Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 05, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-35342 | ||
Entity Registrant Name | LUMOS PHARMA, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 42-1491350 | ||
Entity Address, Address Line One | 4200 Marathon Blvd #200 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78756 | ||
City Area Code | 512 | ||
Local Phone Number | 215-2630 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | LUMO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 94.7 | ||
Entity Common Stock, Shares Outstanding | 8,325,631 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2021 Annual Meeting of Shareholders, to be held on May 19, 2021, which will be filed within 120 days of December 31, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K . | ||
Entity Central Index Key | 0001126234 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 98,679 | $ 4,952 |
Prepaid expenses and other current assets | 3,506 | 82 |
Income tax receivable | 115 | 0 |
Other receivables | 26,149 | 35 |
Total current assets | 128,449 | 5,069 |
Non-current assets: | ||
Property and equipment, net | 335 | 84 |
Right-of-use asset | 249 | 373 |
Total non-current assets | 584 | 457 |
Total assets | 129,033 | 5,526 |
Current liabilities: | ||
Accounts payable | 244 | 365 |
Accrued expenses | 5,898 | 709 |
Current portion of lease liability | 319 | 189 |
Total current liabilities | 6,461 | 1,263 |
Long-term liabilities: | ||
Royalty obligation payable to Iowa Economic Development Authority | 6,000 | 0 |
Lease liability | 0 | 191 |
Total long-term liabilities | 6,000 | 191 |
Total liabilities | 12,461 | 1,454 |
Stockholders' equity: | ||
Undesignated preferred stock, $— par value: Authorized shares - 5,000,000 at and December 31, 2020 and 2019, respectively; issued and outstanding shares - 0 at December 31, 2020 and 2019, respectively. | 0 | 0 |
Common stock, $0.01 par value: Authorized shares - 75,000,000 and 36,000,000 at December 31, 2020 and 2019, respectively; issued and outstanding 8,305,269 and 1,177,933 at December 31, 2020 and 2019, respectively | 83 | 12 |
Treasury stock, at cost, 0 and 176,623 shares held as of December 31, 2020 and 2019, respectively | 0 | 0 |
Additional paid-in capital | 182,480 | 202 |
Accumulated deficit | (65,991) | (59,677) |
Total stockholders’ equity (deficit) | 116,572 | (59,463) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | 129,033 | 5,526 |
Series A redeemable convertible preferred stock | ||
Long-term liabilities: | ||
Redeemable convertible preferred stock: | 0 | 21,904 |
Series B redeemable convertible preferred stock | ||
Long-term liabilities: | ||
Redeemable convertible preferred stock: | $ 0 | $ 41,631 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Blank check preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Blank check preferred stock, authorized shares | 5,000,000 | 5,000,000 |
Blank check preferred stock, issued shares | 0 | 0 |
Blank check preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 75,000,000 | 36,000,000 |
Common stock, issued shares | 8,305,269 | 1,177,933 |
Common stock, outstanding shares | 8,305,269 | 1,177,933 |
Treasury stock, shares | 0 | 176,623 |
Series A redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 978,849 |
Redeemable convertible preferred stock, shares issued | 0 | 978,849 |
Redeemable convertible preferred stock, shares outstanding | 0 | 978,849 |
Series B redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 1,989,616 |
Redeemable convertible preferred stock, shares issued | 0 | 1,989,616 |
Redeemable convertible preferred stock, shares outstanding | 0 | 1,989,616 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Total revenues | $ 168 | $ 0 |
Operating expenses: | ||
Research and development | 9,206 | 5,669 |
General and administrative | 17,265 | 4,147 |
Total operating expenses | 26,471 | 9,816 |
Loss from operations | (26,303) | (9,816) |
Other income and expense: | ||
Other income, net | 6,467 | 37 |
Interest income | 200 | 74 |
Other income, net | 6,667 | 111 |
Net loss before taxes | (19,636) | (9,705) |
Income tax benefit | 13,973 | 0 |
Net loss | (5,663) | (9,705) |
Accretion of preferred stock to current redemption value | (651) | (3,040) |
Net loss attributable to common shareholders | $ (6,314) | $ (12,745) |
Net loss per share of common stock | ||
Basic and diluted (in dollars per share) | $ (0.93) | $ (9.79) |
Weighted average number of common shares outstanding | ||
Basic and diluted (in shares) | 6,777,932 | 1,302,390 |
Revenue, Product and Service [Extensible List] | us-gaap:LicenseAndServiceMember |
Consolidated Statement of Chang
Consolidated Statement of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) | Total | Preferred StockSeries A redeemable convertible preferred stock | Preferred StockSeries B redeemable convertible preferred stock | Common Stock | Treasury Stock, at cost | Additional Paid-in Capital | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 978,849 | 1,989,616 | 1,345,402 | ||||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 0 | ||||||
Balance at beginning of period at Dec. 31, 2018 | $ (46,919,000) | $ 20,903,000 | $ 39,592,000 | $ 12,000 | $ 0 | $ 1,000 | $ (46,932,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accretion of preferred stock to current redemption value (pre-merger) | (3,040,000) | $ 1,001,000 | $ 2,039,000 | (3,040,000) | |||
Share-based compensation | 179,000 | 179,000 | |||||
Exercise of stock options | 22,000 | 22,000 | |||||
Exercise of stock options (in shares) | 9,158 | ||||||
Treasury stock purchase, at cost (in shares) | (176,623) | ||||||
Treasury stock purchase, at cost (in shares) | 176,623 | ||||||
Net loss | $ (9,705,000) | (9,705,000) | |||||
Balance at end of period (in shares) at Dec. 31, 2019 | 978,849 | 1,989,616 | 1,177,933 | ||||
Balance at end of period (in shares) at Dec. 31, 2019 | 176,623 | 176,623 | |||||
Balance at end of period at Dec. 31, 2019 | $ (59,463,000) | $ 21,904,000 | $ 41,631,000 | $ 12,000 | $ 0 | 202,000 | (59,677,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accretion of preferred stock to current redemption value (pre-merger) | (651,000) | $ 216,000 | $ 435,000 | (651,000) | |||
Issuance of common stock to former stockholders of NewLink upon merger (in shares) | 4,146,405 | ||||||
Issuance of common stock to former stockholders of NewLink upon merger | 116,949,000 | $ 41,000 | 116,908,000 | ||||
Cancellation of treasury stock upon merger (in shares) | (176,623) | ||||||
Conversion of preferred stock into common stock upon merger (in shares) | (978,849) | (1,989,616) | 2,968,465 | ||||
Conversion of preferred stock into common stock upon merger | 64,186,000 | $ (22,120,000) | $ (42,066,000) | $ 30,000 | 64,156,000 | ||
Share-based compensation | 1,074,000 | 1,074,000 | |||||
Exercise of stock options | 116,000 | 116,000 | |||||
Exercise of stock options (in shares) | 10,533 | ||||||
Sales of shares under stock purchase plan | 24,000 | 24,000 | |||||
Sales of shares under stock purchase plan (in shares) | 1,933 | ||||||
Net loss | $ (5,663,000) | (5,663,000) | |||||
Balance at end of period (in shares) at Dec. 31, 2020 | 0 | 0 | 8,305,269 | ||||
Balance at end of period (in shares) at Dec. 31, 2020 | 0 | 0 | |||||
Balance at end of period at Dec. 31, 2020 | $ 116,572,000 | $ 0 | $ 0 | $ 83,000 | $ 0 | $ 182,480,000 | $ (65,991,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities | ||
Net loss | $ (5,663) | $ (9,705) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 1,074 | 179 |
Depreciation and amortization | 584 | 37 |
Gain on sale of priority review voucher | (6,300) | 0 |
In-process research and development charge | 426 | 0 |
Benefit for deferred taxes | (9,500) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (731) | 85 |
Other receivables | 309 | 0 |
Accounts payable and accrued expenses | (3,196) | 314 |
Net cash used in operating activities | (22,997) | (9,090) |
Cash Flows From Investing Activities | ||
Cash acquired in connection with merger | 84,179 | 0 |
Proceeds from sale of priority review voucher, net | 32,500 | 0 |
Purchase of equipment | (30) | (2) |
Net cash provided by (used in) investing activities | 116,649 | (2) |
Cash Flows From Financing Activities | ||
Proceeds from sales of common shares under stock purchase plans and exercise of stock options | 140 | 22 |
Costs of common stock offering under Controlled Equity OfferingSM | (38) | 0 |
Principal payments on notes payable | (27) | 0 |
Net cash provided by financing activities | 75 | 22 |
Net increase (decrease) in cash and cash equivalents | 93,727 | (9,070) |
Cash and cash equivalents at beginning of year | 4,952 | 14,022 |
Cash and cash equivalents at end of year | 98,679 | 4,952 |
Supplemental disclosure of cash flows information: | ||
Cash refunds received for taxes, net | 4,473 | 0 |
Cash paid for interest | 8 | 0 |
Supplemental non-cash investing and financing activity: | ||
Purchased leasehold improvements and equipment in accounts payable | 64,186 | 0 |
Issuance of common stock to NewLink shareholders | 116,949 | 0 |
Non-cash settlement of liability related to priority review voucher | $ 35,720 | $ 0 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Organization and Nature of operations Lumos Pharma, Inc. is a clinical-stage biopharmaceutical company. References in this Annual Report to “us,” “we,” “our,” the “Company,” or “Lumos” are to Lumos Pharma, Inc. and its wholly-owned subsidiaries. With our principal executive offices located in Austin, Texas and additional executive and administrative offices located in Ames, Iowa, we are engaged in advancing our clinical program and focused on identifying, acquiring, developing, and commercialization of novel products and new therapies for people with rare diseases on a global level , for which there is currently a significant unmet need for safe and effective therapies . Our common stock is listed on the Nasdaq Global Market (“Nasdaq”) and trades under the ticker symbol “LUMO.” The Company entered into a business combination (the “Merger”) between the Company, formerly known as NewLink Genetics Corporation (“NewLink”), Cyclone Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of NewLink, and Lumos Pharma, Inc., which has since been renamed “Lumos Pharma Sub, Inc.” (“Private Lumos”). The Merger closed on March 18, 2020, and Merger Sub merged with and into Private Lumos, with Private Lumos surviving as a wholly-owned subsidiary of the Company. Immediately prior to the closing of the Merger, the shares of NewLink common stock were adjusted with a reverse split ratio of 1‑for‑9. Under the terms of the Merger, Private Lumos stockholders received an aggregate of 4,146,398 shares of NewLink common stock (after giving effect to the reverse split) for each share of outstanding common stock, Series A Preferred Stock and Series B Preferred Stock of Private Lumos converted at an exchange ratio of 0.1308319305, 0.0873621142 and 0.1996348626 , respectively . Immediately following the reverse stock split and the completion of the Merger, there were 8,292,803 shares of the Company’s common stock outstanding , of which approximately 50% was held by each of Private Lumos and NewLink security holders. The Merger was accounted for as a reverse asset acquisition. Private Lumos was deemed to be the accounting acquirer for accounting purposes and NewLink the accounting acquiree. Accordingly, for accounting purposes: (i) the assets acquired and liabilities assumed were recorded based on their estimated fair values on the Merger date, (ii) the reported historical operating results of the combined company prior to the Merger will be those of Private Lumos and not of NewLink after retroactively giving effect to the common stock exchange ratio, reverse stock split and change in par value for all periods presented, and (iii) for periods prior to the transaction, shareholders’ authorized capital of the combined company is presented based on the historical authorized capital of NewLink. After the consummation of the Merger, the combined company has focused its efforts on the development of Private Lumos’ sole product candidate, secretagogue ibutamoren (“LUM-201”), a potential oral therapy for pediatric growth hormone deficiency (“PGHD”) and other rare endocrine disorders. Liquidity and Risks The Company has historically devoted substantially all of its efforts toward research and development and has never earned revenue from commercial sales of its products. Management expects to continue to incur additional substantial losses in the foreseeable future as a result of the Company’s research and development activities. However, t he Company believes that its existing cash and cash equivalents of approximately $98.7 million as of December 31, 2020 and the second and final installment of $26.0 million received on January 11, 2021 related to sale of priority review voucher (“PRV”) will be sufficient to allow the Company to fund its operations through read out of the Phase 2b