,429 | 66,780,429 |
Convertible Preferred Shares, Issued | 66,061,102 | 66,061,102 |
Convertible Preferred Shares, Outstanding | 66,061,102 | 66,061,102 |
Convertible Preferred Shares, Redemption Value | $ 39,999,997 | $ 39,999,997 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||
Research and development | $ 13,468,201 | $ 8,864,355 |
General and administrative | 5,347,503 | 3,193,965 |
Total operating expenses | 18,815,704 | 12,058,320 |
Interest income | 48,056 | 61,294 |
Interest expense | (215,815) | (42,817) |
Other financing expense, net | (33,804) | (1,519,034) |
Total other income (expense) | (201,563) | (1,500,557) |
Net loss and comprehensive loss | $ (19,017,267) | $ (13,558,877) |
Basic and diluted loss per common share: | ||
Net loss per share, basic and diluted | $ (6.55) | $ (5.75) |
Weighted average shares outstanding used in computing net loss per share, basic and diluted | 2,901,990 | 2,356,483 |
Statements of Convertible Prefe
Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) | Total | Series A-1 Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Series E Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2018 | $ (15,860,350) | $ 2,967,752 | $ 9,685,862 | $ 1,728,596 | $ 27 | $ 2,478,620 | $ (18,338,997) | ||
Beginning Balance, shares at Dec. 31, 2018 | 34,361,663 | 15,427,147 | 2,387,204 | 269,657 | |||||
Exercise of warrants and stock options to purchase common stock | $ 3,407 | $ 34 | 3,373 | ||||||
Exercise of warrants and stock options to purchase common stock, shares | 100,000 | 348,541 | |||||||
Vesting of early exercise of employee stock options | $ 2,500 | $ 3 | 2,497 | ||||||
Vesting of early exercise of employee stock options. shares | 25,000 | ||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 7,049,236 | $ 16,588,436 | |||||||
Issuance of convertible preferred stock, net of issuance costs, shares | 9,548,819 | 17,138,320 | |||||||
Reclassification of common stock warrant to equity in conjunction with issuance of preferred stock | 402,690 | 402,690 | |||||||
Conversion of convertible promissory notes into convertible preferred stock | $ 5,798,342 | $ 614,293 | |||||||
Conversion of convertible promissory notes into convertible preferred stock, shares | 8,122,065 | 830,143 | |||||||
Share-based compensation | 627,611 | 627,611 | |||||||
Net loss | (13,558,877) | (13,558,877) | |||||||
Ending Balance at Dec. 31, 2019 | (28,383,019) | $ 2,967,752 | $ 15,484,204 | $ 9,392,125 | $ 16,588,436 | $ 64 | 3,514,791 | (31,897,874) | |
Ending Balance, shares at Dec. 31, 2019 | 34,361,663 | 23,549,212 | 12,766,166 | 17,138,320 | 643,198 | ||||
Exercise of warrants and stock options to purchase common stock | $ 848,817 | $ 743 | 848,074 | ||||||
Exercise of warrants and stock options to purchase common stock, shares | 7,259,185 | 7,428,199 | |||||||
Vesting of early exercise of employee stock options | $ 2,501 | $ 3 | 2,498 | ||||||
Vesting of early exercise of employee stock options. shares | 25,000 | ||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 38,868,955 | ||||||||
Issuance of convertible preferred stock, net of issuance costs, shares | 66,061,102 | ||||||||
Share-based compensation | 348,635 | 348,635 | |||||||
Net loss | (19,017,267) | (19,017,267) | |||||||
Ending Balance at Dec. 31, 2020 | $ (46,200,333) | $ 2,967,752 | $ 15,484,204 | $ 9,392,125 | $ 16,588,436 | $ 38,868,955 | $ 810 | $ 4,713,998 | $ (50,915,141) |
Ending Balance, shares at Dec. 31, 2020 | 34,361,663 | 23,549,212 | 12,766,166 | 17,138,320 | 66,061,102 | 8,096,397 |
Statements of Convertible Pre_2
Statements of Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Stockholders' Equity [Abstract] | ||
Issuance of common stock, preferred stock, issuance cost | $ 1,131,046 | $ 186,552 |
Reclassification of preferred stock purchase right asset | 933,888 | |
Issuance cost of preferred stock | $ 16,890 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | ||
Net loss | $ (19,017,267) | $ (13,558,877) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 12,175 | 3,135 |
Share-based compensation expense | 348,635 | 627,611 |
Gain on extinguishment of convertible debt | (81,188) | |
Accretion of debt discount | 1,614,926 | |
Re-valuation of preferred stock purchase right asset | (14,382) | |
Change in fair value of preferred stock warrant liability | 11,833 | |
Non-cash interest expense | 19,659 | 42,534 |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | (29,059) | 88,290 |
Accounts payable | 969,358 | (224,287) |
Accrued expenses | 1,673,873 | 1,120,061 |
Other assets | (49,072) | |
Lease liabilities, net | 5,462 | 1,696 |
Net cash used in operating activities | (16,054,403) | (10,380,481) |
Investing activities | ||
Capital expenditures | (54,740) | |
Net cash used in investing activities | (54,740) | 0 |
Financing activities | ||
Issuance of preferred stock for cash, net of offering costs and preferred stock purchase right asset | 7,983,071 | |
Issuance of preferred stock for cash, net of offering costs | 38,868,955 | 16,588,436 |
Proceeds from debt, net of issuance costs | 5,260,058 | |
Issuance of common stock | 851,318 | 13,407 |
Net cash provided by financing activities | 44,980,331 | 24,584,914 |
Net increase in cash and cash equivalents | 28,871,188 | 14,204,433 |
Cash and cash equivalents at beginning of period | 18,217,926 | 4,013,493 |
Cash and cash equivalents at end of period | 47,089,114 | 18,217,926 |
Supplemental disclosure of cash flow information | ||
Interest paid | 115,313 | |
Supplemental disclosure of noncash financing activities | ||
Conversion of convertible promissory notes | 6,412,365 | |
Reclassification of common stock warrants into equity | 402,690 | |
Right-of-use assets obtained in exchange for lease liabilities | 1,105,704 | $ 225,059 |
Issuance of preferred stock warrants in conjunction with debt | $ 93,864 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Viracta Therapeutics, Inc. (Viracta or the Company), is a clinical-stage biopharmaceutical company based in San Diego, California. Viracta is a precision oncology company, focused on the development of new medicines targeting virus-associated malignancies. The Company is currently in the Phase 2 portion of a Phase 1b/2a clinical trial, testing Viractaās product candidate as a potential therapy for the treatment of relapsed/refractory Epstein-Barr virus-positive (EBV + The Company was originally incorporated in 2007, under the name HemaGenix, Inc. Later that same year, the name of the Company was changed to HemaQuest Pharmaceuticals, Inc. The Company operated under the HemaQuest name until 2014, when the board of directors and stockholders of HemaQuest authorized and executed a recapitalization plan of all outstanding equity and the Company was renamed Viracta Therapeutics, Inc. As of December 31, 2020, the Company has devoted substantially all of its efforts to product development and has not realized product sales revenues from its planned principal operations. The Company has a limited operating history, and the sales and income potential of the Companyās business and market are unproven. The Company has experienced net losses since its inception and, as of December 31, 2020, had an accumulated deficit of $ 50.9 million. The Company expects to continue to incur net losses for at least the next several years. A successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Companyās cost structure. If the Company is unable to generate revenues adequate to support its cost structure, the Company will need to raise additional equity through the issuance of its common stock, through other equity or debt financings or through collaborations or partnerships with other companies. As of December 31, 2020, the Company had cash and cash equivalents of $47.1 million and working capital of $40.9 million. In July 2020, the Company obtained a $5.0 million term loan and in November 2020, the Company completed a $40.0 million Series E Preferred Stock equity financing. Based on the Companyās current financial position and business plan, management believes that its existing cash and cash equivalents will be sufficient to fund the Companyās obligations for at least twelve months from the issuance date of these financial statements. The COVID-19 COVID-19 COVID-19 Merger Transaction On November 29, 2020, the Company entered into an agreement and plan of merger and reorganization (the Merger Agreement) with Sunesis Pharmaceuticals, Inc. (Sunesis) and Sol Merger Sub, Inc. (Merger Sub). Merger Sub will be merged into Viracta with the Company surviving the merger as a wholly owned subsidiary of Sunesis. The transaction will be accounted for as a reverse merger, with the Company being treated as the acquirer for accounting purposes. Pursuant to the Merger Agreement, Sunesis will effect a name change to Viracta Therapeutics, Inc., and will list its securities on the Nasdaq Global Market under the symbol āVIRXā. Following the completion of the merger, the newly combined company will be led by Ivor Royston, M.D., who will serve as the President and CEO. Under the terms of the Merger Agreement, the Company will merge with a wholly owned subsidiary of Sunesis, and stockholders of Viracta will receive shares of newly issued Sunesis common stock. On February 24, 2021, the merger closed, and with the Companyās pre-merger pre-merger |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant items subject to such estimates include: revenue recognition; common stock and preferred stock warrant liabilities; preferred stock purchase right asset; clinical trial and contracts accruals; and stock-based compensation. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that management believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts. Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts of the Companyās cash and cash equivalents, accounts payable and accrued liabilities approximate fair values for these financial instruments due to their short maturities. The Companyās preferred stock purchase right asset was recorded at fair value on a recurring basis until January 2019, which is when the right was exercised upon the second closing of the Series C convertible preferred stock financing. The Companyās common stock warrant liability was recorded at fair value on a recurring basis until January 2019, when the exercise price of the warrants became fixed upon the Companyās Series C convertible preferred stock issuance. No transfers between levels occurred during 2020 or 2019. The table below presents the Companyās liabilities measured at fair value on a recurring basis carried on the balance sheet, aggregated by the level in the fair value hierarchy within which those measurements fall as of December 31, 2020. The Company had no assets measured at fair value on a recurring basis as of December 31, 2020. Fair Value Measurements Using December 31, Quoted Prices in (Level 1) Significant Significant Preferred Stock Warrant Liability $ 105,697 $ ā $ ā $ 105,697 Preferred stock purchase right asset The estimated fair value of the preferred stock purchase right asset at issuance was determined using a valuation model that considered an assumed discount rate, the estimated time period the preferred stock right would be outstanding, the number of shares to be issued to satisfy the preferred stock purchase right, the stated sale price of the Series C convertible preferred stock, and any changes in the fair value of the underlying Series C convertible preferred stock. The assumptions used to determine the fair value of the preferred stock purchase right upon issuance in November 2018, as of December 31, 2018 and upon final remeasurement in January 2019 included an estimated probability of occurrence of the Series C Second Closing, an assumed discount rate, an estimated time period the preferred stock purchase right would be outstanding and the fair value of the underlying Series C convertible preferred stock. There were no significant changes to the underlying assumptions used to determine the increase in fair value of th e Preferred Stock Balance at December 31, 2018 $ 919,506 Increase in fair value