Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 21, 2019 | Jun. 29, 2018 | |
Document and Entity Information | |||
Entity Registrant Name | MADRIGAL PHARMACEUTICALS, INC. | ||
Entity Central Index Key | 1,157,601 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,320,321,944.81 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 15,417,064 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 57,379 | $ 148,627 |
Marketable securities | 426,339 | 42,900 |
Prepaid expenses and other current assets | 1,483 | 485 |
Total current assets | 485,201 | 192,012 |
Property and equipment, net | 227 | 301 |
Total assets | 485,428 | 192,313 |
Current liabilities: | ||
Accounts payable | 2,487 | 1,929 |
Accrued expenses | 5,957 | 8,125 |
Total current liabilities | 8,444 | 10,054 |
Total liabilities | 8,444 | 10,054 |
Stockholders' equity: | ||
Preferred stock, par value $0.0001 per share authorized: 5,000,000 shares at December 31, 2018 and December 31, 2017; 1,969,797 shares issued and outstanding at December 31, 2018 and December 31, 2017 | ||
Common stock, par value $0.0001 per share authorized: 200,000,000 at December 31, 2018 and December 31, 2017; 15,409,023 and 14,227,634 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 2 | 1 |
Additional paid-in-capital | 616,573 | 288,750 |
Accumulated other comprehensive loss | (319) | (31) |
Accumulated deficit | (139,272) | (106,461) |
Total stockholders' equity | 476,984 | 182,259 |
Total liabilities and stockholders' equity | $ 485,428 | $ 192,313 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 1,969,797 | 1,969,797 |
Preferred stock, shares outstanding | 1,969,797 | 1,969,797 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 15,409,023 | 14,227,634 |
Common stock, shares outstanding | 15,409,023 | 14,227,634 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expenses: | |||
Research and development | $ 25,389 | $ 24,390 | $ 15,933 |
General and administrative | 15,293 | 7,672 | 9,290 |
Total operating expenses | 40,682 | 32,062 | 25,223 |
Loss from operations | (40,682) | (32,062) | (25,223) |
Interest expense | (1,213) | ||
Interest income | 7,671 | 558 | 48 |
Other income | 200 | 350 | |
Net loss | $ (32,811) | $ (31,154) | $ (26,388) |
Net loss per common share: | |||
Basic and diluted net loss per common share (in dollars per share) | $ (2.22) | $ (2.54) | $ (5.07) |
Basic and diluted weighted average number of common shares outstanding | 14,796,712 | 12,244,939 | 5,204,644 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements of Comprehensive Loss | |||
Net Loss | $ (32,811) | $ (31,154) | $ (26,388) |
Other comprehensive income (loss): | |||
Unrealized gain (loss) on available-for-sale securities | (288) | (56) | 25 |
Comprehensive loss | $ (33,099) | $ (31,210) | $ (26,363) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock | Common stock | Additional paid-in Capital | Accumulated other comprehensive income (loss) | Accumulated deficit | Total |
Balance at Dec. 31, 2015 | $ 6 | $ (48,919) | $ (48,913) | |||
Balance (in shares) at Dec. 31, 2015 | 176,158 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Related party debt restructuring | 11,224 | 11,224 | ||||
Conversion of convertible notes and related accrued interest to common stock | $ 1 | 47,592 | 47,593 | |||
Conversion of convertible notes and related accrued interest to common stock (in shares) | 7,087,186 | |||||
Retirement of restricted stock (in shares) | (9,689) | |||||
Acquisition of Synta | 38,236 | 38,236 | ||||
Acquisition of Synta (in shares) | 4,029,138 | |||||
Issuance of shares to financial advisors in connection with Merger | 750 | 750 | ||||
Issuance of shares to financial advisors in connection with Merger (in shares) | 79,101 | |||||
Issuance of restricted common shares (in shares) | 208,255 | |||||
Issuance of common shares in equity offering, excluding to related parties, net of transaction costs | 5,954 | 5,954 | ||||
Issuance of common shares in equity offering, excluding to related parties, net of transaction costs (in shares) | 381,717 | |||||
Compensation expense related to stock options for services | 7,929 | 7,929 | ||||
Unrealized loss on available-for-sale securities | $ 25 | 25 | ||||
Net loss | (26,388) | (26,388) | ||||
Balance at Dec. 31, 2016 | $ 1 | 111,691 | 25 | (75,307) | 36,410 | |
Balance (in shares) at Dec. 31, 2016 | 11,951,866 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common and preferred shares in equity offerings, net of transaction costs | 173,805 | 173,805 | ||||
Issuance of common and preferred shares in equity offerings, net of transaction costs (in shares) | 1,969,797 | 2,275,768 | ||||
Compensation expense related to stock options for services | 3,254 | 3,254 | ||||
Unrealized loss on available-for-sale securities | (56) | (56) | ||||
Net loss | (31,154) | (31,154) | ||||
Balance at Dec. 31, 2017 | $ 1 | 288,750 | (31) | (106,461) | $ 182,259 | |
Balance (in shares) at Dec. 31, 2017 | 1,969,797 | 14,227,634 | 14,227,634 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common shares in equity offering, excluding to related parties, net of transaction costs | $ 1 | 311,824 | $ 311,825 | |||
Issuance of common shares in equity offering, excluding to related parties, net of transaction costs (in shares) | 1,079,580 | |||||
Sale of common shares to related parties and exercise of common stock options, net of transaction cost | 2,510 | 2,510 | ||||
Sale of common shares to related parties and exercise of common stock options, net of transaction cost ( in shares) | 101,809 | |||||
Compensation expense related to stock options for services | 13,489 | 13,489 | ||||
Unrealized loss on available-for-sale securities | (288) | (288) | ||||
Net loss | (32,811) | (32,811) | ||||