Trial for a subset of patients with PGHD indication under its LUM-201 product candidate and for at least 12 months from the filing date of this Annual Report. If available liquidity becomes insufficient to meet the Company’s obligations as they come due, our f uture operations will be reliant on additional equity or financing arrangements. There can be no assurances that, in the event that the Company requires additional financing, such financing will be available on terms which are favorable to the Company, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay or reduce the scope of its research programs and/or limit or cease its operations. The pandemic caused by an outbreak of a novel strain of coronavirus, SARS-CoV-2, which causes COVID-19 (“COVID-19”), has resulted, and is likely to continue to result, in significant national and global economic disruption and may adversely affect the Company’s operations. The Company is actively monitoring the potential impact of COVID-19, if any, on the carrying value of certain assets and its continued operations. To date, we have experienced limited delays related to clinical trials as clinical sites adapt their procedures to caring for patients during a pandemic, however, we have not incurred impairment of any assets as a result of COVID-19. The extent to which these events may impact the Company’s business, clinical development, regulatory efforts, and the value of its common stock, will depend on future developments, which are highly uncertain and cannot be predicted at this time. The duration and intensity of these impacts and resulting disruption to the Company’s operations is uncertain and the Company will continue to evaluate the impact that these events could have on the operations, financial position, and the results of operations and cash flows during fiscal year 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | Summary of Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation and Consolidation The accompanying consolidated financial statements include the accounts of Lumos and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). All significant intercompany accounts and transactions are eliminated in consolidatio n. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in the accompanying consolidated financial statements. The Merger was accounted for as a reverse asset acquisition. Private Lumos is deemed to be the accounting acquirer for accounting purposes and NewLink the accounting acquiree. Accordingly, for accounting purposes: (i) the assets acquired and liabilities assumed were recorded based on their estimated fair values on the Merger date, (ii) the reported historical operating results of the combined company prior to the Merger will be those of Private Lumos and not of NewLink after retroactively giving effect to the common stock exchange ratio, reverse stock split and change in par value for all periods presented, and (iii) for periods prior to the transaction, shareholders’ authorized capital of the combined company is presented based on the historical authorized capital of NewLink. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company ’s financial statements and accompanying notes. Significant management estimates that affect the reported amounts of assets and liabilities include useful lives of property and equipment, stock-based compensation, accruals for clinical trials and deferred tax assets. While we believe that the estimates and assumptions used in preparation of our consolidated financial statements based on our knowledge of current events and actions that we may undertake in the future are appropriate, actual results could differ from those estimates, and any such differences may be material. Cash and Cash Equivalents The Company considers cash, money market funds and all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Cash and cash equivalents of $98.7 million and $5.0 million at December 31, 2020 and 2019, respectively, consist of balances in checking and money market accounts. Property and Equipment Leasehold improvements and equipment are capitalized as the Company believes they have alternative future uses and are stated at cost. Depreciation on all leasehold improvements and equipment is calculated on the straight-line method over the shorter of the lease term or estimated useful life of the asset. Computer equipment has useful lives of three Long-lived assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future net undiscounted cash flows expected to be generated by the asset group, primarily relating to proceeds for selling the assets. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Asset Acquisitions A key provision within Topic 805 , Business Combinations, is the single or similar asset threshold. When substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the acquired set is not a business. In evaluating the Merger, the Company concluded that virtually all the value was concentrated in the acquired PRV asset and accounted for the transaction as an asset acquisition. (See Note 3.) Acquired in-process research and development (“IPR&D”) expense consists of the initial up-front payments incurred in connection with the acquisition or licensing of product candidates that do not meet the definition of a business under ASC 805, Business Combinations . For the year ended December 31, 2020, the Company expensed the acquired in-process research and development asset of $426,000 acquired as part of the Merger as there is no future economic benefit and is recorded within research and development expenses in the accompanying consolidated statements of operations. Asset Held for Sale Judgment is required in determining whether an asset meets the criteria for classification as “ assets held for sale ” in the consolidated financial statements. Criteria considered by management include the existence of and commitment to a plan to dispose of the assets, the expected selling price of the assets, the expected timeframe of the completion of the anticipated sale and the period of time any amounts have been classified within assets held for sale. The Company reviews the criteria for assets held for sale each period and reclassifies such assets as appropriate. We classified the PRV that was carried at its original fair value less cost to sell as held for sale as of June 30, 2020. The PRV was sold on July 27, 2020 (see Note 4.) Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company ’ s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term. (See Note 5.) Expenses Accrued Under Contractual Arrangements with Third Parties; Accrued Clinical Expenses The Company estimates its accrued expenses through a process of reviewing open contracts and purchase orders, communicating with personnel to identify services that have been performed and estimating the level of service performed and the associated cost incurred for the service that may not be invoiced from the provider. The estimates of accrued expenses as of each balance sheet date are based on facts and circumstances known at that time. Such estimates are periodically confirmed with the service providers to verify accuracy. The Company bases its expenses related to clinical trials on estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations that conduct and manage clinical trials on behalf of the Company. Invoicing from third-party contractors for services performed can lag several months. The Company accrues the costs of services rendered in connection with third-party contractor activities based on its estimate of management fees, site management and monitoring costs and data management costs as contracted. Differences between actual clinical trial costs and estimated clinical trial costs are adjusted for in the period in which they become known through operations. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operating results in the period that includes the enactment date. Management assesses the realizability of deferred tax assets and records a valuation allowance if it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company accounts for the effect of any uncertain tax positions based on a more likely than not threshold to the recognition of the tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. If a tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax position is estimated based on a cumulative probability assessment that aggregates the estimated tax liability for all uncertain tax positions. Interest and penalties assessed, if any, are recorded in its consolidated statement of operations in interest expense and other expenses. Share-Based Compensation Stock options and performance stock options The Company recognizes compensation costs related to stock options granted to employees and non-employees based on the estimated fair value of the awards on the date of grant. The Company estimates the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The Company records forfeitures as they are incurred. The grant date fair value of the stock options is expensed on a straight-line basis over the applicable vesting period, which generally is four years. The fair value of performance-based stock options is recognized as compensation expense beginning at the time in which the performance conditions are deemed probable of achievement, over the remaining requisite service period. The assumptions used in Black-Scholes option-pricing model are as follows: • Exercise price . If Incentive Stock Options are granted to a 10% stockholder in the Company, the exercise price shall not be less than 110% of the common stock’s fair market value on the date of grant. • Fair Market Value of Common Stoc k. As Private Lumos’ common stock has not historically been publicly traded, Private Lumos has periodically estimated the fair market value of common stock after considering, among other things, contemporaneous valuations of its common and preferred stock prepared by unrelated third-party valuation firms in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Subsequent to the Merger, the grant date fair market value is the quoted market price of the Company's common stock. • Expected term . The expected term of stock options represents the period that the stock options are expected to remain outstanding and is based on vesting terms, exercise term and contractual lives of the options. The expected term is based on the simplified method and is estimated as the average of the weighted average vesting term and the time to expiration as of the grant date. • Expected volatility . As the Company does not have sufficient historical stock price information to meet the expected life of the stock option grants, it uses a blended volatility based on the trading history from the common stock of a set of comparable publicly-listed biopharmaceutical companies. Volatility for employee stock purchase plan (“ESPP”) shares is equal to the Company’s historical volatility over the six-month offering period. • Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield with a maturity equal to the expected term of the stock options in effect at the time of grant. • Dividend yield . The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plan to pay any dividends on its common stock. Restricted stock units Service-based restricted stock units are valued using the market price of our common stock on the grant date. The grant date fair value of the restricted stock units is expensed on a straight-line basis over the applicable vesting period, which generally is four years. Employee stock purchase plan Our ESPP allows employees to purchase common stock at a 15% discount from the lower of the common stock closing price on the first or last day of the offering period. The current offering period is from January 1, 2021 to June 30, 2021. We use the Black-Scholes Model to determine fair value, which incorporates assumptions as described above. The grant date fair value of the ESPP is expensed on a straight-line basis over the applicable vesting period, which generally is six months. Financial Instruments and Concentrations of Credit Risk The Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy, which establishes three levels of inputs that may be used to measure fair value, as follows: • Level I: Inputs which include quoted prices in active markets for identical assets and liabilities. • Level II: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Cash and cash equivalents, including balances in money market funds (Level I), receivables, and accounts payable are recorded at cost, which approximates fair value based on the short-term nature of these financial instruments. The Company is unable to estimate the fair value of the royalty obligation based on future product sales, as the timing of payments, if any, is uncertain. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, the Company’s cash and cash equivalents balance exceeds the federally insured limits. To limit the credit risk, the Company invests its excess cash primarily in high quality securities such as money market funds. Net Loss Per Share Basic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share reflects the potential dilution, using the treasury stock method. Revenue Recognition Revenue is recognized when control of the promised goods is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist primarily of employee-related expenses, which include salaries, bonuses, benefits and share-based compensation; manufacturing-related costs; clinical trial expenses which include expenses incurred under agreements with contract research organizations, investigative sites and consultants that conduct our clinical trials; facilities, depreciation of fixed assets and other allocated expenses, which include direct and allocated expenses for rent and maintenance of research facilities and equipment; license fees for and milestone payments related to in-licensed products and technology; and costs associated with non-clinical activities and regulatory approvals. Advance payments for goods or services to be rendered in the future for use in research and development activities are deferred and recorded as a prepaid asset. The deferred amounts are expensed as the related goods are delivered or the services are performed. Patents The Company generally applies for patent protection on processes and products. Patent application costs are expensed as incurred as a component of general and administrative expense, as recoverability of such expenditures is uncertain. Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of a specified effective date, if applicable to us. In December 2019, the FASB issued ASU 2019-12, Income Taxes (“ASC 740”) , which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for calendar-year public business entities in 2021 and interim periods within that year. Early adoption is permitted. The Company does not expect adoption of this new guidance will have a material impact on its financial position or results of operations. |
NewLink Merger
NewLink Merger | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
NewLink Merger | NewLink Merger T he Company completed the Merger on March 18, 2020. The Merger was accounted for as a reverse asset acquisition as NewLink did not meet the definition of a business pursuant to Topic 805 , Business Combinations, because NewLink did not have the ability to generate outputs. Private Lumos was deemed to be the accounting acquirer because immediately following the Merger: (i) Lumos stockholders owned approximately 50% of outstanding common stock of the Company, (ii) the board of directors of the Company (the “Board”) consists of three members designated by Private Lumos, three members designated by NewLink and a seventh independent member unanimously appointed by the Board and (iii) the Company is led by Private Lumos’ then current chief executive officer and chief scientific officer, with other current members of senior management from both Private Lumos and NewLink. For acc ounting purposes: (i) the assets acquired and liabilities assumed were recorded based on their estimated fair values on the Merger date, (ii) the reported historical operating results of the combined company prior to the Merger will be those of Private Lumos and not of NewLink after retroactively giving effect to the common stock exchange ratio, reverse stock split and change in par value for all periods presented, and (iii) for periods prior to the transaction, shareholders’ authorized capital of the combined company is presented based on the historical authorized capital of NewLink. As the fair value of the NewLink net assets acquired, including the intangible assets of the PRV and IPR&D not previously reflected on NewLink’s balance sheet, were more clearly evident, fair valuing the net assets was determined to be a more reliable approach in determining the cost of net assets acquired. Except for the items noted herein, the fair value of the net assets acquired were determined to be the carrying value due to their short-term nature and ability to convert to cash. Based on most current observable inputs and trends in the market of the PRVs, we determined an estimated transaction price of the acquired PRV under the precedent transaction method to be $95.0 million, which is the observed median guideline in the range of publicly disclosed transactions of $80.0 million to $111.0 million from 2018 and through 2020. We applied a present value factor and estimated selling costs to the estimated transaction price to arrive at a fair value of the PR V . The PRV was recorded at an asset value of $87.9 million along with a corresponding liability due to Merck Sharp & Dohme Corp. (“Merck”) of $35.7 million. In addition, we recorded a deferred tax liability of $9.5 million for the step up in book basis over tax basis for the net value of the PRV. The fair value assigned to the acquired IPR&D was estimated based on the estimated expected net proceeds from the sales of these assets as intellectual property. As these assets are no longer being actively pursued in further clinical development by the Company, the IPR&D fair value of $426,000 were expensed to research and development expenses in the statement of operations for the three months ended March 31, 2020. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed on March 18, 2020, the date of the Merger (in thousands): Assets acquired: Cash and cash equivalents $ 84,179 Prepaid and other current assets 2,999 Income tax receivable 192 Property and equipment 1,020 Economic interest in PRV 87,920 Other intangible assets 426 Other non-current assets 517 Total Assets Acquired 177,253 Liabilities assumed: Accounts payable 285 Accrued expenses and other current liabilities 8,788 PRV-related liability owed to Merck 35,720 Royalty obligation payable to Iowa Economics Development Authority 6,000 Deferred tax liability 9,500 Other long-term liabilities 12 Total liabilities assumed 60,305 Total net assets acquired $ 116,948 |
License and Asset Purchase Agre
License and Asset Purchase Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License and Asset Purchase Agreements | License and Asset Purchase Agreements License and LUM-201 Asset Purchase Agreements In July 2018, the Company entered into an asset purchase agreement (the “APA”) with Ammonett and acquired substantially all of the assets related to LUM-201, which Ammonett licensed from Merck in October 2013 (the “Lumos Merck Agreement”). The Lumos Merck Agreement, which grants Lumos (as successor in interest to Ammonett) worldwide, exclusive, sublicensable (subject to Merck’s consent in the United States, major European countries and Japan, such consent not to be unreasonably withheld) rights under specified patents and know-how to develop, manufacture and commercialize LUM-201 for any and all indications, excluding Autism Spectrum Disorders as defined in the Fifth Edition of the Diagnostic and Statistical Manual of Mental Disorders. On August 12, 2020, we entered into Amendment No. 1 to the Lumos Merck Agreement with Merck (the “Lumos Merck Agreement Amendment”). Pursuant to the Lumos Merck Agreement Amendment, we obtained from Merck a worldwide, non-exclusive, sublicensable (subject to Merck’s consent in the United States, specified major European countries and Japan, such consent not to be unreasonably withheld) license under the specified patents and know-how that are the subject of our exclusive license to develop, manufacture and commercialize LUM-201 for diagnostic purposes, excluding Autism Spectrum Disorders. Under the APA, the Company paid Ammonett an upfront fee of $3.5 million which was recorded as research and development expense in 2018. The Company may also incur development milestone payments totaling up to $17.0 million for achievement of specified milestones on the first indication that Lumos pursues and up to $14.0 million for achievements of specified milestones on the second indication that Lumos pursues, sales milestone payments totaling up to $55.0 million on worldwide product sales, and royalty payments based on worldwide product sales, as discussed below. Under the Lumos Merck Agreement, Lumos will be required to pay Merck substantial development milestone payments for achievement of specified milestones relating to each of the first and second indications. Total potential development milestone payments are required of up to $14 million for the first indication that Lumos pursues and up to $8.5 million for the second indication that Lumos pursues. Tiered sales milestone payments totaling up to $80.0 million are required on worldwide net product sales up to $1.0 billion, and substantial royalty payments based on product sales are required if product sales are achieved. If product sales are ever achieved, Lumos is required to make royalty payments under both the APA and the Lumos Merck Agreement collectively of 10% to 12% of total annual product net sales, subject to standard reductions for generic erosion. The royalty obligations under the Lumos Merck Agreement are on a product-by-product and country-by-country basis and will last until the later of expiration of the last licensed patent covering the product in such country and expiration of regulatory exclusivity for such product in such country. The royalty obligations under the APA are on a product-by-product and country-by-country basis for the duration of the royalty obligations under the Merck License and thereafter until the expiration of the last patent assigned to Lumos under the APA covering such product in such country. The Lumos Merck Agreement shall continue in force until the expiration of royalty obligations on a country-by-country and product-by-product basis, or unless terminated by Lumos at will by submitting 180 days’ advance written notice to Merck or by either party for the other party’s uncured material breach or specified bankruptcy events. Upon expiry of the royalty obligations the Lumos Merck Agreement converts to a fully paid-up, perpetual non-exclusive license. If the Lumos Merck Agreement is terminated, and upon Merck’s written request, Lumos is obligated to use reasonable and diligent efforts to assign to Merck any sublicenses previously granted by Lumos. License and PRV Asset Purchase Agreements In November 2014, NewLink entered into a worldwide license and collaboration agreement (the “NewLink Merck Agreement”), with Merck, to develop and potentially commercialize its Ebola vaccine rVSV∆G-ZEBOV that it licensed from the Public Health Agency of Canada (“ PHAC ”). rVSV∆G-ZEBOV was also eligible to receive a PRV if approval was granted by the U.S. Food and Drug Administration (the “FDA”), with the Company entitled to 60% and Merck entitled to the remaining 40% of the PRV value obtained through sale, transfer or other disposition of the PRV. On December 20, 2019, Merck announced that the FDA approved its application for ERVEBO® (Ebola Zaire Vaccine, Live) for the prevention of disease caused by Zaire Ebola virus in individuals 18 years of age and older. On July 27, 2020, Lumos and Merck entered into the asset purchase agreement (the “PRV Asset Purchase Agreement”), whereby Lumos and Merck each agreed that Merck would purchase the PRV from the Company for $100.0 million. Merck will pay the Company $60 million, representing its share of the purchase price in two installments. The $35.7 million liability, representing the portion of the PRV value to which Merck was entitled, was also extinguished through the PRV Asset Purchase Agreement. The first installment of $34.0 million was received by the Company at the closing during the three months ended September 30, 2020 and the second installment of $26.0 million was received on January 11, 2021 and is recorded within other receivables on the consolidated balance sheets. We recognized a gain of $6.3 million, net of $1.5 million in costs incurred, from the sale of the PRV and such gain is recorded within other income, net on the consolidated statements of operations. Under the NewLink Merck Agreement, as amended , the Company has the potential to earn royalties on sales of the vaccine in certain countries, if the vaccine is successfully commercialized by Merck. However, we believe that the market for the vaccine will be limited primarily to areas in the developing world that are excluded from royalty payment or where the vaccine is donated or sold at low or no margin, and therefore we do not expect to receive material royalty payments from Merck in the foreseeable future. For the year ended December 31, 2020, the Company recognized revenues of $168,000 for work the Company performed in relation to ERVEBO®, as a subcontractor of Merck . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company has certain facility leases with non-cancellable terms ranging between one The Company records lease liabilities based on the present value of lease payments over the lease term using an incremental borrowing rate to discount its lease liabilities, as the rate implicit in the lease is typically not readily determinable. To compute the present value of the lease liability, the Company used a weighted-average discount rate of 5%. Certain lease agreements include renewal options that are under the Company’s control. The Company includes optional renewal periods in the lease term only when it is reasonably certain that the Company will exercise its option. The weighted-average remaining lease term as of December 31, 2020 is less than 1.0 year. The Company does not separate lease components from non-lease components. Variable lease payments include payments to lessors for taxes, maintenance, insurance and other operating costs as well as payments that are adjusted based on an index or rate. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. Future minimum lease payments under the non-cancellable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2020 are as follows (in thousands), excluding option renewals: For the Year Ended December 31: 2021 $ 278 Total future minimum lease payments 278 Less: Imputed interest (5) Unamortized lease incentive 46 Total $ 319 |