of preferred stock purchase right 14,382 Reclassification of asset to convertible preferred stock upon settlement (933,888 ) Balance at December 31, 2019 $ ā Preferred stock warrant liability The assumptions used in the Black-Scholes option pricing model to determine the fair value of the preferred stock warrant liability were as follows: December 31, 2020 Fair value per share of preferred stock $ 0.51 Expected volatility 91 % Risk-free interest rate 0.93 % Expected dividend yield 0 % Expected term 9.5 years The following table provides a reconciliation of the preferred stock warrant liability measured at fair value using Level 3 significant unobservable inputs: Preferred Balance at December 31, 2019 $ ā Issuance of preferred stock warrants 93,864 Change in fair value of preferred stock warrants 11,833 Balance at December 31, 2020 $ 105,697 Property and Equipment Property and equipment, which consisted of office equipment were stated at cost and depreciated over the estimated useful lives of the assets (three to five years) using the straight-line method. Leasehold improvements are amortized over the shorter of their estimated useful lives or the lease term. Leases The Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases Operating leases are included in operating lease right-of-use non-lease The Company does not recognize ROU assets and lease liabilities for short-term leases, which have a lease term of twelve months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. Preferred Stock Warrant Liability The Company has issued freestanding warrants to purchase shares of its convertible preferred stock. Since the underlying convertible preferred stock is classified outside of permanent equity, these warrants are classified as liabilities in the accompanying balance sheets. Warrants classified as liabilities are recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized in other financing expense, net in the accompanying statements of operations and comprehensive loss. The Company estimates the fair value of these warrants using the Black-Scholes option pricing model. Common Warrant Liability The Company has issued freestanding warrants to purchase shares of its common stock. As a result of a provision that permitted an adjustment to the exercise price of the common warrants prior to the closing of the Series C preferred stock qualified financing, the common warrants were classified as liabilities. The common stock warrant liability was subject to remeasurement at each reporting date, with changes in fair value recognized in other financing expense, net, in the statements of operations and comprehensive loss. The common stock warrant liability was adjusted to fair value until the exercise price per share became fixed. In connection with the second closing of the Series C convertible preferred stock in January 2019, the exercise price of the common warrants became fixed and the warrants were reclassified to equity. The Company has no common stock warrant liability as of December 31, 2020 and 2019. There was no material adjustment to the fair value of the common stock warrant liability in the year ended December 31, 2019. Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include managementās estimate of the assetās ability to generate positive income from operations and positive cash flow in future periods, as well as the strategic significance of the assets to the Companyās business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the assetās fair value. The long-lived assets of the Company were not material for the years ended December 31, 2020 and 2019. Beneficial Conversion Features A beneficial conversion feature is a non-detachable Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to the Companyās customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those goods and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the transaction price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when or as the Company satisfies the performance obligation(s). At contract inception, the Company assesses the goods and services promised within each contract and assesses whether each promised good or service is distinct and determines that those are performance obligations. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company considers a performance obligation satisfied once the Company has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when the Company determines there are no uncertainties regarding payment terms or transfer of control. Collaborative Arrangements The Company evaluates collaboration arrangements to determine whether units of account within the collaboration arrangement exhibit the characteristics of a vendor and customer relationship. For arrangements and units of account where a customer relationship exists, the Company applies the revenue recognition guidance. The Company enters into collaborative arrangements with partners that may include payment to the Company of one or more of the following: (i) license fees; (ii) payments related to the achievement of developmental, regulatory, or commercial milestones; and (iii) royalties on net sales of licensed products. If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation in an amount that reflects the consideration the Company is entitled to receive in exchange for satisfying each distinct performance obligation. For each distinct performance obligation, revenue is recognized when (or as) the Company transfers control of the product or the service applicable to such performance obligation. The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. License Fees If a license to the Companyās intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. Milestone Payments At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. If it is probable that a milestone event would occur at the inception of the arrangement, the associated milestone value is included in the transaction price. Milestone payments that are not within the Companyās control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each reporting period, the Company evaluates the probability of achievement of such milestones and any related constraint(s), and if necessary, may adjust the Companyās estimate of the overall transaction price. To date, the Company has not recognized any milestone revenue resulting from its collaborative arrangements. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, the Company recognizes revenue when the related sales occur. To date, the Company has not recognized any royalty revenue resulting from its collaborative arrangements. Clinical Trial and Contracts Accruals Clinical trial costs include payments to sites participating in clinical trials and to outside contract research organizations which assist in developing, monitoring and administering the clinical trials. Measurement of clinical trial expenses and the related accrual recorded in any given period requires judgment as invoices or other notification of actual costs may not exist as of the date of the financial statements, making it necessary to estimate the efforts completed to date and the related expense. The period over which services are performed, the level of services performed as of a given date, and the cost of such services are often subjective determinations. The Companyās principal vendors operate within terms of contracts which establish program costs and estimated timelines. The status of the Companyās programs is assessed in relation to the scope of work outlined in the contracts, and the related amount of expense is recognized accordingly. Estimates are adjusted to actual costs as they become known and subsequent changes to estimates have not historically resulted in a material change to the accruals. Research and Development Expenses Research and development costs are expensed as incurred. These costs consist primarily of salaries and other personnel-related expenses, including stock-based compensation; facility-related expenses; depreciation of facilities and equipment; and services performed by clinical research organizations, research institutions, and other outside service providers. The Company recorded the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and include these costs in accrued expenses in the balance sheet and within research and development expense in the statement of operations and comprehensive loss. As actual costs become known, the Company will adjust its accrued expenses and related research and development expenses. Income Taxes Income taxes are accounted for under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of the differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements using the enacted tax rates and laws that are anticipated to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefit or if future deductibility is uncertain. In accordance with the accounting standards for uncertain tax positions, the Company evaluates the recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Stock-Based Compensation Stock-based compensation expense for stock option grants under the Companyās equity plans is recorded at the estimated fair value of the award as of the grant date and is recognized as expense on a straight-line basis over the requisite service period of the stock-based award, and forfeitures are recognized as they occur. The estimation of fair value for stock-based compensation requires management to make estimates and judgments about, among other things, the fair value of the Companyās common stock, employee exercise behavior, and volatility of the Companyās common stock. The judgments directly affect the amount of compensation expense that will be recognized. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is used in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and managed its business as one segment operating in the United States. All long-lived assets were located in the United States at December 31, 2020 and 2019. Net Loss Per Share Basic loss per share is computed by dividing net loss by the weighted average number of common shares and warrants to purchase common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding common stock equivalents. The following table summarizes the Companyās net loss per share: Year Ended December 31, 2020 2019 Numerator Net loss ā basic and diluted $ (19,017,267 ) $ (13,558,877 ) Denominator Weighted-average shares of common stock outstanding ā basic and diluted 2,901,990 2,356,483 Net loss per share: Basic and diluted $ (6.55 ) $ (5.75 ) The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive. December 31, 2020 2019 Convertible preferred stock 168,110,611 96,519,011 Stock options 10,079,143 14,132,152 Preferred stock warrants 206,440 ā Total 178,396,194 110,651,163 Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework ā Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments available-for-sale 2019-04, Codification Improvements to Topic 326, Financial InstrumentsāCredit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments 2019-05, Financial InstrumentsāCredit Losses, Topic 326 2016-13. 2019-10, Financial InstrumentsāCredit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates 2019-11, Codification Improvements to Topic 326, Financial InstrumentsāCredit Losses, In August 2020, the FASB issued ASU No. 2020-06, Debt ā Debt with Conversion and Other options (Subtopic 470-20) Hedging ā Contracts in Entityās Own Equity (Subtopic 815-40). 2020-06 |
Collaboration and License Agree