Balance at Dec. 31, 2018 | $ 2 | $ 616,573 | $ (319) | $ (139,272) | $ 476,984 | |
Balance (in shares) at Dec. 31, 2018 | 1,969,797 | 15,409,023 | 15,409,023 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (32,811) | $ (31,154) | $ (26,388) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
PIK interest expense on convertible promissory notes payable - related parties | 1,207 | ||
Stock-based compensation expense | 13,489 | 3,254 | 7,929 |
Other share based compensation | 750 | ||
Depreciation and amortization expense | 96 | 77 | |
Changes in operating assets and liabilities: | |||
Accounts receivable - related parties | 7 | ||
Prepaid expenses and other current assets | (998) | 502 | 1,290 |
Accounts payable | 558 | 917 | (128) |
Accrued expense | (2,168) | 4,087 | (2,281) |
Accrued interest, net of interest received on maturity of investments | (3,673) | ||
Accrued interest - related party | 6 | ||
Net cash used in operating activities | (25,507) | (22,317) | (17,608) |
Cash flows from investing activities: | |||
Cash received from merger transaction | 5,849 | ||
Purchases of marketable securities | (614,358) | (70,211) | (10,697) |
Sales and maturities of marketable securities | 234,304 | 48,330 | 26,063 |
Purchases of property and equipment, net of disposals | (22) | (125) | (3) |
Net proceeds from the sale of property, equipment and other assets | 698 | ||
Release of restricted cash | 83 | ||
Net cash provided by (used in) investing activities | (380,076) | (22,006) | 21,993 |
Cash flows from financing activities: | |||
Proceeds from issuances of stock, excluding related parties, net of transaction costs | 311,825 | 173,805 | 5,954 |
Proceeds from the sale of related party stock and exercise of common stock options, net of transaction costs | 2,510 | ||
Proceeds from convertible notes - related parties | 8,500 | ||
Net cash provided by financing activities | 314,335 | 173,805 | 14,454 |
Net increase (decrease) in cash and cash equivalents | (91,248) | 129,482 | 18,839 |
Cash and cash equivalents at beginning of period | 148,627 | 19,145 | 306 |
Cash and cash equivalents at end of period | $ 57,379 | 148,627 | 19,145 |
Supplemental disclosure of cash flow information: | |||
Exchange of related party advances payable for convertible notes | 500 | ||
Related party debt restructuring | $ 13,680 | ||
Purchases of property and equipment in accounts payable at period end | $ 250 |
Organization, Business and Basi
Organization, Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Business and Basis of Presentation | |
Organization, Business and Basis of Presentation | 1. Organization, Business and Basis of Presentation Organization and Business Madrigal Pharmaceuticals, Inc. (the “Company” or “Madrigal”) is a clinical-stage pharmaceutical company developing novel, high-quality, small-molecule drugs addressing major unmet needs in cardiovascular, metabolic, and liver diseases. The Company’s lead compound, MGL-3196, is being advanced for non-alcoholic steatohepatitis (“NASH”), a liver disease that commonly affects people with metabolic diseases such as obesity and diabetes, and indications in dyslipidemia, potentially including genetic dyslipidemias such as familial hypercholesterolemia (“FH”). The Company initiated a Phase 2 study of MGL-3196 in NASH in October 2016. In February 2017, the Company initiated a Phase 2 study of MGL-3196 in patients with Heterozygous Familial Hypercholesterolemia (“HeFH”). Both Phase 2 studies were fully enrolled in 2017, the HeFH study was completed in February 2018, and the NASH study was completed in May 2018. Madrigal was originally incorporated as a private company (“Private Madrigal”) on August 19, 2011 and commenced operations in September 2011. On July 22, 2016, Private Madrigal completed a reverse merger (the “Merger”) into Synta Pharmaceuticals Corp. (“Synta”) (see Note 3). Upon the consummation of the Merger, the historical financial statements of Private Madrigal became the Company’s historical financial statements. Accordingly, the historical financial statements of Private Madrigal are included in the comparative prior periods. The Company, or Madrigal, as used in the accompanying notes to the consolidated financial statements, refers to Private Madrigal prior to the completion of the Merger and Public Madrigal subsequent to the completion of the Merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principle of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank accounts, the balance of which, at times, exceeds Federal Deposit Insurance Corporation insured limits. The primary objective of the Company’s investment activities is to preserve its capital for the purpose of funding operations and the Company does not enter into investments for trading or speculative purposes. The Company’s cash is deposited in highly rated financial institutions in the United States. The Company invests in money market funds and high-grade, short-term commercial paper and corporate bonds, which management believes are subject to minimal credit and market risk. Marketable Securities Marketable securities consist of investments in high-grade corporate obligations, and government and government agency obligations that are classified as available-for-sale. Since these securities are available to fund current operations they are classified as current assets on the consolidated balance sheets. The Company adjusts the cost of available-for-sale debt securities for amortization of premiums and accretion of discounts to maturity. The Company includes such amortization and accretion as a component of interest income, net. Realized gains and losses and declines in value, if any, that the Company judges to be other-than-temporary on