Stock-Based Compensation and Em
Stock-Based Compensation and Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation and Employee Benefit Plans | Stock-Based Compensation and Employee Benefit Plans Stock Options and Performance Stock Options In 2012, Private Lumos adopted the 2012 Equity Incentive Plan (“2012 Plan”), and in 2016 it adopted the 2016 Stock Plan (“2016 Plan” and together with the 2012 Plan, the “Plans”). In connection with the Merger, all outstanding options under the Plans were assumed and such assumed options may be exercised to purchase common stock of the Company after the Merger. Subsequent to the Merger, the Plans were terminated as to future awards . In connection with the Merger, the Company assumed NewLink’s 2009 Equity Incentive Plan which was effective since July 2009 and was subsequently amended on May 9 , 2019 (the “2019 Plan”) . The 2019 Plan has a 10 year term from the Board adoption date of March 22, 2019 and on January 1 of each year through January 1, 2029, in accordance with an “evergreen provision”, a number of shares of common stock in an amount equal to 3% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year or such lesser amount of shares (or no shares) approved by the Board, will be added to the shares reserved under the 2019 Plan. The 2019 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards and stock appreciation rights to officers, employees, members of the Board, advisors, and consultants to the Company . As of December 31, 2020, we had 519,888 shares available for grant under the 2019 Plan. In connection with the Merger , the Company re-valued the assumed stock options, and it did not result in a material incremental expense for the year ended December 31, 2020. The table below summarizes the stock option activity, including options with market and performance conditions and options outstanding at beginning of the period for NewLink and Private Lumos , for the year ended December 31, 2020: Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at beginning of period 596,312 $ 30.76 5.0 Options granted 523,604 8.32 Options exercised (10,533) 11.00 Options forfeited (2,052) 20.90 Options expired (148,386) 89.92 Outstanding at end of period 958,945 $ 9.59 7.6 Options exercisable at end of period 397,705 $ 10.05 5.6 The weighted-average assumptions used to value the stock options using the Black-Scholes option-pricing were as follows : Risk-free interest rate 0.35% to 0.49% Expected dividend yield —% Expected volatility 86.1% to 89.5% Expected term (in years) 5.8 to 6.1 Weighted-average grant-date fair value per share $5.96 Restricted Stock Units The table below summarizes the restricted stock units activity for the year ended December 31, 2020: Number of restricted shares Weighted average grant date fair value Unvested at beginning of period 210 $ 312.94 Granted 73,987 7.90 Vested (443) 159.10 Forfeited/cancelled — — Unvested at end of period 73,754 $ 7.86 2010 Non-Employee Directors’ Stock Award Plan In connection with the Merger , the Company assumed NewLink’s 2010 Non-Employee Directors’ Stock Award Plan (the “Directors’ Plan”) which was effective on November 10, 2011. As of December 31, 2020, 2,166 shares remain available for grant under the Directors ’ Plan. 2010 Employee Stock Purchase Plan In connection with the Merger , the Company assumed NewLink’s 2010 Employee Stock Purchase Plan (the “2010 Purchase Plan”), which was effective on November 10, 2011. As of December 31, 2020, 695 shares remain available for issuance under the 2010 Purchase Plan. Share-Based Compensation Expense Stock-based compensation expenses included in the Company’s consolidated statements of operations for the year ended December 31, 2020 and 2019 were (in thousands): Year Ended December 31, 2020 2019 Research and development $ 132 $ — General and administrative 942 179 Total $ 1,074 $ 179 As of December 31, 2020, we had unrecognized compensation cost of $3.5 million and the weighted-average period over which it is expected to be recognized is 3.1 years. Employee Benefit Plans The Company sponsors a 401(k) plan that provides for a defined annual employer contribution. The Company’s defined contribution was $0.2 million for the year ended December 31, 2020. The Company also made a discretionary contribution to the plan of $0.1 million for the year ended December 31, 2020. The Company did not maintain a 401(k) plan for the year ended December 31, 2019. |
Long-Term Debt and Conversion t
Long-Term Debt and Conversion to Royalty Obligation | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Conversion to Royalty Obligation | Long-Term Debt and Conversion to Royalty ObligationIn March 2005, NewLink entered into a $6.0 million forgivable loan agreement with the Iowa Department of Economic Development (the “IDED”). Under the agreement, in the absence of default, there were no principal or interest payments due until the completion date for the project. This loan was converted into a royalty obligation under the terms of a settlement agreement entered into on March 26, 2012, with the Iowa Economic Development Authority, as successor in interest to the IDED. As no payments are expected in the next 12 months, the entire royalty obligation of $6.0 million, which we assumed in connection with the Merger, is considered as long-term liability as of December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the year ended December 31, 2020, the Company recorded a benefit of $14.0 million. For the year ended December 31, 2019, the Company had no income tax expense or benefit. The income tax benefit is as follows (in thousands): Year Ended December 31, 2020 2019 Current tax benefit - U. S. federal $ 4,473 $ — Deferred tax benefit - U. S. federal 7,980 — Deferred tax benefit - state and local 1,520 — Total income tax benefit $ 13,973 $ — On March 25, 2020, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law to provide emergency assistance to affected individuals, families, and businesses. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses. The CARES Act amends the net operating losses (“NOLs”) provisions of the Tax Cut and Jobs Act of 2017 (the “Tax Act”), providing for a five-year carryback for NOLs generated in tax years beginning after December 31, 2017 and before January 1, 2021. A tax benefit of $4.5 million related to pre-tax NOLs was carried back to each of the five taxable years to fully offset taxable income. The Company received the full refund in July 2020. The income tax benefit for the year ended December 31, 2020 differs from the amount that would be expected after applying the statutory U.S. federal income tax rate primarily due to the change in the valuation allowance offset by the capital loss in a foreign subsidiary, $9.5 million recognized for the tax benefit of current year tax losses and certain historical tax attributes realized as of the date of the Merger, both benefited from the deferred tax liability recorded for the step up in book basis over tax basis for the net value of the PRV and its subsequent sale and taxable gain and $4.5 million of current tax benefit related to carry back of NOL under the CARES Act. The income tax amount for the year ended December 31, 2019 differs from the amount that would be expected after applying the statutory U.S. federal income tax rate primarily due to change in valuation allowance. The tax effects of temporary differences that give rise to significant portions of deferred tax assets and the deferred tax liability at December 31, 2020 and 2019 are presented below (in thousands): Year Ended December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 27,441 $ 8,768 Federal research and development tax credits 34,238 — Share-based compensation 624 — Capital loss carryforwards 41,399 — Deferred rent 109 — Accrued compensation 361 — Charitable contributions 25 — Leasehold improvements and equipment 1,648 — Amortization — 733 Other — 90 Gross deferred tax assets 105,845 9,591 Less: valuation allowance (105,272) (9,591) Total deferred tax assets 573 — Deferred tax liability: Capital gain on PRV (573) — Net deferred tax assets $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax assets, the net deferred tax assets are fully offset by a valuation allowance at December 31, 2020 and 2019. The valuation allowance increased by $95.7 million and $1.8 million during the years ended December 31, 2020 and 2019, respectively. Based on Section 382 ownership change analyses through March 18, 2020, as a result of the Merger, both historical NewLink and Private Lumos experienced Section 382 ownership changes on March 18, 2020; accordingly, NOL carryforwards are limited. As of December 31, 2020, the Company had federal operating loss carryforwards of approximately $104.4 million, federal capital loss carryforwards of approximately $165.6 million and federal research credit carryforwards of approximately $34.2 million and begin expiring in 2021. A reconciliation of income taxes at the statutory federal income tax rate to net income tax benefit included in the accompanying consolidated statements of operations is set forth in the following table: Year Ended December 31, 2020 2019 U.S. federal income tax benefit at the statutory rate (21.00) % (21.00) % State income taxes, net of federal taxes (50.50) — Loss in foreign subsidiary (177.31) — Carry-back of federal net operating loss (22.78) — Change in valuation allowance 203.25 18.34 Other (2.82) 2.66 Effective income tax rate (71.16) % — % The Company accounts for the effect of any uncertain tax positions based on a more likely than not threshold to the recognition of the tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. If a tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax position is estimated based on a cumulative probability assessment that aggregates the estimated tax liability for all uncertain tax positions. Interest and penalties assessed, if any, are accrued and recorded in either interest expense or miscellaneous expense, respectively in the consolidated statement of operations. The Company has a reserve for uncertain tax positions related to state tax matters of $0.7 million as of December 31, 2020 recorded within accrued expenses in the accompanying consolidated balance sheets, which includes the accrual of immaterial amounts for interest and penalties since the Merger. No amounts were accrued for uncertain tax positions as of December 31, 2019. The Company does not expect the amount to change significantly within the next 12 months. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock The Company's common stock trades on the Nasdaq under the symbol “LUMO.” Our shareholders are entitled to one vote for each share of common stock held on all matters to be voted on by shareholders. We have 75,000,000 authorized common shares, par value of $0.01 per share. The holders of common stock are entitled to one vote per share on all matters to be voted upon by the Company stockholders. On December 30, 2020, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as agent (the “Agent”), pursuant to which the Company may offer and sell from time to time through the Agent up to $50.0 million of shares of the Company’s common stock, $0.01 par value (the “Shares”). The offering and sale of the Shares has been registered under the Securities Act of 1933, as amended (the “Securities Act”). Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law and deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq, on any other existing trading market for the Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law. The Company will notify the Agent of the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made. The Company will pay the Agent a commission of up to 3.0% of the gross sales price of the Shares sold through it under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by the Agent in connection with the offering. The Sales Agreement may be terminated by the Agent or the Company at any time upon notice to the other party, as set forth in the Sales Agreement, or by the Agent at any time in certain circumstances, including the occurrence of a material and adverse change in the Company’s business or financial condition that makes it impractical or inadvisable to market the shares or to enforce contracts for the sale of the Shares. As of December 31, 2020, no shares have been issued under the Sales Agreement. On September 27, 2019, the Company repurchased 176,623 shares of common stock from two stockholders for an aggregate amount of $20. The repurchased shares of common stock were cancelled upon consummation of the Merger. Preferred Stock The Company's amended and restated certificate of incorporation authorizes the issuance of 5,000,000 shares of preferred stock, par value $0.01 per share. Our Board is empowered, without shareholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of common stock. As of December 31, 2020, the Company had no outstanding preferred stock. Series A and Series B Redeemable Convertible Preferred Stock Prior to the Merger, Private Lumos raised $17.0 million at various times through the issuance of 11,204,513 shares of Series A Preferred Stock and in April 2016, Private Lumos issued 9,966,288 shares of Series B Preferred Stock and raised $34.0 million. As of December 31, 2019, the liquidation value of Series A Preferred Stock and Series B Preferred Stock was $21.9 million and $41.6 million, respectively. Under the terms of the Merger, Private Lumos preferred stockholders received an aggregate of 2,968,465 shares of NewLink common stock (after giving effect to the reverse split) for each share of outstanding Series A Preferred Stock and Series B Preferred Stock of Private Lumos converted at an exchange ratio of 0.0873621142 and 0.1996348626 , respectively . Significant provisions of the Series A Preferred Stock and Series B Preferred Stock are as follows: (a) Dividends From the date of issuance of shares of Series A Preferred Stock, dividends shall accrue equal to 6% of the Original Issue Price. The Original Issue Price for the Series A Initial Closing, Second Closing, Third Closing, and Milestone Closing is $1.49 per share (the “Series A Original Issue Price”). Private Lumos shall not pay any dividends on stock of any other class or series of stock in any calendar year unless the holders of shares of Series B Preferred Stock then outstanding shall first receive a dividend on each share of outstanding stock of Series B equal to 6% of the Original Issue Price. The Original Issue Price for the Series B is $3.41 per share (the “Series B Original Issue Price”). Private Lumos has no obligation to pay such dividends except when, as and if declared by the board of directors (the “Private Lumos Board”). If after the dividends in the full preferential amount described above have been paid in any calendar year, the Private Lumos Board shall declare additional dividends, then such additional dividends shall be declared pro rata on the shares of common and preferred stock on a pari passu basis according to the number of shares of common stock held by such holders. For this purpose, each holder of shares of preferred stock is to be treated as holding the greatest whole number of shares of common stock then issuable upon conversion of all shares of preferred stock held by such holder. Since inception, Private Lumos has not declared or paid any dividends. (b) Voting Each holder of outstanding shares of preferred stock has voting rights equal to an equivalent number of shares of common stock into which it is convertible and votes together as one class along with the common stock. The holders of the shares of preferred stock have the right to vote on all significant matters as to which holders of shares of common stock have the right to vote. For as long as at least 15% of the authorized shares of preferred stock remain outstanding, Private Lumos must obtain the affirmative vote or written consent by at least a majority of the then outstanding shares of Series A and Series B Preferred Stock, along with the Private Lumos Board consent to consummate significant transactions, including, but not limited to, the authorization and issuance of additional stock or stock classes, changing the legal form of Private Lumos, and the approval of a deemed liquidation event. (c) Liquidation In the event of any voluntary or involuntary liquidation, dissolution, or winding up of Private Lumos, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of Private Lumos before any payment shall be made to the holders of shares of Series A Preferred Stock or common stock. The holders of the shares of Series B Preferred Stock shall receive the greater of i) the Series B Original Issue Price per share plus all unpaid accruing dividends, declared or not, on such shares of preferred stock or ii) the amount per share that would have been payable had all preferred stock been converted into common stock immediately prior to such liquidation, dissolution, or winding up. After the payments to the holders of Series B Preferred Stock, the holders of shares of Series A Preferred Stock are entitled to be paid out of the assets of Private Lumos before any payment shall be made to the holders of shares of common stock. The holders of the shares of Series A Preferred Stock shall receive the greater of i) the Series A Original Issue Price per share plus all unpaid accruing dividends, declared or not, on such shares of preferred stock or ii) the amount per share that would have been payable had all preferred stock been converted into common stock immediately prior to such liquidation, dissolution, or winding up. Liquidation payments to preferred stockholders are payable in preference and priority to any payments made to the holders of the then outstanding shares of common stock and any equity securities ranking junior to the preferred stock. After the payments to the holders of Series B Preferred Stock and Series A Preferred Stock, the remaining assets of Private Lumos available for distribution shall be distributed among the holders of shares of Series B Preferred Stock, Series A Preferred Stock and the common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock immediately prior to such liquidation, dissolution or winding up of Private Lumos; provided, however, that each holder of Series A Preferred Stock and Series B Preferred Stock shall not receive aggregate distributions greater than three times the application Original Issue Price. (d) Redemption Upon the request from the holders of a majority of the outstanding shares of preferred stock, including the holders of at least 32.3% of the outstanding shares of Series B Preferred Stock, the Series A and B Preferred Stock would be redeemed by Private Lumos at a price per share equal to the Series A and Series B Preferred Stock Original Issue Price plus all unpaid accruing dividends, declared or not, in three equal annual installments commencing not more than 60 days after the sixth anniversary of issuance of the shares of Series B Preferred Stock in April 2016. Holders may elect a redemption request at any time after April 4, 2023 or upon a deemed liquidation event. Private Lumos has classified the Series A and B Preferred Stock as temporary equity outside of the Stockholders’ Deficit based on the premise that these instruments provide the holder with the option to redeem at a determinable price, and have reflected the value to accreted redemption value at the end of the reporting period. (e) Conversion Each share of Series A and Series B Preferred Stock is convertible at the option of the holder, at any time into that number of fully paid and nonassessable shares of common stock determined by dividing the Original Issue Price of the convertible preferred stock by the conversion price in effect on the date of conversion. |
Net Loss per Share of Common St
Net Loss per Share of Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock Basic loss per share is based upon the weighted-average number of shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted loss per share is based upon the weighted-average number of common shares outstanding during the period plus additional weighted-average potentially dilutive common stock equivalents during the period when the effect is dilutive. The following table presents the computation of basic and diluted income (loss) per share of common stock (in thousands, except share and per share data) and the number of unexercised stock options and restricted stock units, which are common stock equivalents, that have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for all periods presented: Year Ended December 31, 2020 2019 Net loss $ (5,663) $ (9,705) Accretion of preferred stock to current redemption value (651) (3,040) Net loss attributable to common shareholders $ (6,314) $ (12,745) Weighted-average shares outstanding - Basic and diluted 6,777,932 1,302,390 Net loss per share - Basic and diluted $ (0.93) $ (9.79) Anti-dilutive stock options 958,945 206,560 Anti-dilutive restricted stock units 73,754 — Total anti-dilutive common stock equivalents excluded 1,032,699 206,560 |
Restructuring and Severance Cha
Restructuring and Severance Charges | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Severance Charges | Restructuring and Severance Charges The Company records liabilities for costs associated with exit or disposal activities in the period in which the liability is incurred. Employee severance costs are accrued when the restructuring actions are probable and estimable. Costs for one-time termination benefits in which the employee is required to render service until termination in order to receive the benefits, is recognized ratably over the future service period. The Company also records costs incurred with contract terminations associated with restructuring activities. On September 30, 2019, prior to the Merger, NewLink adopted a restructuring plan to reduce its headcount by approximately 60%, which consisted primarily of clinical and research and development staff, and made several changes to senior leadership in order to conserve resources. In addition to the restructuring, Charles J. Link, Jr., M.D. retired from his positions as Chairman, Chief Executive Officer and Chief Science Officer of NewLink and as a member of the board of directors, effective August 3, 2019, and Nicholas Vahanian retired from his position as the President and as a member of the board of directors, effective September 27, 2019, and his employment with NewLink ended on November 8, 2019. In conjunction with the restructuring and departure of the Company executives in 2019, NewLink recorded restructuring and severance charges of $5.6 million during the year ended December 31, 2019. The following table shows the amount accrued for restructuring activities which is recorded within accrued expenses in the consolidated balance sheets (in thousands): Total Employee Severance Cost NewLink’s accrued balance as of December 31, 2019 $ 4,700 Expensed — Cash payments 4,641 Balance as of December 31, 2020 $ 59 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, claims are asserted against the Company arising in the ordinary course of business. In the opinion of management, liabilities, if any, arising from existing claims are not expected to have a material effect on the Company’s earnings, financial position, or liquidity. On or about May 12, 2016, Trevor Abramson filed a putative securities class action lawsuit in the United States District Court for the Southern District of New York (the “Court for the Southern District of NY”), captioned Abramson v. NewLink Genetics Corp., et al., Case 1:16-cv-3545 (the “Securities Action”). Subsequently, the Court for the Southern District of NY appointed Michael and Kelly Nguyen as lead plaintiffs and approved their selection of Kahn, Swick & Foti, LLC as lead counsel in the Securities Action. On October 31, 2016, the lead plaintiffs filed an amended complaint asserting claims under the federal securities laws against the Company, the Company’s former Chief Executive Officer Charles J. Link, Jr., and the Company’s former Chief Medical Officer and President Nicholas Vahanian, (collectively, the “Defendants”). The amended complaint alleges the Defendants made material false and/or misleading statements that caused losses to the Company’s investors. The Defendants filed a motion to dismiss the amended complaint on July 14, 2017. On March 29, 2018, the Court for the Southern District of NY dismissed the amended complaint for failure to state a claim, without prejudice, and gave the lead plaintiffs until May 4, 2018 to file any amended complaint attempting to remedy the defects in their claims. On May 4, 2018, the lead plaintiffs filed a second amended complaint asserting claims under the federal securities laws against the Defendants. Like the first amended complaint, the second amended complaint alleges that the