Collaboration and License Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration and License Agreements | 3. Collaboration and License Agreements Shenzhen Salubris Pharmaceuticals Co. Ltd. License Agreement On November 30, 2018, the Company entered into a License Agreement (the Salubris Agreement) with Shenzhen Salubris Pharmaceutical Co. Ltd., (Salubris), pursuant to which the Company granted an exclusive, royalty-bearing license, with the right to grant sublicenses to Salubris to research, develop, use, make, have made, sell, offer for sale, have sold, import, and otherwise commercialize nanatinostat in combination an antiviral drug such as valganciclovir in the Republic of China, excluding Hong Kong, Macau, and Taiwan (Territory). The Company also issued an exclusive royalty-bearing license, to make and have made nanatinostat for use solely as a component of a combination therapy product utilizing sequential or concurrent administration of nanatinostat and an antiviral drug such as valganciclovir, in any and all dosage forms, formulations, presentations, administrations, line extensions and package configurations (Core Product) or a Product that includes a Core Product in combination with one or more of the approved or investigational drugs, but excluding NK Cell Therapy controlled by the Pre-existing non-exclusive Salubris will be responsible for all regulatory filings and regulatory approvals and has the sole right to manufacture and commercialize in the Territory. The Company and Salubris will be performing development and commercialization activities within their respective territory independent of one another and any development work completed by Viracta that benefits the development efforts within the Salubris territory will be reimbursed to Viracta. Salubris has the option to request that the Company perform additional development work, however Salubris is solely responsible for all costs incurred related to the development work. Salubrisā option to request the Company to perform additional development work is not deemed a performance obligation or a material right. On November 30, 2018, concurrent with the negotiating of the Salubris Agreement, the Company entered into an agreement where Salubris purchased $10.0 million in the Companyās Series C Preferred Stock (the Series C SPA) . In accordance with the Salubris Agreement, the Company is also eligible to receive up to a total of $103.0 million in milestone payments, with respect to the licensed products. The Company is also eligible to earn tiered royalties on net sales of licensed products by Salubris, its affiliates or sublicensees, ranging from high single digits to the mid-teens, Unless earlier terminated, the Salubris Agreement will continue on a product-by-product Revenue Recognition The Company determined that the Salubris Agreement and the Series C SPA were negotiated concurrently and in contemplation of one another. Based on these facts and circumstances, the Company evaluated the provisions of the agreements on a combined basis. The Company concluded that the contract counterparty, Salubris, was a customer. The Company identified the license, including the initial technology transfer, as the only performance obligation under the Salubris Agreement. The Company received $2.0 million of cash in November 2018 associated with Series C SPA, of which an initial transaction price of $1.1 million was attributed as the value of the license provided to Salubris which was delivered in connection with the execution of the Salubris Agreement in November 2018 and recognized at a point in time. The balance received of $0.9 million was recorded as the initial fair value of the preferred stock purchase right asset received by the Company. The Company has recognized no revenue from milestones (variable consideration), which are fully constrained, or royalties to date. NantKwest License Agreement On May 1, 2017, the Company entered into a License Agreement (the NK Agreement) with NantKwest, Inc. (NantKwest), whereby the Company granted an exclusive worldwide license to NantKwest and its affiliates to develop and commercialize nanatinostat for use in combination with NK cell immunotherapies. NantKwest will be responsible for conducting all necessary studies, including safety studies and clinical trials necessary in connection with seeking regulatory approvals to market the product in any territory. If NantKwest requires nanatinostat, the Company has the right to manufacture nanatinostat to be sold as part of a therapeutic product utilizing nanatinostat at a transfer price related to Viractaās cost to NantKwest. In accordance with the NK Agreement, the Company is also eligible to receive up to a total of $100.0 million in milestone payments, with respect to the licensed products. The Company is eligible to earn tiered royalties on net sales of licensed products by NantKwest, its affiliates or sublicensees, ranging from the low to mid-single le Unless earlier terminated, the NK Agreement will continue until the expiration of all applicable royalty terms on a product-by-product country-by-country Boston University License Agreement In 2007, the Companyās predecessor entity, HemaQuest, entered into a License Agreement (the |
Financial Statement Details
Financial Statement Details | 12 Months Ended |
Dec. 31, 2020 | |
Financial Statement Details [Abstract] | |
Financial Statement Details | 4. Financial Statement Details Property and equipment, net 2020 2019 Leasehold improvements $ 54,740 $ ā Computer equipment 9,406 9,406 Accumulated depreciation (20,013 ) (7,838 ) Total equipment, net $ 44,133 $ 1,568 Accrued expenses 2020 2019 Accrued payroll and benefits $ 1,501,351 $ 493,685 Accrued clinical trial and contract expenses 1,094,669 1,078,277 Accrued professional services expenses 716,000 81,000 Other accrued expenses 49,815 35,000 Total accrued expenses $ 3,361,835 $ 1,687,962 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt Convertible Promissory Notes During 2018, the Company received aggregate proceeds of $6,260,000 from the issuance of Convertible Promissory Notes (the Notes) in closings that took place in June, September, and October. The Notes incurred interest at 8% per annum, matured on June 18, 2019, and were convertible under specified conditions into shares of either Viracta Series B Convertible Preferred Stock or Series C Convertible Preferred Stock, at the option of the individual Note holders. Concurrent with the issuance of the Notes, the Company issued to the investors Warrants to purchase 2,237,164 shares of Viracta Common Stock (the Common Warrants). The warrant exercise price was $0.01 per share. Unless previously exercised, the Common Warrants are to expire on the seven-year anniversary of the date of issuance. The fair value of the Common Warrants, issued concurrently with the Notes, was determined to be $402,690 and was recorded as a debt discount and are remeasured to fair value each reporting period. Debt issuance costs of $185,689 were incurred to issue the Notes and were recorded as a debt discount. The Company also determined that a beneficial conversion feature existed at the time the Notes were issued, as the fair value of the securities into which the Notes were convertible at the time of issuance, the Series B convertible preferred stock, was greater than the effective conversion price on the borrowing date. Accordingly, the Company recorded a beneficial conversion feature of $1,946,864. This amount was recorded as a debt discount to the Notes with an offset to additional paid-in Together, the Common Warrants, debt issuance costs and the beneficial conversion feature totaled $2,535,243, which was amortized to other financing expense, net through the Notes conversion on January 31, 2019. During the years ended December 31, 2020 and 2019, $0 and $1,614,926, respectively, was amortized to other financing expense, net. SVB Loan Agreement On July 30, 2020, the Company and Silicon Valley Bank, or the Lender, entered into a loan and security agreement, or the SVB Loan Agreement, providing for up to $15.0 million in four tranches. Upon entering into the SVB Loan Agreement, the Company borrowed $5.0 million. Under the terms of the SVB Loan Agreement, the Company may, subject to the achievement of certain milestones, borrow from the Lender up to an additional $10.0 million until January 31, 2022. The loan will be due on the scheduled maturity date of January 1, 2024 (or July 1, 2024 under certain circumstances), or Maturity Date. Repayment of the loan will be interest only through July 31, 2021 (or January 31, 2022 under certain circumstances), followed by 30 equal monthly payments of principal plus accrued interest commencing on August 1, 2021 (or February 1, 2022 under certain circumstances). The per annum interest rate for any outstanding loan is the lesser of (i) 10%, or (ii) the greater of (A) 3.5% above the prime rate or (B) 6.75%. The interest rate as of December 31, 2020 was 6.75% per annum. In addition, a final payment of 7.0% of the amount of the loan drawn will be due on the earlier of the Maturity Date, acceleration of the loan, or prepayment of the loan. The final payment is being accrued through interest expense using the effective interest method. If the Company elects to prepay the loan, a prepayment fee equal to 1% or 2% of the then outstanding principal balance will also be due, depending upon when the prepayment occurs. The Company is subject to customary affirmative and restrictive covenants under the SVB Loan Agreement. The Companyās obligations under the SVB Loan Agreement are secured by a first priority security interest in substantially all of its current and future assets, other than its intellectual property. The Company has also agreed not to encumber its intellectual property assets, except as permitted by the SVB Loan Agreement. The SVB Loan Agreement also contains customary indemnification obligations and customary events of default, including, among other things, the Companyās failure to fulfill certain obligations under the SVB Loan Agreement and the occurrence of a material adverse change in the Companyās business, operations, or condition (financial or otherwise), a material impairment of the prospect of repayment of any portion of the loan, or a material impairment in the perfection or priority of Lenderās lien in the collateral or in the value of such collateral. In the event of default by the Company under the SVB Loan Agreement, the Lender would be entitled to exercise its remedies thereunder, including the right to accelerate the debt, upon which the Company may be required to repay all amounts then outstanding under the SVB Loan Agreement. As of December 31, 2020, the Company was in compliance with all financial covenants under the SVB Loan Agreement and there had been no material adverse change. The following table summarizes future minimum payments under the term loan facility as of December 31, 2020: Year Ending December 31, 2021 $ 1,165,958 2022 2,222,125 2023 2,085,250 2024 517,635 Total future minimum payments 5,990,968 Less: interest payments (1,058,815 ) Principal amount of long-term debt 4,932,153 Current portion of long-term debt (833,333 ) Long-term debt, net $ 4,098,820 The debt issuance cost and preferred stock warrants issued are being accounted for as a debt discount. The debt discount is being amortized as interest expense over the term of the loan using the effective interest method. The carrying value of the debt approximates the fair value (Level 2) as of December 31, 2020. Paycheck Protection Program Loan On April 24, 2020, the Company received loan proceeds of $253,700 from First Republic Bank, as lender, pursuant to the Payment Protection Program (PPP) of the CARES Act (PPP Loan). The PPP Loan matures on April 23, 2022 and bears interest at a rate of 1.0% per annum. The PPP Loan is evidenced by a promissory note dated April 23, 2020, which contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. The PPP Loan may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The short term and long-term portions of the PPP Loan are approximately $197,323 and $56,377 respectively, at December 31, 2020. All or a portion of the PPP Loan may be forgiven by the SBA upon the Companyās application and upon documentation of expenditures in accordance with the SBA requirements. Under the CARES Act and PPP Flexibility Act, loan forgiveness is available for the sum of documented payroll costs, covered mortgage interest, covered rent payments and covered utilities during the 24 week period beginning on the date of loan disbursement. In the event the PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal and includes accrued interest. The Company has used all proceeds from the PPP Loan to retain employees, maintain payroll and make lease and utility payments, and are seeking forgiveness in accordance with the program. |