available-for-sale securities are reported as a component of interest income, net. To determine whether an other-than-temporary impairment exists, the Company considers whether it intends to sell the debt security and, if the Company does not intend to sell the debt security, it considers available evidence to assess whether it is more likely than not that it will be required to sell the security before the recovery of its amortized cost basis. During the years ended December 31, 2018, 2017 and 2016, the Company determined it did not have any securities that were other-than-temporarily impaired. Marketable securities are stated at fair value, including accrued interest, with their unrealized gains and losses included as a component of accumulated other comprehensive income or loss, which is a separate component of stockholders’ equity. The fair value of these securities is based on quoted prices and observable inputs on a recurring basis. Realized gains and losses are determined on the specific identification method. During the years ended December 31, 2018, 2017 and 2016, the Company did not have any realized gains or losses on marketable securities. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash equivalents, and marketable securities, approximate their fair values. The fair value of the Company’s financial instruments reflects the amounts that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy has the following three levels: Level 1—quoted prices in active markets for identical assets and liabilities. Level 2—observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3—unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company measures the fair value of its marketable securities by taking into consideration valuations obtained from third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker-dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities and other observable inputs. As of December 31, 2018 and 2017, the Company’s financial assets valued based on Level 1 inputs consisted of cash and cash equivalents in a money market fund and its financial assets valued based on Level 2 inputs consisted of high-grade corporate bonds and commercial paper. During the years ended December 31, 2018, 2017 and 2016, the Company did not have any transfers of financials assets between Levels 1 and 2. As of December 31, 2018 and 2017, the Company did not have any financial liabilities that were recorded at fair value on a recurring basis on the balance sheet. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs are comprised of costs incurred in performing research and development activities, including internal costs (including stock-based compensation), costs for consultants, and other costs associated with the Company’s preclinical and clinical programs. In particular, Madrigal has conducted safety studies in animals, optimized and implemented the API manufacturing, and conducted Phase 1 & 2 clinical trials, all of which are considered research and development expenditures. Patents Costs to secure and defend patents are expensed as incurred and are classified as general and administrative expense in the Company’s statements of operations. Patent expenses were approximately $226 thousand, $176 thousand and $242 thousand for the years ended December 31, 2018, 2017 and 2016, respectively. Stock-Based Compensation The Company recognizes stock-based compensation expense based on the grant date fair value of stock options granted to employees, officers and directors. The Company uses the Black-Scholes option pricing model to determine the grant date fair value as management believes it is the most appropriate valuation method for its option grants. The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, expected volatility and expected lives of the options. The expected lives for options granted represent the period of time that options granted are expected to be outstanding. The Company uses the simplified method for determining the expected lives of options. Expected volatility is based upon an industry estimate. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company estimates the forfeiture rate based on historical data. This analysis is re-evaluated at least annually and the forfeiture rate is adjusted as necessary. Certain of the employee stock options granted by the Company are structured to qualify as incentive stock options (ISOs). Under current tax regulations, the Company does not receive a tax deduction for the issuance, exercise or disposition of ISOs if the employee meets certain holding requirements. If the employee does not meet the holding requirements, a disqualifying disposition occurs, at which time the Company may receive a tax deduction. The Company does not record tax benefits related to ISOs unless and until a disqualifying disposition is reported. In the event of a disqualifying disposition, the entire tax benefit is recorded as a reduction of income tax expense. The Company has not recognized any income tax benefit for its share-based compensation arrangements due to the fact that the Company does not believe it is more likely than not it will realize the related deferred tax assets. Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the Company’s financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company currently maintains a 100% valuation allowance on its deferred tax assets. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Changes in unrealized gains and losses on marketable securities represent the only difference between the Company's net loss and comprehensive loss. Basic and Diluted Loss Per Common Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period, excluding restricted stock that has been issued but is not yet vested. Diluted net loss per common share is computed using the weighted average number of common shares outstanding and the weighted average dilutive potential common shares outstanding using the treasury stock method. However, for the years ended December 31, 2018, 2017 and 2016, diluted net loss per share is the same as basic net loss per share as the inclusion of weighted average shares of unvested restricted common stock and common stock issuable upon the exercise of stock options would be anti-dilutive. The following table summarizes outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive: As of December 31, 2018 2017 2016 Common stock options 1,132,618 976,777 784,011 Unvested restricted common stock 52,063 104,127 157,262 Preferred stock 1,969,797 1,969,797 — Recent Accounting Pronouncements In June 2018, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting” to simplify the accounting for share-based payment transactions with non-employees of the Company. The guidance within this accounting standard update generally requires that share-based payment transactions for acquiring goods or services from non-employees of the Company be accounted for under the same guidance and model as all other share-based payment transactions, including employees of the Company. For public business entities, ASU 2018-07 is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The Company elected to early adopt the guidance within this accounting standard update in the second quarter of 2018. There was no significant impact from the adoption. In May 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” to provide clarity and reduce both diversity in practice, and cost and complexity when a change is made to the terms or conditions of a share-based payment award. For public business entities, ASU 2017-09 is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The update should be applied prospectively to an award modified on or after the adoption date. There was no significant impact from the adoption. In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which was designed to simplify several aspects of the accounting for share-based payment transactions, including, among other things, guidance related to accounting for income taxes, modification of the criteria for classification of awards as either equity awards or liability awards where an employer withholds shares from an employee’s share-based award for tax withholding purposes, and classification on the statement of cash flows of cash payments to a tax authority by an employer that withholds shares from an employee’s award for tax withholding purposes. The amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted ASU No. 2016-09 effective January 1, 2017. There was no significant impact from the adoption of ASU No. 2016-09 because the Company currently maintains a 100% valuation allowance on its deferred tax assets. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Clarification of Certain Cash Receipts and Cash Payments.” The objective of ASU No. 2016-15 is to eliminate the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. For public business entities, ASU 2016-15 is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. ASU 2015-16 provides that the amendments in the update should be applied retrospectively to all periods presented, unless deemed impracticable, in which case, prospective application is permitted. There was no significant impact from the adoption. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance in U.S. generally accepted accounting principles on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The amendments in this ASU are effective for fiscal years and interim periods beginning after December 15, 2017, and are to be adopted by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. There was no significant impact from the adoption. |
Reverse Merger
Reverse Merger | 12 Months Ended |
Dec. 31, 2018 | |
Reverse Merger | |
Reverse Merger | 3. Reverse Merger On July 22, 2016, the Company, Synta and Saffron Merger Sub, Inc., a wholly-owned subsidiary of Synta (“Merger Sub”), completed their merger transaction pursuant to which Merger Sub merged with and into the Company with the Company becoming a wholly-owned subsidiary of Synta and the surviving corporation of the merger. Each outstanding share of private Madrigal common stock was converted into 0.1593 shares of common stock of the post-merger combined company. As a result, Synta issued 7.3 million shares of common stock to the stockholders of private Madrigal in exchange for common shares of private Madrigal. For accounting purposes, the Company is considered to be acquiring Synta in the merger. The Company was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including: (i) Madrigal security holders own approximately 64% of the voting interests of the combined company immediately following the closing of the merger; (ii) directors appointed by Madrigal hold a majority of board seats in the combined company; and (iii) Madrigal management hold a majority of the key positions in the management of the combined company. As the accounting acquirer, the Company’s assets and liabilities continue to be recorded at their historical carrying amounts and the historical operations that will be reflected in the financial statements will be those of the Company. Immediately prior to the closing of the merger, Synta completed a one-for-35 reverse stock split. Following the reverse stock split and the merger, the post-merger combined company had approximately 11.3 million shares outstanding and the former stockholders of the Company owned approximately 64% of the outstanding capital stock of the post-merger combined company. The impact of the