Defendants made material false and/or misleading statements or omissions relating to the Phase 2 and 3 trials and efficacy of the product candidate algenpantucel-L that caused losses to the Company’s investors. The lead plaintiffs do not quantify any alleged damages in the second amended complaint but, in addition to attorneys’ fees and costs, they sought to recover damages on behalf of themselves and other persons who purchased or otherwise acquired the Company’s stock during the putative class period of September 17, 2013 through May 9, 2016, inclusive, at allegedly inflated prices and purportedly suffered financial harm as a result. The Defendants filed a motion to dismiss the second amended complaint on July 31, 2018. On February 13, 2019, the Court for the Southern District of NY dismissed the second amended complaint for failure to state a claim, with prejudice, and closed the case. On March 14, 2019, lead plaintiffs filed a notice of appeal. The briefing on lead plaintiffs' appeal was completed in early July 2019 and oral argument before the Second Circuit Court of Appeals was held on October 21, 2019. In an opinion dated July 13, 2020, the Second Circuit Court of Appeals affirmed the district court’s dismissal of the second amended complaint in part, vacated the district court’s dismissal of the second amended complaint in part, and remanded the matter to the district court for further proceedings. On August 6, 2020, the Defendants filed a Petition for Rehearing en banc requesting reconsideration of portions of the opinion from the Second Circuit Court of Appeals. The Second Circuit Court of Appeals denied the Petition on September 8, 2020 and issued a mandate to the Court for the Southern District of NY on September 15, 2020. On December 16, 2020, the Company reached a settlement in principle to fully resolve the Securities Action. The agreement, which is subject to final documentation, court approval and certain other conditions, provides in part for a settlement payment in exchange for the dismissal and a release of all claims against the Defendants in connection with the securities class action suit. The full amount of the settlement payment is expected to be paid by the Company’s insurance provider under its insurance policy. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn February 4, 2021, Eugene P. Kennedy, M.D., notified the Company that he would be resigning from his position as the Company's Chief Medical Officer effective March 6, 2021 to assume a position with another company focusing on oncology. As per the terms of Dr. Kennedy's employment agreement relating to change in control benefits, the Company will pay approximately $0.7 million, accelerate vesting of all non-vested equity awards and allow for a twenty four month extension of the exercise period after the separation date to exercise any vested equity awards. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements include the accounts of Lumos and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). All significant intercompany accounts and transactions are eliminated in consolidatio n. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in the accompanying consolidated financial statements. The Merger was accounted for as a reverse asset acquisition. Private Lumos is deemed to be the accounting acquirer for accounting purposes and NewLink the accounting acquiree. Accordingly, for accounting purposes: (i) the assets acquired and liabilities assumed were recorded based on their estimated fair values on the Merger date, (ii) the reported historical operating results of the combined company prior to the Merger will be those of Private Lumos and not of NewLink after retroactively giving effect to the common stock exchange ratio, reverse stock split and change in par value for all periods presented, and (iii) for periods prior to the transaction, shareholders’ authorized capital of the combined company is presented based on the historical authorized capital of NewLink. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and the disclosure of contingent assets and liabilities in the Company ’s financial statements and accompanying notes. Significant management estimates that affect the reported amounts of assets and liabilities include useful lives of property and equipment, stock-based compensation, accruals for clinical trials and deferred tax assets. While we believe that the estimates and assumptions used in preparation of our consolidated financial statements based on our knowledge of current events and actions that we may undertake in the future are appropriate, actual results could differ from those estimates, and any such differences may be material. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash, money market funds and all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Cash and cash equivalents of $98.7 million and $5.0 million at December 31, 2020 and 2019, respectively, consist of balances in checking and money market accounts. |
Property and Equipment | Property and Equipment Leasehold improvements and equipment are capitalized as the Company believes they have alternative future uses and are stated at cost. Depreciation on all leasehold improvements and equipment is calculated on the straight-line method over the shorter of the lease term or estimated useful life of the asset. Computer equipment has useful lives of three Long-lived assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future net undiscounted cash flows expected to be generated by the asset group, primarily relating to proceeds for selling the assets. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Asset Acquisitions | Asset Acquisitions A key provision within Topic 805 , Business Combinations, is the single or similar asset threshold. When substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the acquired set is not a business. In evaluating the Merger, the Company concluded that virtually all the value was concentrated in the acquired PRV asset and accounted for the transaction as an asset acquisition. (See Note 3.) |
Acquired In-process Research and Development | Acquired in-process research and development (“IPR&D”) expense consists of the initial up-front payments incurred in connection with the acquisition or licensing of product candidates that do not meet the definition of a business under ASC 805, Business Combinations . |
Asset Held for Sale | Asset Held for Sale Judgment is required in determining whether an asset meets the criteria for classification as “ assets held for sale ” in the consolidated financial statements. Criteria considered by management include the existence of and commitment to a plan to dispose of the assets, the expected selling price of the assets, the expected timeframe of the completion of the anticipated sale and the period of time any amounts have been classified within assets held for sale. The Company reviews the criteria for assets held for sale each period and reclassifies such assets as appropriate. We classified the PRV that was carried at its original fair value less cost to sell as held for sale as of June 30, 2020. The PRV was sold on July 27, 2020 (see Note 4.) |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company ’ s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term. (See Note 5.) |
Expenses Accrued Under Contractual Arrangements with Third Parties; Accrued Clinical Expenses | Expenses Accrued Under Contractual Arrangements with Third Parties; Accrued Clinical Expenses The Company estimates its accrued expenses through a process of reviewing open contracts and purchase orders, communicating with personnel to identify services that have been performed and estimating the level of service performed and the associated cost incurred for the service that may not be invoiced from the provider. The estimates of accrued expenses as of each balance sheet date are based on facts and circumstances known at that time. Such estimates are periodically confirmed with the service providers to verify accuracy. The Company bases its expenses related to clinical trials on estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations that conduct and manage clinical trials on behalf of the Company. Invoicing from third-party contractors for services performed can lag several months. The Company accrues the costs of services rendered in connection with third-party contractor activities based on its estimate of management fees, site management and monitoring costs and data management costs as contracted. Differences between actual clinical trial costs and estimated clinical trial costs are adjusted for in the period in which they become known through operations. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operating results in the period that includes the enactment date. Management assesses the realizability of deferred |
Share-based Compensation | Share-Based Compensation Stock options and performance stock options The Company recognizes compensation costs related to stock options granted to employees and non-employees based on the estimated fair value of the awards on the date of grant. The Company estimates the grant date fair value, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The Company records forfeitures as they are incurred. The grant date fair value of the stock options is expensed on a straight-line basis over the applicable vesting period, which generally is four years. The fair value of performance-based stock options is recognized as compensation expense beginning at the time in which the performance conditions are deemed probable of achievement, over the remaining requisite service period. The assumptions used in Black-Scholes option-pricing model are as follows: • Exercise price . If Incentive Stock Options are granted to a 10% stockholder in the Company, the exercise price shall not be less than 110% of the common stock’s fair market value on the date of grant. • Fair Market Value of Common Stoc k. As Private Lumos’ common stock has not historically been publicly traded, Private Lumos has periodically estimated the fair market value of common stock after considering, among other things, contemporaneous valuations of its common and preferred stock prepared by unrelated third-party valuation firms in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Subsequent to the Merger, the grant date fair market value is the quoted market price of the Company's common stock. • Expected term . The expected term of stock options represents the period that the stock options are expected to remain outstanding and is based on vesting terms, exercise term and contractual lives of the options. The expected term is based on the simplified method and is estimated as the average of the weighted average vesting term and the time to expiration as of the grant date. • Expected volatility . As the Company does not have sufficient historical stock price information to meet the expected life of the stock option grants, it uses a blended volatility based on the trading history from the common stock of a set of comparable publicly-listed biopharmaceutical companies. Volatility for employee stock purchase plan (“ESPP”) shares is equal to the Company’s historical volatility over the six-month offering period. • Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield with a maturity equal to the expected term of the stock options in effect at the time of grant. • Dividend yield . The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plan to pay any dividends on its common stock. Restricted stock units Service-based restricted stock units are valued using the market price of our common stock on the grant date. The grant date fair value of the restricted stock units is expensed on a straight-line basis over the applicable vesting period, which generally is four years. |
Financial Instruments | Financial Instruments and Concentrations of Credit Risk The Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy, which establishes three levels of inputs that may be used to measure fair value, as follows: • Level I: Inputs which include quoted prices in active markets for identical assets and liabilities. • Level II: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, the Company’s cash and cash equivalents balance exceeds the federally insured limits. To limit the credit risk, the Company invests its excess cash primarily in high quality securities such as money market funds. |
Net Loss Per Share | Net Loss Per ShareBasic net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share reflects the potential dilution, using the treasury stock method. |