Convertible Preferred Stock, Co
Convertible Preferred Stock, Common Stock and Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Preferred Stock Common Stock And Stockholders Deficit [Abstract] | |
Convertible Preferred Stock, Common Stock and Stockholders' Deficit | 6. Convertible Preferred Stock, Common Stock and Stockholdersā Deficit Common Stock The total number of shares of common stock of Viracta outstanding as of December 31, 2020 and 2019 was 8,096,397 and 643,198, respectively. Warrants to Purchase Common Stock Concurrent with the issuance of the Convertible Promissory Notes, the Company issued to the Note investors warrants to purchase 2,237,164 shares of Viracta Common Stock (the Common Warrants). The Common Warrants exercise price is $0.01 per share. Unless previously exercised, the Common Warrants will expire on the seven-year anniversary of the date of issuance. As of December 31, 2020 and 2019, 505,347 shares of common stock had been issued upon the exercise of the Common Warrants (including net exercises) and Common Warrants to purchase 1,727,191 shares of common stock remain unexercised. These shares have been included in the weighted average shares outstanding for both basic and diluted net loss per share for the years ended December 31, 2020 and 2019 as their exercise price is $0.01 per share. During September 2020, the Company issued a fully vested warrant to purchase 169,014 shares of common stock to a consultant with an exercise price of $0.01 per share. The warrant for 169,014 shares of common stock was exercised at the time of issuance. Warrants to Purchase Preferred Stock Concurrent with the issuance of the SVB Loan Agreement, the Company issued warrants to purchase a number of shares of preferred stock (the Preferred Warrants). Preferred Warrant issuance correlates to the amount of proceeds received at a rate of 2.5% of principal amounts as defined in the SVB Agreement. The Preferred Warrants are priced at the Series E Preferred price of $0.6055 per share. Unless previously exercised, the Preferred Warrants will expire on July 30, 2030. As of December 31, 2020, no Preferred Warrants had been exercised. Convertible Preferred Stock On November 25, 2020, the Company completed a Series E Preferred Stock equity financing, issuing 66,061,102 shares at a price per share of $0.6055, yielding gross proceeds of approximately $40.0 million. The Series E Preferred Stock is convertible into common stock at any time. The number of shares of common stock that will be issued upon such conversion is determined by dividing its original issuance price by the applicable conversion price. The following table represents the redeemable convertible preferred stock as of December 31, 2020. Shares Original Shares Issued Liquidation Series A-1 34,361,663 $ 0.3993 34,361,663 $ 13,720,612 Series B 23,549,212 $ 0.7139 23,549,212 16,811,782 Series C 12,766,166 $ 0.8378 12,766,166 10,695,494 Series D 17,266,027 $ 0.9788 17,138,320 16,774,988 Series E 66,780,429 $ 0.6055 66,061,102 39,999,997 Total 154,723,497 153,876,463 $ 98,002,873 Liquidation Preference In the event of any liquidation, dissolution, or winding up of the Company, either voluntary or involuntary, the holders of the then outstanding shares of Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, and Series A-1 A-1 A-1 A-1 A-1 If, upon the occurrence of such event, the proceeds distributed among the holders of the Series E Preferred Stock, the Series D Preferred Stock, the Series C Preferred Stock, the Series B Preferred Stock, and the Series A-1 A-1 Upon completion of the distributions required by the above-mentioned liquidation preferences, any remaining proceeds shall be distributed among the holders of Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, Series A-1 A-1 s Dividends The holders of shares of Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock, and Series A-1 non-cumulative A-1 Voting The holder of each share of Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, Series B Preferred Stock and Series A-1 The Company is party to a voting agreement with certain holders of its capital stock. The parties to the voting agreement have agreed, subject to certain conditions, to vote the shares of the Companyās capital stock held by them so as to elect the following individuals as directors: (1) two individuals designated by the holders of a majority of the outstanding shares of Series A-1 A-1 as-converted Upon the consummation of the merger with Sunesis Pharmaceuticals, Inc., the obligations of the parties to the voting agreement to vote its shares so as to elect these nominees, as well as the other rights and obligations under this agreement, terminated and none of the Companyās stockholders have any special rights regarding the nomination, election or designation of members of the combined companyās board of directors. Automatic Conversion Upon the closing of a sale of shares of common stock in a public offering, all outstanding shares of Series A-1 Redemption The Companyās convertible preferred stock are not explicitly redeemable currently or at a specified date in the future. The convertible preferred stock are presented outside of stockholdersā equity because in the event of certain deemed liquidation events considered not solely within the Companyās control, such as a merger, acquisition and sale of all or substantially all of the Companyās assets, the convertible preferred stock will become redeemable at the option of the holders. As these deemed liquidation events are not probable of occurring as of December 31, 2020 or prior, the Company has not adjusted the carrying values of the convertible preferred stock. Common Stock Reserved for Future Issuance Common stock reserved for future issuance are as follows in common equivalent shares: December 31, December 31, Conversion of preferred stock 168,110,611 96,519,011 Common stock warrants 1,727,191 1,727,191 Preferred stock warrants 206,440 ā Stock options issued and outstanding 10,079,143 14,132,152 Authorized for future option grants 9,908,933 3,756,768 Total 190,032,318 116,135,122 |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plan | 7. Equity Incentive Plan In 2016, the Company adopted the Viracta Therapeutics, Inc. 2016 Equity Incentive Plan (the Plan), which permits stock option grants to employees, members of the board of directors, and outside consultants. The Plan allows for grants of incentive stock options with exercise prices of at least 100% of the fair market value of the Compa ny ten-year The Company recorded stock-based compensation of $348,635 and $627,611 for the years ended December 2020 and 2019, respectively. Fair value is determined at the date of grant for options. Compensation expense is recognized over the vesting period based on the fair value of the options. The fair value of stock options is estimated using the Black-Scholes model with the assumptions disclosed in the following table. Year Ended December 31, 2020 2019 Assumptions Risk-free interest rate 0.46%ā0.49 % 1.73%ā2.61 % Expected dividend yield 0 % 0 % Expected volatility 72 % 72 % Expected term (in years) 5.5ā6.3 5.5ā6.3 The expected term of stock options is based on the simplified method, which is an average of the contractual term of the option and its vesting period. The expected volatility of stock options is based upon the historical volatility of a number of publicly traded companies in similar stages of clinical development. The risk-free interest rate is based on the average yield of U.S. Treasury Bills appropriate for the expected term of the stock option grants. The Company has not historically paid cash dividends and does not anticipate declaring dividends in the future. The Company recognizes forfeitures as they occur. As of December 31, 2020, unrecognized compensation expense related to unvested options granted under the Plan totaled $1,227,400. That expense is expected to be recognized over a weighted-average period of 2.21 years. A summary of the stock option activity under the plan during the years ended December 31, 2020 and 2019, is presented below: Number of Weighted Weighted Outstanding at December 31, 2018 6,861,975 $ 0.11 8.5 Granted 7,499,344 $ 0.11 Exercised (100,000 ) $ 0.10 Cancelled (129,167 ) $ 0.10 Outstanding at December 31, 2019 14,132,152 $ 0.11 8.5 Granted 3,571,334 $ 0.14 Exercised (7,259,185 ) $ 0.11 Cancelled (365,158 ) $ 0.10 Outstanding at December 31, 2020 10,079,143 $ 0.12 8.5 Vested and exercisable at December 31, 2020 2,814,734 $ 0.10 6.8 The aggregate intrinsic value of options outstanding as of December 31, 2020 was $2,827,040. The aggregate intrinsic value is calculated as the difference between the estimated fair value of the Companyās common stock and the exercise price of stock options, multiplied by the number of shares subject to such stock options. The weighted average grant date fair value of stock options granted during the years ended December 31, 2020 and 2019 was $0.18 and $0.16 per share, respectively. Unvested shares from the early exercise of options are subject to repurchase by the Company. Options granted under the Plan will vest according to the applicable option agreement. early |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes As a result of the Companyās significant operating loss carryforwards and the corresponding valuation allowance, no income tax provision/benefit has been recorded as of December 31, 2020 and 2019. Significant components of the Companyās deferred tax assets and liabilities as of December 31, 2020 and 2019 are detailed below. 2020 2019 Deferred tax assets: Federal and state net operating loss carryforwards $ 18,617,000 $ 15,308,000 R&D and orphan drug credit carryforwards 3,899,000 1,750,000 Share-based compensation expense 76,000 156,000 Capitalized research and development expenses 2,276,000 3,772,000 Other, net 218 83,000 Total deferred tax assets 25,086,000 21,069,000 ROU Asset (207,000 ) 0 Total deferred tax liabilities (207,000 ) 0 Net deferred tax asset 24,879,000 21,069,000 Valuation allowance (24,879,000 ) (21,069,000 ) Net deferred tax liability $ ā $ ā The Companyās effective income tax rate differs from the statutory federal rate of 21% for the years ended December 31, 2020 and 2019 due to the following: 2020 2019 Federal tax benefit at statutory rate 21.00 % 21.00 % State tax benefit, net 0.00 % 6.98 % General business credits 11.30 % 8.48 % State rate true up (5.26 %) 8.96 % Other (7.00 %) (4.28 %) Change in valuation allowance (20.04 %) (41.14 % ) Provision for income taxes $ ā $ ā At December 31, 2020, the Company had federal and state net operating loss carryforwards of $80.5 million and $38.9 million, respectively. The federal loss carryforwards begin to expire in 2027, unless previously utilized, and the state carryforwards began to expire in 2030. The Company has federal loss carryforwards of $ 40.2 3.9 million for the years ended December 31, 2020 and December 31, 2019, respectively. Pursuant to Internal Revenue Code (IRC) Sections 382 and 383, annual use of the Companyās net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has not completed an IRC Section 382/383 analysis regarding the limitation of net operating loss and research and development credit carryforwards and these financial statements do not contain any adjustment relating to such potential limitations. Due to the existence of the valuation allowance, future changes in the Companyās net operating loss and research and development credit carryforwards will not impact the Companyās effective tax rate. In response to the COVID-19 In accordance with authoritative guidance, the impact of an uncertain income tax position is recognized at the largest amount that is āmore likely than notā to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained. The following table summarizes the activity related to the Companyās unrecognized tax benefits, in thousands: 2020 2019 Gross unrecognized tax benefits at the beginning of the year $ 1,952 $ 1,555 Increases related to prior year tax positions 709 ā Increases from tax positions taken in the current year 1,310 397 Gross unrecognized tax benefits at the end of the year $ 3,971 $ 1,952 The amount of the unrecognized tax benefits that would impact the effective tax rate, absent the valuation allowance, would be $3.6 million. Due to the full valuation allowance, the future changes in unrecognized tax benefits will not impact the Companyās effective tax rate. At December 31, 2020, the Company has not accrued any interest or penalties related to uncertain tax positions. The Company does not anticipate that there will be a significant change in the amount of unrecognized tax benefits over the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company is subject to taxation in the U.S. and California. Due to the existence of net operating loss carryforwards, all tax periods from inception of the Company are open for examination by taxing authorities for all jurisdictions. The Company is not currently under examination by any tax authority. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Leases In 2018, the Company negotiated a one-year right-of-use In June 2020, the Company amended the Lease and another existing office lease to enter into a noncancelable operating lease to extend the lease term through August 2023 with a renewal option for an additional year (Amended Lease). The Amended Lease monthly base rent will increase approximately 4% annually from $20,019 to $21,444 over the life of the lease, including utilities and other operating costs. Upon the execution of the Amended Lease, the Company recorded an operating lease ROU asset and corresponding lease liability for $667,000. In August 2020, the Company entered into an additional noncancelable operating lease agreement for certain office space with a lease term from August 2020 through August 2023 with a renewal option for an additional year (New Lease). The New Lease also includes a buyout option to terminate the lease prior to its expiration with at least one monthās prior written notice and a one-time Maturities of the Companyās operating lease liabilities as of December 31, 2020 are as follows: Year Ending December 31, 2021 $ 396,956 2022 416,124 2023 283,816 2024 ā 2025 ā Total lease payments 1,096,896 Less: imputed interest (104,196 ) Total operating lease liabilities $ 992,700 Total lease expense for the twelve months ended December 31, 2020 and 2019 was $297,368 and $181,227, respectively. At December 31, 2020, the Company had remaining lease liabilities of approximately $992,700 of which $658,596 was recorded as noncurrent lease liability as of December 31, 2020, and operating lease ROU assets of $985,542. Total cash paid for amounts included in the measurement of operating lease liabilities was $342,898 and $180,432 for the twelve months ended December 31, 2020 and 2019, respectively. The weighted average discount rate for the operating leases recorded during the twelve months ended December 31, 2020 was 8.0% and the weighted average remaining lease term was 2.6 years as of December 31, 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions [Text Block] | 10. Related Party Transactions Salubris was the lead investor in the Series C preferred stock financing which closed on November 30, 2018 and January 31, 2019. In conjunction with Salubrisā investment in Viracta Series C preferred stock, Salubris received the right to appoint one member to Viractaās Board of Directors. Also, as described in Note 3, in November 2018, Viracta entered into a licensing agreement with Salubris in which the Company granted Salubris the exclusive right to develop and commercialize Viractaās Phase 2 product candidate, nanatinostat in combination with an antiviral, within the Peoples Republic of China (excluding Hong Kong, Macau and Taiwan). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events For the purposes of the financial statements as of December 31, 2020 and the year then ended, the Company has evaluated subsequent events through March 23, 2021, the date on which the audited financial statements were issued. In March 2021, the Company entered into a Royalty Purchase Agreement (āRPAā) with XOMA (US) LLC, resulting in the sale of the proceeds from the potential future milestones and royalty payments under the Companyās license agreements with DOT Therapeutics-1 and Denovo Biopharma, licenses which were acquired through the merger with Sunesis. Under the terms of the RPA, Viracta received an upfront payment of $13.5 million and is eligible to receive up to $20 million in a pre-commercialization, event-based milestone. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant items subject to such estimates include: revenue recognition; common stock and preferred stock warrant liabilities; preferred stock purchase right asset; clinical trial and contracts accruals; and stock-based compensation. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that management believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include cash in readily available checking and money market accounts. |
Fair Value Measurements | Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts of the Companyās cash and cash equivalents, accounts payable and accrued liabilities approximate fair values for these financial instruments due to their short maturities. The Companyās preferred stock purchase right asset was recorded at fair value on a recurring basis until January 2019, which is when the right was exercised upon the second closing of the Series C convertible preferred stock financing. The Companyās common stock warrant liability was recorded at fair value on a recurring basis until January 2019, when the exercise price of the warrants became fixed upon the Companyās Series C convertible preferred stock issuance. No transfers between levels occurred during 2020 or 2019. The table below presents the Companyās liabilities measured at fair value on a recurring basis carried on the balance sheet, aggregated by the level in the fair value hierarchy within which those measurements fall as of December 31, 2020. The Company had no assets measured at fair value on a recurring basis as of December 31, 2020. Fair Value Measurements Using December 31, Quoted Prices in (Level 1) Significant Significant Preferred Stock Warrant Liability $ 105,697 $ ā $ ā $ 105,697 Preferred stock purchase right asset The estimated fair value of the preferred stock purchase right asset at issuance was determined using a valuation model that considered an assumed discount rate, the estimated time period the preferred stock right would be outstanding, the number of shares to be issued to satisfy the preferred stock purchase right, the stated sale price of the Series C convertible preferred stock, and any changes in the fair value of the underlying Series C convertible preferred stock. The assumptions used to determine the fair value of the preferred stock purchase right upon issuance in November 2018, as of December 31, 2018 and upon final remeasurement in January 2019 included an estimated probability of occurrence of the Series C Second Closing, an assumed discount rate, an estimated time period the preferred stock purchase right would be outstanding and the fair value of the underlying Series C convertible preferred stock. There were no significant changes to the underlying assumptions used to determine the increase in fair value of th e Preferred Stock Balance at December 31, 2018 $ 919,506 Increase in fair value of preferred stock purchase right 14,382 Reclassification of asset to convertible preferred stock upon settlement (933,888 ) Balance at December 31, 2019 $ ā Preferred stock warrant liability The assumptions used in the Black-Scholes option pricing model to determine the fair value of the preferred stock warrant liability were as follows: December 31, 2020 Fair value per share of preferred stock $ 0.51 Expected volatility 91 % Risk-free interest rate 0.93 % Expected dividend yield 0 % Expected term 9.5 years The following table provides a reconciliation of the preferred stock warrant liability measured at fair value using Level 3 significant unobservable inputs: Preferred Balance at December 31, 2019 $ ā Issuance of preferred stock warrants 93,864 Change in fair value of preferred stock warrants 11,833 Balance at December 31, 2020 $ 105,697 |
Property and Equipment | Property and Equipment Property and equipment, which consisted of office equipment were stated at cost and depreciated over the estimated useful lives of the assets (three to five years) using the straight-line method. Leasehold improvements are amortized over the shorter of their estimated useful lives or the lease term. |
Leases | Leases The Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases Operating leases are included in operating lease right-of-use non-lease The Company does not recognize ROU assets and lease liabilities for short-term leases, which have a lease term of twelve months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. |
Preferred Stock Warrant Liability | Preferred Stock Warrant Liability The Company has issued freestanding warrants to purchase shares of its convertible preferred stock. Since the underlying convertible preferred stock is classified outside of permanent equity, these warrants are classified as liabilities in the accompanying balance sheets. Warrants classified as liabilities are recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes recognized in other financing expense, net in the accompanying statements of operations and comprehensive loss. The Company estimates the fair value of these warrants using the Black-Scholes option pricing model. |
Common Warrant Liability | Common Warrant Liability The Company has issued freestanding warrants to purchase shares of its common stock. As a result of a provision that permitted an adjustment to the exercise price of the common warrants prior to the closing of the Series C preferred stock qualified financing, the common warrants were classified as liabilities. The common stock warrant liability was subject to remeasurement at each reporting date, with changes in fair value recognized in other financing expense, net, in the statements of operations and comprehensive loss. The common stock warrant liability was adjusted to fair value until the exercise price per share became fixed. In connection with the second closing of the Series C convertible preferred stock in January 2019, the exercise price of the common warrants became fixed and the warrants were reclassified to equity. The Company has no common stock warrant liability as of December 31, 2020 and 2019. There was no material adjustment to the fair value of the common stock warrant liability in the year ended December 31, 2019. |
Long-Lived Assets | Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include managementās estimate of the assetās ability to generate positive income from operations and positive cash flow in future periods, as well as the strategic significance of the assets to the Companyās business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount of the assetās fair value. The long-lived assets of the Company were not material for the years ended December 31, 2020 and 2019. |
Beneficial Conversion Features | Beneficial Conversion Features A beneficial conversion feature is a non-detachable |