recapitalization of the Company has been retroactively applied to all periods presented. Upon the closing of the merger transaction, the Company incurred an expense for a success fee of $750 thousand in cash, plus settled $750 thousand for both parties in shares of the post-merger combined company’s common stock with a third party financial advisor. Purchase Price Pursuant to the Merger Agreement, Synta issued to Madrigal stockholders a number of shares of Synta common stock representing approximately 64% of the outstanding shares of common stock of the combined company. The purchase price, which represents the consideration transferred to Synta stockholders in the reverse merger is calculated based on the number of shares of common stock of the combined company that Synta stockholders will own as of the closing of the merger, which consists of the following: Number of shares of the combined company to be owned by Synta stockholders(1) 4,032,734 Multiplied by the fair value of Synta common stock(2) $ 9.48 Purchase price (in thousands) $ 38,236 (1) Represents the number of shares of common stock of the combined company that Synta stockholders owned as of the closing of the merger pursuant to the Merger Agreement, including restricted stock awards and common stock underlying outstanding restricted stock units attributed to pre-combination services rendered by certain Synta employees and directors. This amount is calculated as 3,937,309 shares of Synta common stock outstanding as of July 22, 2016, including unvested restricted common stock, plus 95,425 shares of Synta common stock issuable pursuant to restricted stock units, net of tax withholdings, that vested immediately upon closing of the merger. The number of shares of common stock Synta issued to Madrigal stockholders was 7,253,655, calculated pursuant to the terms of the Merger Agreement based on Synta’s common stock outstanding as of July 22, 2016. (2) The fair value of Synta common stock used in determining the purchase price was $9.48, which was derived from the $0.2709 per share closing price of Synta common stock on July 21, 2016, the current price at the time of the closing, adjusted for the 1-for-35 reverse stock split. Under the acquisition method of accounting, the total purchase price is allocated to the acquired tangible and intangible assets and assumed liabilities of Synta based on their estimated fair values as of the merger closing date. The excess of the purchase price over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. The allocation of the purchase price to the acquired assets and liabilities assumed of Synta based on the fair values as of July 22, 2016 is as follows, including measurement period adjustments since the fair values presented in the Company’s Form 10-Q for the quarter ended September 30, 2016 (in thousands): Measurement period July 22 2016 July 22, 2016 adjustments (As adjusted) Cash, cash equivalents and marketable securities $ 42,611 $ 42,611 Prepaid expenses and other currents assets 1,715 1,715 Property and equipment, net 482 65 547 Accounts payable, accrued expenses and other liabilities (7,019) (7,019) Term loans and capital lease obligations (18) (18) In-process research and development 150 250 400 Goodwill 315 (315) — Net assets acquired $ 38,236 $ 38,236 The Company’s measurement period adjustments were complete as of December 31, 2016. As a result of the measurement period adjustments recorded above, there was no gain or losses on the disposed tangible or intangible assets. Convertible Promissory Notes-Related Parties Immediately prior to the consummation of the merger, the September 14, 2011, September 16, 2011 and March 1, 2016 (amended and restated April 13, 2016) convertible note issuances outstanding totaling $47.6 million on July 22, including accrued but unpaid interest, were converted into 7.1 million shares of common stock on a post-split basis of the Company pursuant to their respective amended and restated terms (see Note 6). Bonus Plan Awards Pursuant to the terms of the Change in Control Bonus Plan, the participants therein received 0.6 million shares of common stock of the Company from certain former stockholders of the Company in connection with the merger, which represented 7.87% of Madrigal’s common shares outstanding at the time of the merger. The Company recorded $5.4 million in stock compensation associated with the transaction (see Note 9). Stock Based Compensation Following the consummation of the merger, the Company issued a combined 208,255 shares of restricted common stock and 557,386 stock options to purchase shares of common stock to the new Chief Executive Officer, Chief Medical Officer and Executive Vice President, Research and Development, and Chief Financial Officer and Senior Vice President. |
Liquidity and Uncertainties
Liquidity and Uncertainties | 12 Months Ended |
Dec. 31, 2018 | |
Liquidity and Uncertainties | |