Revenue Recognition | Revenue RecognitionRevenue is recognized when control of the promised goods is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist primarily of employee-related expenses, which include salaries, bonuses, benefits and share-based compensation; manufacturing-related costs; clinical trial expenses which include expenses incurred under agreements with contract research organizations, investigative sites and consultants that conduct our clinical trials; facilities, depreciation of fixed assets and other allocated expenses, which include direct and allocated expenses for rent and maintenance of research facilities and equipment; license fees for and milestone payments related to in-licensed products and technology; and costs associated with non-clinical activities and regulatory approvals. Advance payments for goods or services to be rendered in the future for use in research and development activities are deferred and recorded as a prepaid asset. The deferred amounts are expensed as the related goods are delivered or the services are performed. |
Patents | Patents The Company generally applies for patent protection on processes and products. Patent application costs are expensed as incurred as a component of general and administrative expense, as recoverability of such expenditures is uncertain. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of a specified effective date, if applicable to us. In December 2019, the FASB issued ASU 2019-12, Income Taxes (“ASC 740”) , which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for calendar-year public business entities in 2021 and interim periods within that year. Early adoption is permitted. The Company does not expect adoption of this new guidance will have a material impact on its financial position or results of operations. |
NewLink Merger (Tables)
NewLink Merger (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Acquired Net Assets | The following table summarizes the estimated fair value of the assets acquired and liabilities assumed on March 18, 2020, the date of the Merger (in thousands): Assets acquired: Cash and cash equivalents $ 84,179 Prepaid and other current assets 2,999 Income tax receivable 192 Property and equipment 1,020 Economic interest in PRV 87,920 Other intangible assets 426 Other non-current assets 517 Total Assets Acquired 177,253 Liabilities assumed: Accounts payable 285 Accrued expenses and other current liabilities 8,788 PRV-related liability owed to Merck 35,720 Royalty obligation payable to Iowa Economics Development Authority 6,000 Deferred tax liability 9,500 Other long-term liabilities 12 Total liabilities assumed 60,305 Total net assets acquired $ 116,948 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Maturity of Operating Lease Liabilities | Future minimum lease payments under the non-cancellable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2020 are as follows (in thousands), excluding option renewals: For the Year Ended December 31: 2021 $ 278 Total future minimum lease payments 278 Less: Imputed interest (5) Unamortized lease incentive 46 Total $ 319 |
Stock-Based Compensation and _2
Stock-Based Compensation and Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Activity | The table below summarizes the stock option activity, including options with market and performance conditions and options outstanding at beginning of the period for NewLink and Private Lumos , for the year ended December 31, 2020: Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at beginning of period 596,312 $ 30.76 5.0 Options granted 523,604 8.32 Options exercised (10,533) 11.00 Options forfeited (2,052) 20.90 Options expired (148,386) 89.92 Outstanding at end of period 958,945 $ 9.59 7.6 Options exercisable at end of period 397,705 $ 10.05 5.6 |
Assumptions Used in Black-Scholes Pricing Model for New Grants | The weighted-average assumptions used to value the stock options using the Black-Scholes option-pricing were as follows : Risk-free interest rate 0.35% to 0.49% Expected dividend yield —% Expected volatility 86.1% to 89.5% Expected term (in years) 5.8 to 6.1 Weighted-average grant-date fair value per share $5.96 |
Restricted Stock Activity | The table below summarizes the restricted stock units activity for the year ended December 31, 2020: Number of restricted shares Weighted average grant date fair value Unvested at beginning of period 210 $ 312.94 Granted 73,987 7.90 Vested (443) 159.10 Forfeited/cancelled — — Unvested at end of period 73,754 $ 7.86 2010 Non-Employee Directors’ Stock Award Plan In connection with the Merger , the Company assumed NewLink’s 2010 Non-Employee Directors’ Stock Award Plan (the “Directors’ Plan”) which was effective on November 10, 2011. As of December 31, 2020, 2,166 shares remain available for grant under the Directors ’ Plan. 2010 Employee Stock Purchase Plan In connection with the Merger , the Company assumed NewLink’s 2010 Employee Stock Purchase Plan (the “2010 Purchase Plan”), which was effective on November 10, 2011. As of December 31, 2020, 695 shares remain available for issuance under the 2010 Purchase Plan. |
Share-based Compensation Expense | Stock-based compensation expenses included in the Company’s consolidated statements of operations for the year ended December 31, 2020 and 2019 were (in thousands): Year Ended December 31, 2020 2019 Research and development $ 132 $ — General and administrative 942 179 Total $ 1,074 $ 179 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The income tax benefit is as follows (in thousands): Year Ended December 31, 2020 2019 Current tax benefit - U. S. federal $ 4,473 $ — Deferred tax benefit - U. S. federal 7,980 — Deferred tax benefit - state and local 1,520 — Total income tax benefit $ 13,973 $ — |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of deferred tax assets and the deferred tax liability at December 31, 2020 and 2019 are presented below (in thousands): Year Ended December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 27,441 $ 8,768 Federal research and development tax credits 34,238 — Share-based compensation 624 — Capital loss carryforwards 41,399 — Deferred rent 109 — Accrued compensation 361 — Charitable contributions 25 — Leasehold improvements and equipment 1,648 — Amortization — 733 Other — 90 Gross deferred tax assets 105,845 9,591 Less: valuation allowance (105,272) (9,591) Total deferred tax assets 573 — Deferred tax liability: Capital gain on PRV (573) — Net deferred tax assets $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income taxes at the statutory federal income tax rate to net income tax benefit included in the accompanying consolidated statements of operations is set forth in the following table: Year Ended December 31, 2020 2019 U.S. federal income tax benefit at the statutory rate (21.00) % (21.00) % State income taxes, net of federal taxes (50.50) — Loss in foreign subsidiary (177.31) — Carry-back of federal net operating loss (22.78) — Change in valuation allowance 203.25 18.34 Other (2.82) 2.66 Effective income tax rate (71.16) % — % |
Net Loss per Share of Common _2
Net Loss per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Common Share | The following table presents the computation of basic and diluted income (loss) per share of common stock (in thousands, except share and per share data) and the number of unexercised stock options and restricted stock units, which are common stock equivalents, that have been excluded from the diluted net loss calculation as their effect would have been anti-dilutive for all periods presented: Year Ended December 31, 2020 2019 Net loss $ (5,663) $ (9,705) Accretion of preferred stock to current redemption value (651) (3,040) Net loss attributable to common shareholders $ (6,314) $ (12,745) Weighted-average shares outstanding - Basic and diluted 6,777,932 1,302,390 Net loss per share - Basic and diluted $ (0.93) $ (9.79) Anti-dilutive stock options 958,945 206,560 Anti-dilutive restricted stock units 73,754 — Total anti-dilutive common stock equivalents excluded 1,032,699 206,560 |
Restructuring and Severance C_2
Restructuring and Severance Charges (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table shows the amount accrued for restructuring activities which is recorded within accrued expenses in the consolidated balance sheets (in thousands): Total Employee Severance Cost NewLink’s accrued balance as of December 31, 2019 $ 4,700 Expensed — Cash payments 4,641 Balance as of December 31, 2020 $ 59 |
Description of Business (Detail
Description of Business (Details) $ in Thousands | Jan. 11, 2021USD ($) | Jul. 27, 2020USD ($) | Mar. 19, 2020 | Mar. 18, 2020shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) |
Conversion of Stock [Line Items] | |||||||
Stock conversion ratio | 0.1111 | ||||||
Common stock, outstanding shares | shares | 8,292,803 | 8,305,269 | 1,177,933 | ||||
Cash and cash equivalents | $ | $ 98,679 | $ 4,952 | $ 14,022 | ||||
Private Lumos Stockholders | |||||||
Conversion of Stock [Line Items] | |||||||
Aggregate shares received (in shares) | shares | 2,968,465 | ||||||
Private Lumos Stockholders | NewLink Genetics | |||||||
Conversion of Stock [Line Items] | |||||||
Ownership percentage after transaction | 0.50 | ||||||
Former Stockholders | |||||||
Conversion of Stock [Line Items] | |||||||
Ownership percentage after transaction | 0.50 | ||||||
Merck | Held-for-sale or Disposed of by Sale | PRV Transfer Agreement | License and Collaborative Arrangement | |||||||
Conversion of Stock [Line Items] | |||||||
Cash from sale | $ | $ 34,000 | ||||||
Merck | Held-for-sale or Disposed of by Sale | PRV Transfer Agreement | License and Collaborative Arrangement | Subsequent Event | |||||||
Conversion of Stock [Line Items] | |||||||
Cash from sale | $ | $ 26,000 | ||||||
Common Stock | |||||||
Conversion of Stock [Line Items] | |||||||
Stock conversion ratio | 0.1308319305 | ||||||
Common Stock | Private Lumos Stockholders | |||||||
Conversion of Stock [Line Items] | |||||||
Aggregate shares received (in shares) | shares | 4,146,398 | ||||||
Series A redeemable convertible preferred stock | |||||||
Conversion of Stock [Line Items] | |||||||
Stock conversion ratio | 0.0873621142 | ||||||
Series B redeemable convertible preferred stock | |||||||
Conversion of Stock [Line Items] | |||||||
Stock conversion ratio | 0.1996348626 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Cash and cash equivalents | $ 98,679 | $ 4,952 | |
In-process research and development charge | $ 426 | $ 426 | $ 0 |
Award vesting period | 6 months | ||
Expected dividend rate (percent) | 0.00% | ||
Computer Equipment | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Useful life | 3 years | ||
Computer Equipment | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Useful life | 5 years | ||
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Award vesting period | 4 years | ||
Expected dividend rate (percent) | 0.00% | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Award vesting period | 4 years | ||
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
ESPP stock discount rate | 15.00% |
NewLink Merger (Details)
NewLink Merger (Details) | Mar. 19, 2020 | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 18, 2020USD ($)director |
Business Acquisition [Line Items] | |||||
Number of directors | director | 3 | ||||
In-process research and development charge | $ 426,000 | $ 426,000 | $ 0 | ||
Private Lumos Stockholders | |||||
Business Acquisition [Line Items] | |||||
Number of directors | director | 3 | ||||
Private Lumos Stockholders | NewLink Genetics | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage after transaction | 0.50 | ||||
Merck | License and Collaborative Arrangement | |||||
Business Acquisition [Line Items] | |||||
Estimated transaction price | $ 95,000,000 | ||||
Step up in basis in the PRV | 9,500,000 | ||||
Economic interest in PRV | 87,900,000 | ||||
PRV-related liability owed to Merck | 35,700,000 | ||||
Merck | License and Collaborative Arrangement | Minimum | |||||
Business Acquisition [Line Items] | |||||
Observed transaction price | 80,000,000 | ||||
Merck | License and Collaborative Arrangement | Maximum | |||||
Business Acquisition [Line Items] | |||||
Observed transaction price | 111,000,000 | ||||
NewLink Genetics | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | 84,179,000 | ||||
Prepaid and other current assets | 2,999,000 | ||||
Income tax receivable | 192,000 | ||||
Property and equipment | 1,020,000 | ||||
Economic interest in PRV | 87,920,000 | ||||
Other intangible assets | 426,000 | ||||
Other non-current assets | 517,000 | ||||
Total Assets Acquired | 177,253,000 | ||||
Accounts payable | 285,000 | ||||
Accrued expenses and other current liabilities | 8,788,000 | ||||
PRV-related liability owed to Merck | 35,720,000 | ||||
Royalty obligation payable to Iowa Economics Development Authority | 6,000,000 | ||||
Deferred tax liability | 9,500,000 | ||||
Other long-term liabilities | 12,000 | ||||
Total liabilities assumed | 60,305,000 | ||||
Total net assets acquired | $ 116,948,000 |
License and Asset Purchase Ag_2
License and Asset Purchase Agreements (Details) | Jan. 11, 2021USD ($) | Jul. 27, 2020USD ($)installment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 18, 2020 | Nov. 30, 2014 |
Deferred Revenue Arrangement [Line Items] | |||||||
Gain on sale of priority review voucher | $ 6,300,000 | $ 0 | |||||