Revenue Recognition | Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to the Companyās customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those goods and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the transaction price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when or as the Company satisfies the performance obligation(s). At contract inception, the Company assesses the goods and services promised within each contract and assesses whether each promised good or service is distinct and determines that those are performance obligations. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company considers a performance obligation satisfied once the Company has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when the Company determines there are no uncertainties regarding payment terms or transfer of control. Collaborative Arrangements The Company evaluates collaboration arrangements to determine whether units of account within the collaboration arrangement exhibit the characteristics of a vendor and customer relationship. For arrangements and units of account where a customer relationship exists, the Company applies the revenue recognition guidance. The Company enters into collaborative arrangements with partners that may include payment to the Company of one or more of the following: (i) license fees; (ii) payments related to the achievement of developmental, regulatory, or commercial milestones; and (iii) royalties on net sales of licensed products. If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation in an amount that reflects the consideration the Company is entitled to receive in exchange for satisfying each distinct performance obligation. For each distinct performance obligation, revenue is recognized when (or as) the Company transfers control of the product or the service applicable to such performance obligation. The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. License Fees If a license to the Companyās intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. Milestone Payments At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. If it is probable that a milestone event would occur at the inception of the arrangement, the associated milestone value is included in the transaction price. Milestone payments that are not within the Companyās control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each reporting period, the Company evaluates the probability of achievement of such milestones and any related constraint(s), and if necessary, may adjust the Companyās estimate of the overall transaction price. To date, the Company has not recognized any milestone revenue resulting from its collaborative arrangements. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, the Company recognizes revenue when the related sales occur. To date, the Company has not recognized any royalty revenue resulting from its collaborative arrangements. |
Clinical Trial and Contracts Accruals | Clinical Trial and Contracts Accruals Clinical trial costs include payments to sites participating in clinical trials and to outside contract research organizations which assist in developing, monitoring and administering the clinical trials. Measurement of clinical trial expenses and the related accrual recorded in any given period requires judgment as invoices or other notification of actual costs may not exist as of the date of the financial statements, making it necessary to estimate the efforts completed to date and the related expense. The period over which services are performed, the level of services performed as of a given date, and the cost of such services are often subjective determinations. The Companyās principal vendors operate within terms of contracts which establish program costs and estimated timelines. The status of the Companyās programs is assessed in relation to the scope of work outlined in the contracts, and the related amount of expense is recognized accordingly. Estimates are adjusted to actual costs as they become known and subsequent changes to estimates have not historically resulted in a material change to the accruals. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. These costs consist primarily of salaries and other personnel-related expenses, including stock-based compensation; facility-related expenses; depreciation of facilities and equipment; and services performed by clinical research organizations, research institutions, and other outside service providers. The Company recorded the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and include these costs in accrued expenses in the balance sheet and within research and development expense in the statement of operations and comprehensive loss. As actual costs become known, the Company will adjust its accrued expenses and related research and development expenses. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of the differences between the tax basis of assets or liabilities and their carrying amounts in the financial statements using the enacted tax rates and laws that are anticipated to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefit or if future deductibility is uncertain. In accordance with the accounting standards for uncertain tax positions, the Company evaluates the recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is used in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and managed its business as one segment operating in the United States. All long-lived assets were located in the United States at December 31, 2020 and 2019. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense for stock option grants under the Companyās equity plans is recorded at the estimated fair value of the award as of the grant date and is recognized as expense on a straight-line basis over the requisite service period of the stock-based award, and forfeitures are recognized as they occur. The estimation of fair value for stock-based compensation requires management to make estimates and judgments about, among other things, the fair value of the Companyās common stock, employee exercise behavior, and volatility of the Companyās common stock. The judgments directly affect the amount of compensation expense that will be recognized. |
Net Loss Per Share | Net Loss Per Share Basic loss per share is computed by dividing net loss by the weighted average number of common shares and warrants to purchase common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding common stock equivalents. The following table summarizes the Companyās net loss per share: Year Ended December 31, 2020 2019 Numerator Net loss ā basic and diluted $ (19,017,267 ) $ (13,558,877 ) Denominator Weighted-average shares of common stock outstanding ā basic and diluted 2,901,990 2,356,483 Net loss per share: Basic and diluted $ (6.55 ) $ (5.75 ) The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive. December 31, 2020 2019 Convertible preferred stock 168,110,611 96,519,011 Stock options 10,079,143 14,132,152 Preferred stock warrants 206,440 ā Total 178,396,194 110,651,163 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework ā Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments available-for-sale 2019-04, Codification Improvements to Topic 326, Financial InstrumentsāCredit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments 2019-05, Financial InstrumentsāCredit Losses, Topic 326 2016-13. 2019-10, Financial InstrumentsāCredit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates 2019-11, Codification Improvements to Topic 326, Financial InstrumentsāCredit Losses, In August 2020, the FASB issued ASU No. 2020-06, Debt ā Debt with Conversion and Other options (Subtopic 470-20) Hedging ā Contracts in Entityās Own Equity (Subtopic 815-40). 2020-06 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of liabilities measured at fair value on a recurring basis | The table below presents the Companyās liabilities measured at fair value on a recurring basis carried on the balance sheet, aggregated by the level in the fair value hierarchy within which those measurements fall as of December 31, 2020. The Company had no assets measured at fair value on a recurring basis as of December 31, 2020. Fair Value Measurements Using December 31, Quoted Prices in (Level 1) Significant Significant Preferred Stock Warrant Liability $ 105,697 $ ā $ ā $ 105,697 |
Summary of reconciliation of preferred stock purchase asset | There were no significant changes to the underlying assumptions used to determine the increase in fair value of the preferred stock purchase asset as of the date of final remeasurement in January 2019, prior to its reclassification to Series C convertible preferred stock. Preferred Stock Balance at December 31, 2018 $ 919,506 Increase in fair value of preferred stock purchase right 14,382 Reclassification of asset to convertible preferred stock upon settlement (933,888 ) Balance at December 31, 2019 $ ā |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The assumptions used in the Black-Scholes option pricing model to determine the fair value of the preferred stock warrant liability were as follows: December 31, 2020 Fair value per share of preferred stock $ 0.51 Expected volatility 91 % Risk-free interest rate 0.93 % Expected dividend yield 0 % Expected term 9.5 years |
Summary of reconciliation of warrant liability measured at fair value | Preferred Balance at December 31, 2019 $ ā Issuance of preferred stock warrants 93,864 Change in fair value of preferred stock warrants 11,833 Balance at December 31, 2020 $ 105,697 |
Summary of net loss per share | The following table summarizes the Companyās net loss per share: Year Ended December 31, 2020 2019 Numerator Net loss ā basic and diluted $ (19,017,267 ) $ (13,558,877 ) Denominator Weighted-average shares of common stock outstanding ā basic and diluted 2,901,990 2,356,483 Net loss per share: Basic and diluted $ (6.55 ) $ (5.75 ) |
Summary of antidilutive securities excluded from the calculation of weighted average dilutive common shares | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive. December 31, 2020 2019 Convertible preferred stock 168,110,611 96,519,011 Stock options 10,079,143 14,132,152 Preferred stock warrants 206,440 ā Total 178,396,194 110,651,163 |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Financial Statement Details [Abstract] | |
Property, Plant and Equipment | Property and equipment, net 2020 2019 Leasehold improvements $ 54,740 $ ā Computer equipment 9,406 9,406 Accumulated depreciation (20,013 ) (7,838 ) Total equipment, net $ 44,133 $ 1,568 |
Schedule of Accrued Liabilities | Accrued expenses 2020 2019 Accrued payroll and benefits $ 1,501,351 $ 493,685 Accrued clinical trial and contract expenses 1,094,669 1,078,277 Accrued professional services expenses 716,000 81,000 Other accrued expenses 49,815 35,000 Total accrued expenses $ 3,361,835 $ 1,687,962 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Future Minimum Payments Under Loan Facility | The following table summarizes future minimum payments under the term loan facility as of December 31, 2020: Year Ending December 31, 2021 $ 1,165,958 2022 2,222,125 2023 2,085,250 2024 517,635 Total future minimum payments 5,990,968 Less: interest payments (1,058,815 ) Principal amount of long-term debt 4,932,153 Current portion of long-term debt (833,333 ) Long-term debt, net $ 4,098,820 |
Convertible Preferred Stock, _2
Convertible Preferred Stock, Common Stock and Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Preferred Stock Common Stock And Stockholders Deficit [Abstract] | |
Summary of Redeemable Convertible Preferred Stock | The following table represents the redeemable convertible preferred stock as of December 31, 2020. Shares Original Shares Issued Liquidation Series A-1 34,361,663 $ 0.3993 34,361,663 $ 13,720,612 Series B 23,549,212 $ 0.7139 23,549,212 16,811,782 Series C 12,766,166 $ 0.8378 12,766,166 10,695,494 Series D 17,266,027 $ 0.9788 17,138,320 16,774,988 Series E 66,780,429 $ 0.6055 66,061,102 39,999,997 Total 154,723,497 153,876,463 $ 98,002,873 |
Summary of Common Stock Reserved For Future Issuance | Common stock reserved for future issuance are as follows in common equivalent shares: December 31, December 31, Conversion of preferred stock 168,110,611 96,519,011 Common stock warrants 1,727,191 1,727,191 Preferred stock warrants 206,440 ā Stock options issued and outstanding 10,079,143 14,132,152 Authorized for future option grants 9,908,933 3,756,768 Total 190,032,318 116,135,122 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of fair value of stock options is estimated using the Black-Scholes model | The fair value of stock options is estimated using the Black-Scholes model with the assumptions disclosed in the following table. Year Ended December 31, 2020 2019 Assumptions Risk-free interest rate 0.46%ā0.49 % 1.73%ā2.61 % Expected dividend yield 0 % 0 % Expected volatility 72 % 72 % Expected term (in years) 5.5ā6.3 5.5ā6.3 |