Liquidity and Uncertainties | 4. Liquidity and Uncertainties The Company is subject to risks common to development stage companies in the Bio-Pharmaceutical industry including, but not limited to, uncertainty of product development and commercialization, dependence on key personnel, uncertainty of market acceptance of products and product reimbursement, product liability, uncertain protection of proprietary technology, potential inability to raise additional financing necessary for development and commercialization, and compliance with the U.S. Food and Drug Administration and other government regulations. The Company has incurred losses since inception, including approximately $32.8 million for the year ended December 31, 2018, resulting in an accumulated deficit of approximately $139.3 million and $106.5 million as of December 31, 2018 and 2017, respectively. Management expects to incur losses for the foreseeable future. To date, the Company has funded its operations primarily through the issuance of convertible debt (see Note 6), the proceeds from the Merger on July 22, 2016 (see Note 3), and proceeds from sales of the Company’s common and Series A Convertible Preferred Stock (see Note 8). The Company believes that its cash, cash equivalents and marketable securities at December 31, 2018 will be sufficient to fund operations past one year from the issuance of these financial statements. To meet its future capital needs, the Company intends to raise additional capital through debt or equity financings, collaborations, partnerships or other strategic transactions. However, there can be no assurance that the Company will be able to complete any such transactions on acceptable terms or otherwise. The inability of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations and financial condition. The Company has the ability to delay certain research activities and related clinical expenses if necessary due to liquidity concerns until a date in which those concerns are relieved. |
Cash, Cash Equivalents and Mark
Cash, Cash Equivalents and Marketable Securities | 12 Months Ended |
Dec. 31, 2018 | |
Cash, Cash Equivalents and Marketable Securities | |
Cash, Cash Equivalents and Marketable Securities | 5. Cash, Cash Equivalents and Marketable Securities A summary of cash, cash equivalents and available-for-sale marketable securities held by the Company as of December 31, 2018, 2017 and 2016 is as follows (in thousands): December 31, 2018 Unrealized Unrealized Fair Cost gains losses value Cash and cash equivalents: Cash (Level 1) $ 2,004 $ — $ — $ 2,004 Money market funds (Level 1) 43,401 — — 43,401 Corporate debt securities due within 3 months of date of purchase (Level 2) 11,974 — — 11,974 Total cash and cash equivalents 57,379 — — 57,379 Marketable securities: Corporate debt securities due within 1 year of date of purchase (Level 2) 426,658 14 (333) 426,339 Total cash, cash equivalents and marketable securities $ 484,037 $ 14 $ (333) $ 483,718 December 31, 2017 Unrealized Unrealized Fair Cost gains losses value Cash and cash equivalents: Cash (Level 1) $ 2,725 $ — $ — $ 2,725 Money market funds (Level 1) 145,902 — — 145,902 Corporate debt securities due within 3 months of date of purchase (Level 2) — — — — Total cash and cash equivalents 148,627 — — 148,627 Marketable securities: Corporate debt securities due within 1 year of date of purchase (Level 2) 42,931 — (31) 42,900 Total cash, cash equivalents and marketable securities $ 191,558 $ — $ (31) $ 191,527 December 31, 2016 Unrealized Unrealized Fair Cost gains losses value Cash and cash equivalents: Cash (Level 1) $ 5,651 $ — $ — $ 5,651 Money market funds (Level 1) 13,494 — — 13,494 Corporate debt securities due within 3 months of date of purchase (Level 2) — — — — Total cash and cash equivalents 19,145 — — 19,145 Marketable securities: Corporate debt securities due within 1 year of date of purchase (Level 2) 21,330 25 — 21,355 Total cash, cash equivalents and marketable securities $ 40,475 $ 25 $ — $ 40,500 |
Convertible Promissory Notes-Re
Convertible Promissory Notes-Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Convertible Promissory Notes-Related Parties | |
Convertible Promissory Notes-Related Parties | 6. Convertible Promissory Notes—Related Parties Prior to the Merger, the Company was financed via issuances of convertible promissory notes, designated as “the September 14, 2011 Notes”, “the September 16, 2011 Notes”, and “the March 1, 2016 Notes”, respectively (collectively “the Notes”). The Notes accrued interest at 8% per annum, compounded monthly, and were collateralized by all assets of the Company. Effective April 13, 2016, in connection with execution of the Merger Agreement, the Notes were amended and restated, primarily to provide for mandatory conversion upon completion of the Merger. On that same date, the lenders collectively waived all accrued and unpaid interest under all of the convertible notes. The total accrued and waived interest amounted to $13.7 million. The lenders also agreed that no additional interest on these notes would be accrued through the date on which the Merger was consummated or terminated. Also on April 13, 2016, the Company reduced the convertible notes payable by the waived accrued interest less $2.5 million of accrued interest for the period April 14, 2016 through the maturity date of December 31, 2016, as required under Troubled Debt Restructuring accounting guidance. The net waived interest of $11.2 million was recorded as an increase in Additional Paid in Capital (“APIC”) at the time of the amendment, as the notes were held by related parties. The remaining $2.5 million of accrued interest was recorded as an increase in APIC upon conversion at the Merger. During the period March 1, 2016 through the Merger, the lenders provided convertible promissory note financing of $8.5 million in cash. Additionally, on April 13, 2016, one of the lenders exchanged $0.5 million of Advances Payable for an equal amount of convertible promissory notes. |
Advances Payable-Related Party
Advances Payable-Related Party | 12 Months Ended |
Dec. 31, 2018 | |
Advances Payable-Related Party | |
Advances Payable-Related Party | 7. Advances Payable—Related Party On June 29, 2015 and July 30, 2015 a related party agreed to advance the Company a total of $500 thousand to be used for working capital requirements. The advances accrued interest at a rate of four percent (4%) per annum compounded annually. On April 13, 2016, these advances were exchanged for $500 thousand in convertible promissory notes payable and all accrued interest was waived (see Note 6). |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity (Deficit) | |