Ammonett | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Upfront payments | $ 3,500,000 | ||||||
Acquisition development milestone payments | 17,000,000 | ||||||
Acquisition specific milestone payments | 14,000,000 | ||||||
Acquisition sales milestone payments | $ 55,000,000 | ||||||
Merck | License and collaboration revenue | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Grant revenue | 168,000 | ||||||
License and Collaborative Arrangement | Merck | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Collaborative arrangement development milestone payments | 14,000,000 | ||||||
Collaborative arrangement tiered sales milestone payments | 80,000,000 | ||||||
Collaborative arrangement second indication development milestone payments | 8,500,000 | ||||||
Net product sales milestone | $ 1,000,000,000 | ||||||
Value of PRV company is entitled to | 60.00% | ||||||
Value of PRV liability | 40.00% | ||||||
Value of PRV | $ 35,700,000 | ||||||
License and Collaborative Arrangement | Merck | Minimum | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Royalty obligation percent of annual product net sales | 10.00% | ||||||
License and Collaborative Arrangement | Merck | Maximum | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Royalty obligation percent of annual product net sales | 12.00% | ||||||
License and Collaborative Arrangement | Merck | Held-for-sale or Disposed of by Sale | PRV Transfer Agreement | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Value of PRV | 100,000,000 | ||||||
Gross proceeds from sale | $ 60,000,000 | ||||||
Number of installments | installment | 2 | ||||||
Cash from sale | $ 34,000,000 | ||||||
Gain on sale of priority review voucher | 6,300,000 | ||||||
Costs incurred from sale | $ 1,500,000 | ||||||
License and Collaborative Arrangement | Merck | Held-for-sale or Disposed of by Sale | PRV Transfer Agreement | Subsequent Event | |||||||
Deferred Revenue Arrangement [Line Items] | |||||||
Cash from sale | $ 26,000,000 |
Leases (Details)
Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Lessee, Lease, Description [Line Items] | |
Operating lease weighted average discount rate | 5.00% |
Operating lease weighted average remaining lease term | 1 year |
Operating Lease Liabilities Payments Due | |
2021 | $ 278 |
Total future minimum lease payments | 278 |
Less: imputed interest | (5) |
Unamortized lease incentive | 46 |
Total | $ 319 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Term of operating lease contract | 2 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Term of operating lease contract | 1 year |
Stock-Based Compensation and _3
Stock-Based Compensation and Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | May 09, 2019 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Unrecognized compensation cost | $ 3.5 | |
Weighted average vesting period for non-vested option awards, in years | 3 years 1 month 6 days | |
Defined contribution | $ 0.2 | |
Discretionary contribution amount | $ 0.1 | |
2009 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Plan term | 10 years | |
Evergreen increase (percent) | 3.00% | |
Number of shares remained available for issuance | 519,888 | |
2010 Non-Employee Directors' Stock Option Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of shares remained available for issuance | 2,166 | |
2010 Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of shares remained available for issuance | 695 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Stock Option - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
Number of options | ||
Outstanding at beginning of period (in shares) | 596,312 | 596,312 |
Options granted (in shares) | 523,604 | |
Options exercised (in shares) | (10,533) | |
Options forfeited (in shares) | (2,052) | |
Options expired (in shares) | (148,386) | |
Outstanding at end of period (in shares) | 958,945 | |
Weighted average exercise price | ||
Outstanding, weighted average exercise price at beginning of period (in dollars per share) | $ 30.76 | $ 30.76 |
Granted, weighted average exercise price (in dollars per share) | 8.32 | |
Exercised, weighted average exercise price (in dollars per share) | 11 | |
Forfeited, weighted average exercise price (in dollars per share) | 20.90 | |
Expired, weighted average exercise price (in dollars per share) | 89.92 | |
Outstanding, weighted average exercise price at end of period (in dollars per share) | $ 9.59 | |
Options exercisable at end of period (in shares) | 397,705 | |
Exercisable, weighted average exercise price (in dollars per share) | $ 10.05 | |
Outstanding, weighted average remaining contractual term, in years | 5 years | 7 years 7 months 6 days |
Exercisable, weighted average remaining contractual term, in years | 5 years 7 months 6 days |
Stock-Based Compensation - Rang
Stock-Based Compensation - Range of Assumptions Used (Details) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Expected dividend rate (percent) | 0.00% |
Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Expected dividend rate (percent) | 0.00% |
Weighted-average grant-date fair value per share (in dollars per share) | $ 5.96 |
Stock Option | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Risk-free interest rate | 0.35% |
Expected volatility | 86.10% |
Expected term (in years) | 5 years 9 months 18 days |
Stock Option | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Risk-free interest rate | 0.49% |
Expected volatility | 89.50% |
Expected term (in years) | 6 years 1 month 6 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Unvested at beginning of period (in shares) | shares | 210 |
Granted (in shares) | shares | 73,987 |
Vested (in shares) | shares | (443) |
Forfeited / cancelled (in shares) | shares | 0 |
Unvested at end of period (in shares) | shares | 73,754 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted average grant date fair value at beginning of period (in dollars per share) | $ / shares | $ 312.94 |
Weighted average grant-date fair value per share (in dollars per share) | $ / shares | 7.90 |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | 159.10 |
Forfeited/cancelled, weighted average grant date fair value (in dollars per share) | $ / shares | 0 |
Weighted average grant date fair value at end of period (in dollars per share) | $ / shares | $ 7.86 |
Stock-Based Compensation - Allo
Stock-Based Compensation - Allocated Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 1,074 | $ 179 |
Research and Development Expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 132 | 0 |
General and Administrative Expense | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 942 | $ 179 |
Long-Term Debt and Conversion_2
Long-Term Debt and Conversion to Royalty Obligation (Details) - IDED - Loans payable - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
Loan available balance | $ 6,000 | |
Outstanding balance | $ 6,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Examination [Line Items] | ||
Pre-tax NOL to be carried back | $ 4,500 | |
Deferred tax liability, PRV | 9,500 | |
Increase in amount of valuation allowance | 95,700 | $ 1,800 |
Operating loss carryforwards | 104,400 | |
Reserve for uncertain tax positions | 700 | $ 0 |
Research Tax Credit Carryforward | ||
Income Tax Examination [Line Items] | ||
Tax credit carryforward | 34,200 | |
Domestic Tax Authority | Capital Loss Carryforward | ||
Income Tax Examination [Line Items] | ||
Tax credit carryforward | $ 165,600 |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Current tax benefit - U. S. federal | $ 0 | $ 4,473 | $ 0 | |
Deferred tax benefit - U. S. federal | 7,980 | 0 | ||
Deferred tax benefit - state and local | 1,520 | 0 | ||
Total income tax benefit | $ 14,000 | $ 13,973 | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 27,441 | $ 8,768 |
Federal research and development tax credits | 34,238 | 0 |
Share-based compensation | 624 | 0 |
Capital loss carryforwards | 41,399 | 0 |
Deferred rent | 109 | 0 |
Accrued compensation | 361 | 0 |
Charitable contributions | 25 | 0 |
Leasehold improvements and equipment | 1,648 | 0 |
Amortization | 0 | 733 |
Other | 0 | 90 |
Gross deferred tax assets | 105,845 | 9,591 |
Less: valuation allowance | (105,272) | (9,591) |
Total deferred tax assets | 573 | 0 |
Deferred tax liability: | ||
Capital gain on PRV | (573) | 0 |
Total deferred tax assets | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal income tax benefit at the statutory rate | (21.00%) | (21.00%) |
State income taxes, net of federal taxes | (50.50%) | 0.00% |
Loss in foreign subsidiary | (177.31%) | 0.00% |
Carry-back of federal net operating loss | (22.78%) | 0.00% |
Change in valuation allowance | 203.25% | 18.34% |
Other | (2.82%) | 2.66% |
Effective income tax rate | (71.16%) | 0.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Dec. 30, 2020USD ($)$ / sharesshares | Mar. 18, 2020USD ($)installmentshares | Sep. 27, 2019USD ($)stockholdershares | Apr. 30, 2016USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2020vote$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of votes each share is entitled to | vote | 1 | ||||||
Common stock, authorized shares | 75,000,000 | 75,000,000 | 36,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Stock repurchased during period, shares | 176,623 | ||||||
Number of stockholders | stockholder | 2 | ||||||
Amount of stock repurchased during period | $ | $ 20 | ||||||
Blank check preferred stock, authorized shares | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Blank check preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0 | $ 0 | ||||
Blank check preferred stock, outstanding shares | 0 | 0 | |||||
Stock conversion ratio | 0.1111 | ||||||
Private Lumos Stockholders | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Aggregate shares received (in shares) | 2,968,465 | ||||||
Private Lumos | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Percentage of shares outstanding | 15.00% | ||||||
Series A redeemable convertible preferred stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ | $ 17,000,000 | ||||||
Stock conversion ratio | 0.0873621142 | ||||||
Preferred stock dividend accrual rate | 6.00% | ||||||
Preferred stock issuance price (in usd per share) | $ / shares | $ 1.49 | ||||||
Series A redeemable convertible preferred stock | Private Lumos | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued | 11,204,513 | ||||||
Value of liquidation preference | $ | $ 21,900,000 | ||||||
Preferred stock maximum aggregate distribution | 300.00% | ||||||
Series B redeemable convertible preferred stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ | $ 34,000,000 | ||||||
Stock conversion ratio | 0.1996348626 | ||||||
Preferred stock dividend accrual rate | 6.00% | ||||||
Preferred stock issuance price (in usd per share) | $ / shares | $ 3.41 | ||||||
Series B redeemable convertible preferred stock | Private Lumos | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued | 9,966,288 | ||||||
Value of liquidation preference | $ | $ 41,600,000 | ||||||
Preferred stock maximum aggregate distribution | 300.00% | ||||||
Preferred stock redemption terms, percentage of shares outstanding | 32.30% | ||||||
Number of installments | installment | 3 | ||||||
Preferred stock, Maximum aggregate distribution upon sale of common stock | 200.00% | ||||||
Minimum proceeds from sale of common stock | $ | $ 40,000,000 | ||||||
Controlled Equity Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Value of shares issued | $ | $ 50,000,000 | ||||||
Commission fee | 3.00% | ||||||
Number of shares of common stock sold | 0 |
Net Loss per Share of Common _3
Net Loss per Share of Common Stock (Net Income Per Share Computation) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (5,663) | $ (9,705) |
Accretion of preferred stock to current redemption value | (651) | (3,040) |
Net loss attributable to common shareholders | $ (6,314) | $ (12,745) |
Weighted-average shares outstanding - Basic and Diluted (in shares) | 6,777,932 | 1,302,390 |
Net loss per share - Basic and diluted (in dollars per share) | $ (0.93) | $ (9.79) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,032,699 | 206,560 |
Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 958,945 | 206,560 |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 73,754 | 0 |
Restructuring and Severance C_3
Restructuring and Severance Charges - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2020 |
Restructuring and Related Activities [Abstract] | |||
Percentage reduction in force | 60.00% | ||
Expensed | $ 5,600 | $ 0 |
Restructuring and Severance C_4
Restructuring and Severance Charges - Restructuring Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 4,700 | $ 4,700 |
Expensed | $ 5,600 | 0 |
Cash payments | 4,641 | |
Balance at end of period | $ 59 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Chief Medical Officer $ in Millions | Feb. 04, 2021USD ($) |
Subsequent Event [Line Items] | |
Accelerated vesting expense | $ 0.7 |
Extension of exercise period | 24 months |