summary of the stock option activity | A summary of the stock option activity under the plan during the years ended December 31, 2020 and 2019, is presented below: Number of Weighted Weighted Outstanding at December 31, 2018 6,861,975 $ 0.11 8.5 Granted 7,499,344 $ 0.11 Exercised (100,000 ) $ 0.10 Cancelled (129,167 ) $ 0.10 Outstanding at December 31, 2019 14,132,152 $ 0.11 8.5 Granted 3,571,334 $ 0.14 Exercised (7,259,185 ) $ 0.11 Cancelled (365,158 ) $ 0.10 Outstanding at December 31, 2020 10,079,143 $ 0.12 8.5 Vested and exercisable at December 31, 2020 2,814,734 $ 0.10 6.8 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Significant Components of Deferred Tax Assets | Significant components of the Companyās deferred tax assets and liabilities as of December 31, 2020 and 2019 are detailed below. 2020 2019 Deferred tax assets: Federal and state net operating loss carryforwards $ 18,617,000 $ 15,308,000 R&D and orphan drug credit carryforwards 3,899,000 1,750,000 Share-based compensation expense 76,000 156,000 Capitalized research and development expenses 2,276,000 3,772,000 Other, net 218 83,000 Total deferred tax assets 25,086,000 21,069,000 ROU Asset (207,000 ) 0 Total deferred tax liabilities (207,000 ) 0 Net deferred tax asset 24,879,000 21,069,000 Valuation allowance (24,879,000 ) (21,069,000 ) Net deferred tax liability $ ā $ ā |
Income Tax Provision Amount Computed by Applying the Statutory Income Tax Rate | The Companyās effective income tax rate differs from the statutory federal rate of 21% for the years ended December 31, 2020 and 2019 due to the following: 2020 2019 Federal tax benefit at statutory rate 21.00 % 21.00 % State tax benefit, net 0.00 % 6.98 % General business credits 11.30 % 8.48 % State rate true up (5.26 %) 8.96 % Other (7.00 %) (4.28 %) Change in valuation allowance (20.04 %) (41.14 % ) Provision for income taxes $ ā $ ā |
Reconciliation of Unrecognized Tax Benefits | The following table summarizes the activity related to the Companyās unrecognized tax benefits, in thousands: 2020 2019 Gross unrecognized tax benefits at the beginning of the year $ 1,952 $ 1,555 Increases related to prior year tax positions 709 ā Increases from tax positions taken in the current year 1,310 397 Gross unrecognized tax benefits at the end of the year $ 3,971 $ 1,952 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies [Abstract] | |
Maturity of Lease Liability | Maturities of the Companyās operating lease liabilities as of December 31, 2020 are as follows: Year Ending December 31, 2021 $ 396,956 2022 416,124 2023 283,816 2024 ā 2025 ā Total lease payments 1,096,896 Less: imputed interest (104,196 ) Total operating lease liabilities $ 992,700 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 24, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated deficit | $ (50,915,141) | $ (31,897,874) | |
Cash and cash equivalents | 47,089,114 | $ 18,217,926 | |
Working capital | 40,900,000 | ||
Term loans | 5,000,000 | ||
Business combination, equity interest percentage | 86.00% | ||
Private Placement [Member] | |||
Gross proceeds from private placement | $ 65,000,000 | ||
Sunesis Pharmaceuticals Inc [Member] | |||
Business combination, equity interest percentage | 14.00% | ||
Series E Preferred Stock [Member] | |||
Proceeds from equity financing | $ 40,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Preferred Stock Warrant Liability [Member] | Dec. 31, 2020USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred Stock Warrant Liability | $ 105,697 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred Stock Warrant Liability | $ 105,697 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Reconciliation Of Preferred Stock Purchase Asset (Detail) - Preferred Stock Purchase Asset [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening , Balance | $ 919,506 | |
Increase in fair value of preferred stock purchase right | $ 14,382 | |
Reclassification of asset to convertible preferred stock upon settlement | $ (933,888) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Preferred Stock Warrant Liability [Member] | Dec. 31, 2020yr |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.51 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 91 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.93 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 9.5 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Reconciliation of Warrant Liability Measured at Fair Value (Detail) - Preferred Stock Warrant Liability [Member] | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of preferred stock warrants | $ 93,864 |
Change in fair value of preferred stock warrants | 11,833 |
Ending , Balance | $ 105,697 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Additional Informatiom (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | $ 0 | |
Common Stock [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value Adjustment of Warrants | 0 | |
Common Stock Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and Rights Outstanding | $ 0 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Net Loss Per Share (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | ||
Net loss ā basic and diluted | $ (19,017,267) | $ (13,558,877) |
Denominator | ||
Weighted-average shares of common stock outstanding ā basic and diluted | 2,901,990 | 2,356,483 |
Net loss per share: | ||
Basic and Diluted | $ (6.55) | $ (5.75) |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of Antidilutive Securities Excluded From the Calculation of Weighted Average Dilutive Common Shares (Detail) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 178,396,194 | 110,651,163 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 168,110,611 | 96,519,011 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,079,143 | 14,132,152 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 206,440 |
Collaboration and License Agr_2
Collaboration and License Agreements - Additional Information (Detail) - USD ($) | Nov. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from issuance of preferred stock and preference stock | $ 38,868,955 | $ 16,588,436 | |
Shenzhen Salubris Pharmaceuticals Co Ltd [Member] | License [Member] | Collaborative Arrangement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Collaborative arrangement, milestone receivable | $ 103,000,000 | ||
Collaborative arrangement transaction price | 1,100,000 | ||
Fair value of preferred stock right asset | 900,000 | ||
Boston University [Member] | License [Member] | Collaborative Arrangement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Royalty expense | 55,792 | 51,552 | |
Annual minimum royalty expense | 30,000 | 30,000 | |
Legal expense | $ 25,792 | $ 21,552 | |
NantKwest [Member] | License [Member] | Collaborative Arrangement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Collaborative arrangement, milestone receivable | 100,000,000 | ||
Series C Preferred Stock [Member] | Shenzhen Salubris Pharmaceuticals Co Ltd [Member] | License [Member] | Collaborative Arrangement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Sale of stock number issued in transactions | 10,000,000 | ||
Proceeds from issuance of preferred stock and preference stock | $ 2,000,000 |
Financial Statement Details -
Financial Statement Details - Property, Plant and Equipment (Detail) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (20,013) | $ (7,838) |
Total equipment, net | 44,133 | 1,568 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 54,740 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 9,406 | $ 9,406 |
Financial Statement Details _2
Financial Statement Details - Schedule of Accrued Liabilities (Detail) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued payroll and benefits | $ 1,501,351 | $ 493,685 |
Accrued clinical trial and contract expenses | 1,094,669 | 1,078,277 |
Accrued professional services expenses | 716,000 | 81,000 |
Other accrued expenses | 49,815 | 35,000 |
Total accrued expenses | $ 3,361,835 | $ 1,687,962 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Apr. 24, 2020 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 30, 2020 |
Debt [Line Items] | ||||||
Adjustments to additional paid in capital, increase in carrying amount of redeemable preferred stock | $ 402,690 | |||||
SVB Loan Agreement [Member] | ||||||
Debt [Line Items] | ||||||
Debt Instrument, Face Amount | $ 5,000,000 | |||||
Payment Protection Program Loan [Member] | ||||||
Debt [Line Items] | ||||||
Debt Instrument, Maturity Date | Apr. 23, 2022 | |||||
Debt Instrument, Interest Rate | 1.00% | |||||
Short-term Debt | 197,323 | |||||
Long-term Debt | $ 56,377 | |||||
Silicon Valley Bank [Member] | Maximum [Member] | ||||||
Debt [Line Items] | ||||||
Prepayment Fee Percentage | 2.00% | |||||
Silicon Valley Bank [Member] | Minimum [Member] | ||||||
Debt [Line Items] | ||||||
Prepayment Fee Percentage | 1.00% | |||||
First Republic Bank [Member] | Payment Protection Program Loan [Member] | ||||||
Debt [Line Items] | ||||||
Proceeds from Long-term Lines of Credit | $ 253,700 | |||||
Convertible Promissory Notes [Member] | ||||||
Debt [Line Items] | ||||||
Proceeds from issuance of debt | $ 6,260,000 | |||||
Warrants issued number of securities | 2,237,164 | 2,237,164 | ||||
Warrants, Exercise Price Per Share | $ 0.01 | |||||
Warrants outstanding term | 7 years | |||||
Adjustments to additional paid in capital, increase in carrying amount of redeemable preferred stock | $ 402,690 | |||||
Debt issuance costs | 185,689 | |||||
Debt discount to the Notes with an offset to additionalĀ paid-inĀ capital | $ 1,946,864 | |||||
Amortization of debt discount and debt issuance costs | $ 2,535,243 | 0 | $ 1,614,926 | |||
Debt Instrument, Interest Rate | 8.00% | |||||
Term Loan Agreement [Member] | Silicon Valley Bank [Member] | ||||||
Debt [Line Items] | ||||||
Line of credit maximum borrowing amount | $ 15,000,000 | |||||
Line of credit additional borrowing amount | $ 10,000,000 | |||||
Debt Instrument, Interest Rate | 6.75% | |||||
Debt Instrument Final Payment Interest Fee Percentage | 7.00% | |||||
Term Loan Agreement [Member] | Silicon Valley Bank [Member] | Prime Rate [Member] | ||||||
Debt [Line Items] | ||||||
Debt Instrument, Interest Rate During Period | 10.00% | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||||
Term Loan Agreement [Member] | Silicon Valley Bank [Member] | Maximum [Member] | ||||||
Debt [Line Items] | ||||||
Debt Instrument, Maturity Date | Jul. 1, 2024 | |||||
Term Loan Agreement [Member] | Silicon Valley Bank [Member] | Minimum [Member] | ||||||
Debt [Line Items] | ||||||
Debt Instrument, Maturity Date | Jan. 1, 2024 |
Debt - Summary of Future Minimu
Debt - Summary of Future Minimum Payments Under Loan Facility (Detail) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 1,165,958 |
2022 | 2,222,125 |
2023 | 2,085,250 |
2024 | 517,635 |
Total Future minimum payments | 5,990,968 |
Less: interest payments | (1,058,815) |
Principal amount of long-term debt | 4,932,153 |
Current portion of long-term debt | (833,333) |
Long-term debt, net | $ 4,098,820 |
Convertible Preferred Stock, _3
Convertible Preferred Stock, Common Stock and Stockholders' Deficit - Summary of Redeemable Convertible Preferred Stock (Detail) | Dec. 31, 2020USD ($)$ / sharesshares |
Series A-1 | |
Temporary Equity [Line Items] | |
Shares Authorized | 34,361,663 |
Original Issuance Price | $ / shares | $ 0.3993 |
Shares Issued | 34,361,663 |
Liquidation Value | $ | $ 13,720,612 |
Series B | |
Temporary Equity [Line Items] | |
Shares Authorized | 23,549,212 |
Original Issuance Price | $ / shares | $ 0.7139 |
Shares Issued | 23,549,212 |
Liquidation Value | $ | $ 16,811,782 |
Series C | |
Temporary Equity [Line Items] | |
Shares Authorized | 12,766,166 |
Original Issuance Price | $ / shares | $ 0.8378 |
Shares Issued | 12,766,166 |
Liquidation Value | $ | $ 10,695,494 |
Series D | |
Temporary Equity [Line Items] | |
Shares Authorized | 17,266,027 |
Original Issuance Price | $ / shares | $ 0.9788 |