Stockholders' Equity (Deficit) | 8. Stockholders’ Equity (Deficit) Common Stock Each common stockholder is entitled to one vote for each share of common stock held. The common stock will vote together with all other classes and series of stock of the Company as a single class on all actions to be taken by the Company’s stockholders. Each share of common stock is entitled to receive dividends, as and when declared by the Company’s board of directors. The Company has never declared cash dividends on its common stock and does not expect to do so in the foreseeable future. June 2018 Registered Offering of Common Stock In June 2018, the Company entered into an underwriting agreement with Goldman Sachs & Co. LLC, as representative of the several underwriters named therein (the “June 2018 Underwriters”), relating to an underwritten public offering (the “June 2018 Offering”) of 1,079,580 shares of the Company’s common stock, including 95,973 shares of the Company’s common stock purchased by the June 2018 Underwriters pursuant to a 30-day option to purchase such additional shares granted therein, at a public offering price of $305.00 per share. The June 2018 Offering resulted in gross proceeds to the Company of approximately $329.3 million, and net proceeds to the Company of approximately $311.8 million, after deducting the June 2018 Underwriters’ discount and other offering costs. The June 2018 Offering closed on June 11, 2018. December 2017 Registered Offering of Common Stock In December 2017, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “December 2017 Offering”) of 1,731,929 shares of the Company’s common stock, including 225,904 shares of the Company’s common stock purchased by the Underwriters pursuant to a 30-day option to purchase such additional shares granted therein, at a public offering price of $83.00 per share. The December 2017 Offering resulted in gross proceeds to the Company of approximately $143.8 million, and net proceeds to the Company of approximately $135.7 million, after deducting the Underwriters’ discount and other estimated offering expenses payable by the Company. The December 2017 Offering closed on December 21, 2017. June 2017 Private Placement Offering and Series A Convertible Preferred Stock In June 2017, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement)” with a group of institutional accredited investors, who were existing, non-controlling stockholders of the Company, pursuant to which the Company sold securities to the Investors in a private placement transaction (the “June 2017 Offering”). Under the terms of the Purchase Agreement, the Company sold 328,300 shares of its common stock at a price of $15.23 per share, and 1,969,797 shares of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) at a price of $15.23 per share. The June 2017 Offering resulted in gross proceeds to the Company of approximately $35.0 million, and net proceeds to the Company of approximately $34.9 million. The June 2017 Offering closed on June 23, 2017. The Series A Preferred Stock has a par value of $0.0001 per share and is convertible into shares of the common stock at a one-to-one ratio, subject to adjustment as provided in the Purchase Agreement. The terms of the Series A Preferred Stock are set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, that the Company filed with the Secretary of State of the State of Delaware on June 21, 2017. Each share of the Series A Preferred Stock is convertible into shares of Common Stock at any time at the holder’s option. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of capital stock of the Company ranking prior to the Series A Preferred Stock upon liquidation, the holders of the Series A Preferred Stock shall participate pari passu with the holders of the Common Stock (on an as-if-converted-to-Common-Stock basis) in the net assets of the Company. Shares of the Series A Preferred Stock will generally have no voting rights, except as required by law. Shares of the Series A Preferred Stock will be entitled to receive dividends before shares of any other class or series of capital stock of the Company (other than dividends in the form of the Common Stock) equal to the dividend payable on each share of the Common Stock, on an as-converted basis. At-The-Market Issuance Sales Agreement In October 2015, the Company entered into an at-the-market issuance sales agreement (the “October 2015 Sales Agreement”), with Cowen and Company, LLC (“Cowen”), pursuant to which the Company may issue and sell shares of its common stock, having an aggregate offering price of up to $100 million, from time to time, at the Company’s option, through Cowen as its sales agent. Sales of common stock through Cowen may be made by any method that is deemed an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by the Company and Cowen. Subject to the terms and conditions of the October 2015 Sales Agreement, Cowen will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the common stock based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company is not obligated to make any sales of its common stock under the October 2015 Sales Agreement. Any shares sold will be sold pursuant to an effective shelf registration statement on Form S-3 (file no. 333-206135). The Company will pay Cowen a commission of up to 3% of the gross proceeds. The October 2015 Sales Agreement may be terminated by the Company at any time upon 10 days’ notice. As of December 31, 2018, 597,256 shares have been sold under the October 2015 Sales Agreement for an aggregate of approximately $9.6 million in gross proceeds. Net proceeds to the Company were approximately $9.4 million after deducting commissions and other transactions costs. Of those shares sold, no shares were sold in 2018 and 215,539 shares were sold in 2017 for an aggregate of approximately $3.5 million in gross proceeds, and $3.4 million in net proceeds. Approximately $90.4 million remained reserved under the Company’s shelf registration statement and the applicable prospectus supplement for possible future issuance under the October 2015 Sales Agreement. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Stock-based Compensation | |