Shares Issued | 17,138,320 |
Liquidation Value | $ | $ 16,774,988 |
Series E | |
Temporary Equity [Line Items] | |
Shares Authorized | 66,780,429 |
Original Issuance Price | $ / shares | $ 0.6055 |
Shares Issued | 66,061,102 |
Liquidation Value | $ | $ 39,999,997 |
Total | |
Temporary Equity [Line Items] | |
Shares Authorized | 154,723,497 |
Shares Issued | 153,876,463 |
Liquidation Value | $ | $ 98,002,873 |
Convertible Preferred Stock, _4
Convertible Preferred Stock, Common Stock and Stockholders' Deficit - Summary of Common Stock Reserved For Future Issuance (Detail) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Common Stock, Capital Shares Reserved for Future Issuance | 190,032,318 | 116,135,122 |
Stock options issued and outstanding | ||
Common Stock, Capital Shares Reserved for Future Issuance | 10,079,143 | 14,132,152 |
Option grants [Member] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 9,908,933 | 3,756,768 |
Warrant [Member] | Common Stock Warrants [Member] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 1,727,191 | 1,727,191 |
Warrant [Member] | Preferred Stock Warrants [Member] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 206,440 | 0 |
Convertible Preferred Stock [Member] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 168,110,611 | 96,519,011 |
Convertible Preferred Stock, _5
Convertible Preferred Stock, Common Stock and Stockholders' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Nov. 25, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Common Stock, Capital Shares Reserved for Future Issuance | 190,032,318 | 116,135,122 | |||
Percentage Of Receipt Of Principal Amount | 2.50% | ||||
Preferred Stock, Voting Rights | one vote for each share of common stock into which such preferred stock could then be converted | ||||
Minimum Proceeds Required From IPO For Conversion Of Preferred Stock | $ 40 | ||||
Common Stock Warrants [Member] | |||||
Class of warrant or right, exercise price of warrants or rights | $ 0.01 | ||||
Convertible Promissory Notes [Member] | |||||
Class of warrant or right, exercise price of warrants or rights | $ 0.01 | ||||
Warrants issued number of securities | 2,237,164 | 2,237,164 | |||
Common Stock [Member] | |||||
Shares, Issued | 8,096,397 | 643,198 | 269,657 | ||
Warrants issued number of securities | 169,014 | ||||
Shares Issued, Price Per Share | $ 0.01 | ||||
Class of Warrant or Right, Outstanding | 169,014 | ||||
Warrant [Member] | Common Stock Warrants [Member] | |||||
Class of warrant or right, exercise price of warrants or rights | $ 0.01 | $ 0.01 | |||
Warrants issued number of securities | 505,347 | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,727,191 | 1,727,191 | |||
Warrant [Member] | Preferred Stock Warrants [Member] | |||||
Class of warrant or right, exercise price of warrants or rights | $ 0.6055 | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 206,440 | 0 | |||
Warrants and Rights Outstanding, Maturity Date | Jul. 30, 2030 | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0 | ||||
Series A One Redeemable Convertible Preferred Shares [Member] | |||||
Shares, Issued | 34,361,663 | 34,361,663 | 34,361,663 | ||
Shares Issued, Price Per Share | $ 0.3993 | ||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||||
Liquidation Preference Per Share | $ 0.3993 | ||||
Series B Redeemable Convertible Preferred Shares [Member] | |||||
Shares, Issued | 23,549,212 | 23,549,212 | 15,427,147 | ||
Shares Issued, Price Per Share | $ 0.7139 | ||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||||
Liquidation Preference Per Share | $ 0.7139 | ||||
Series C Redeemable Convertible Preferred Shares [Member] | |||||
Shares, Issued | 12,766,166 | 12,766,166 | 2,387,204 | ||
Shares Issued, Price Per Share | $ 0.8378 | ||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||||
Liquidation Preference Per Share | $ 0.8378 | ||||
Series D Redeemable Convertible Preferred Shares [Member] | |||||
Shares, Issued | 17,138,320 | 17,138,320 | |||
Shares Issued, Price Per Share | $ 0.9788 | ||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||||
Liquidation Preference Per Share | $ 0.9788 | ||||
Series E Redeemable Convertible Preferred Shares [Member] | |||||
Shares, Issued | 66,061,102 | 66,061,102 | |||
Shares Issued, Price Per Share | $ 0.6055 | $ 0.6055 | |||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | $ 40 | ||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||||
Liquidation Preference Per Share | $ 0.6055 |
Equity Incentive Plan - Additi
Equity Incentive Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Available for Future Grant | 190,032,318 | 116,135,122 | |
stock-based compensation | $ 348,635 | $ 627,611 | |
unrecognized compensation expense | $ 1,227,400 | ||
unrecognized compensation expense,weighted-average period | 2 years 2 months 15 days | ||
Aggregate intrinsic value of options outstanding | $ 2,827,040 | ||
options granted,weighted average grant date fair value of stock options granted | $ 0.18 | $ 0.16 | |
Options exercised , Numbers of Shares | 7,259,185 | 100,000 | |
Options repurchased | 50,000 | ||
Employee related liabilities current | $ 1,501,351 | $ 493,685 | |
Twenty Thousand and Sixteen Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted period | 10 years | ||
Common stock authorized for grant | 27,347,261 | ||
Shares Available for Future Grant | 9,908,933 | ||
Minimum [Member] | Twenty Thousand and Sixteen Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options,vesting period | 0 years | ||
Maximum [Member] | Twenty Thousand and Sixteen Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options,vesting period | 4 years | ||
Incentive Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee related liabilities current | $ 5,000 | ||
Incentive Stock Options [Member] | Twenty Thousand and Sixteen Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percenatage of exercise price over fair value | 100.00% | ||
Nonqualified Options [Member] | Twenty Thousand and Sixteen Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percenatage of exercise price over fair value | 85.00% |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of fair value of stock options is estimated using the Black-Scholes model (Detail) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 72.00% | 72.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.46% | 1.73% |
Expected term (years) | 5 years 6 months | 5 years 6 months |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.49% | 2.61% |
Expected term (years) | 6 years 3 months 18 days | 6 years 3 months 18 days |
Equity Incentive Plan - Summa_2
Equity Incentive Plan - Summary of the stock option activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Outstanding, Beginning Balance, Number of Shares | 14,132,152 | 6,861,975 | |
Outstanding, Beginning Balance, Weighted Average Exercise Price Per Share | $ 0.11 | $ 0.11 | |
Options granted , Numbers of Shares | 3,571,334 | 7,499,344 | |
Options granted, Weighted Average Exercise Price Per Share | $ 0.14 | $ 0.11 | |
Options exercised , Numbers of Shares | (7,259,185) | (100,000) | |
Options exercised, Weighted Average Exercise Price Per Share | $ 0.11 | $ 0.10 | |
Options Cancelled , Number of Shares | (365,158) | (129,167) | |
Options Cancelled , Weighted average exercise price | $ 0.10 | $ 0.10 | |
Outstanding, Ending Balance, Number of Shares | 10,079,143 | 14,132,152 | 6,861,975 |
Outstanding, Ending Balance, Weighted Average Exercise Price Per Share | $ 0.12 | $ 0.11 | $ 0.11 |
Outstanding, Weighted Average Remaining Contractual Term (Years) | 8 years 6 months | 8 years 6 months | 8 years 6 months |
Vested and expected to vest as of December 31, 2020, Number of Shares | 2,814,734 | ||
Vested and expected to vest as of December 31, 2020, Weighted average exercise price | $ 0.10 | ||
Vested and expected to vest as of December 31, 2020, Weighted Average Remaining Contractual Term (Years) | 6 years 9 months 18 days |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | ||
Statutory income tax rate | 21.00% | 21.00% |
Net valuation allowance, increased (decreased) | $ 3.8 | $ 5.6 |
Domestic tax authority [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carry-forwards | $ 80.5 | |
Net operating loss carry-forwards expiration | 2027 | |
Research and development tax credit carry-forwards | $ 1.5 | |
State and local jurisdiction [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carry-forwards | $ 38.9 | |
Net operating loss carry-forwards expiration | 2030 | |
Research and development tax credit carry-forwards | $ 1.4 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets (Detail) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Federal and state net operating loss carryforwards | $ 18,617,000 | $ 15,308,000 |
R&D and orphan drug credit carryforwards | 3,899,000 | 1,750,000 |
Share-based compensation expense | 76,000 | 156,000 |
Capitalized research and development expenses | 2,276,000 | 3,772,000 |
Other, net | 218,000 | 83,000 |
Total deferred tax assets | 25,086,000 | 21,069,000 |
Deferred tax liabilities: | ||
ROU Asset | (207,000) | 0 |
Total deferred tax liabilities | (207,000) | 0 |
Net deferred tax asset | 24,879,000 | 21,069,000 |
Valuation allowance | $ (24,879,000) | $ (21,069,000) |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision Amount Computed by Applying Statutory Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal tax benefit at statutory rate | 21.00% | 21.00% |
State tax benefit, net | 0.00% | 6.98% |
General business credits | 11.30% | 8.48% |
State rate true up | (5.26%) | 8.96% |
Other | (7.00%) | (4.28%) |
Change in valuation allowance | (20.04%) | (41.14%) |
Provision for income taxes | 0.00% | 0.00% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits at the beginning of the year | $ 1,952 | $ 1,555 |
Increases related to prior year tax positions | 709 | |
Increases from tax positions taken in the current year | 1,310 | 397 |
Gross unrecognized tax benefits at the end of the year | $ 3,971 | $ 1,952 |
Commitments and Contingencies -
Commitments and Contingencies - Maturity of Lease Liability (Detail) - USD ($) | Dec. 31, 2020 | Aug. 31, 2020 | Jun. 30, 2020 | Sep. 01, 2018 |
Commitments and Contingencies [Abstract] | ||||
2021 | $ 396,956 | |||
2022 | 416,124 | |||
2023 | 283,816 | |||
2024 | 0 | |||
2025 | 0 | |||
Total lease payments | 1,096,896 | $ 439,000 | $ 667,000 | $ 225,000 |
Less: imputed interest | (104,196) | |||
Total operating lease liabilities | $ 992,700 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Aug. 31, 2020 | Sep. 01, 2018 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | |||||
Operating Lease, Liability | $ 439,000 | $ 225,000 | $ 667,000 | $ 1,096,896 | |
Operating Lease, Right-of-Use Asset | 0 | 985,542 | $ 115,489 | ||
Lessee, Operating Lease, Term of Contract | 1 year | ||||
Operating Lease, Expense | 297,368 | 181,227 | |||
Operating Lease, Liability, Noncurrent | $ 658,596 | ||||
Weighted average discount rate for operating leaseĀ | 8.00% | ||||
Weighted average remaining lease term for operating lease | 2 years 7 months 6 days | ||||
Present value of remaining lease payments | $ 992,700 | ||||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 342,898 | $ 180,432 | |||
Percentage of increase in operating lease rent | 4.00% | ||||
Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating Leases, Rent Expense | $ 14,033 | $ 14,980 | $ 21,444 | ||
Lessee, Operating Lease, Term of Contract | 0 years | ||||
Percentage of increase in operating lease rent | 9.00% | ||||
Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating Leases, Rent Expense | $ 12,462 | $ 14,132 | $ 20,019 | ||
Lessee, Operating Lease, Term of Contract | 0 years | ||||
Percentage of increase in operating lease rent | 4.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - Xoma US LLC [Member] - Royalty Purchase Agreement [Member] $ in Millions | 1 Months Ended |
Mar. 31, 2021USD ($) | |
Subsequent Event [Line Items] | |
Upfront payment received | $ 13.5 |
Pre-commercialization Event Based Milestone [Member] | |
Subsequent Event [Line Items] | |
Milestone payment receivable | $ 20 |