Stock-based Compensation | 9. Stock-based Compensation In June 2015, upon obtaining stockholder approval at its annual shareholder meeting, the Company implemented its new 2015 Stock Plan. The 2015 Stock Plan replaced the 2006 Stock Plan which was terminated upon adoption of the 2015 Stock Plan. Shares of common stock reserved for outstanding awards under the 2006 Stock Plan that lapse or are cancelled will be added back to the share reserve available for future awards under the 2015 Stock Plan. The 2015 Stock Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock and other stock-based compensation awards to employees, officers, directors and consultants of the Company. The administration of the 2015 Stock Plan is under the general supervision of the compensation committee of the board of directors. The exercise price of the stock options is determined by the compensation committee of the board of directors, provided that incentive stock options are granted with an exercise price not less than fair market value of the common stock on the date of grant and expire no later than ten years from the date the option is granted. As of December 31, 2018, the Company had options outstanding to purchase 1,132,618 shares of its common stock, which includes options outstanding under its 2006 Stock Plan that was terminated in June 2015. As of December 31, 2018, 1,200,845 shares were available for future issuance. The following table summarizes stock option activity during the twelve months ended December 31, 2018: Weighted Weighted average Aggregate average remaining intrinsic exercise contractual value (in Shares price life (years) thousands) Outstanding at January 1, 2018 976,777 $ 11.97 Options granted 266,400 174.13 Options exercised (101,809) 20.95 Options cancelled (8,750) 113.81 Outstanding at December 31, 2018 1,132,618 $ 48.52 8.01 $ 89,086 Exercisable at December 31, 2018 623,657 $ 12.31 7.59 $ 63,221 The total cash received by the Company as a result of stock option exercises was $2.1 million in the year ended December 31, 2018 and $0.0 in each of the years ended December 31, 2017 and 2016. The total intrinsic value of options exercised was $18.8 million in the year ended December 31, 2018. The weighted-average grant date fair values, based on the Black-Scholes option model, of options granted during the year ended December 31, 2018, 2017 and 2016 was $137.49, $13.30 and $7.50, respectively. Restricted Common Stock The Company’s share-based compensation plan provides for awards of restricted shares of common stock to employees, officers, directors and consultants to the Company. Restricted stock awards are subject to forfeiture if employment or service terminates during the prescribed retention period. Restricted shares vest over the service period. The following table summarizes unvested restricted share activity during the year ended December 31, 2018: Weighted average exercise Shares price Outstanding at January 1, 2018 104,127 $ 9.45 Vested (52,064) 9.45 Outstanding at December 31, 2018 52,063 $ 9.45 Stock-Based Compensation Expense Stock-based compensation expense during the years ended December 31, 2018, 2017 and 2016 was as follows (in thousands): Years Ended December 31, 2018 2017 2016 Stock-based compensation expense by type of award: Stock options $ 12,997 $ 2,662 $ 1,782 Restricted stock 492 592 736 Change in control bonus plan (see note 3) — — 5,411 Total stock-based compensation expense $ 13,489 $ 3,254 $ 7,929 Effect of stock-based compensation expense by line item: Research and development $ 3,707 $ 883 $ 5,387 General and administrative 9,782 2,371 2,542 Total stock-based compensation expense included in net loss $ 13,489 $ 3,254 $ 7,929 Unrecognized stock-based compensation expense as of December 31, 2018 was as follows (in thousands): Weighted Unrecognized average stock remaining compensation period expense (in years) Stock options $ 23,646 2.40 Restricted stock 272 0.55 Total $ 23,918 2.38 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions | |
Related Party Transactions | 10. Related Party Transactions Related Party Financing For the years ended December 31, 2018, 2017 and 2016, the Company incurred approximately $0.0, $0.0 and $1.2 million, respectively of interest expense to related party lenders which was subsequently waived (see Note 6). This debt was converted to equity at the time of the Merger. Consulting Agreement The Company had a consulting agreement with its former Chief Executive Officer (“CEO”), who is also a stockholder of the Company. The consulting agreement automatically renewed monthly unless terminated. The consulting agreement could be terminated upon fifteen (15) day notice by the Company or the CEO. The consultant was paid $0 for the years ended December 31, 2018 and 2017, respectively, and $93 thousand for the year ended December 31, 2016. On July 22, 2016, this consulting agreement was replaced by an employment agreement for the position of Chief Medical Officer (“CMO”) upon the completion of the Merger (see Note 3). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11. Commitments and Contingencies The Company has a Research, Development and Commercialization Agreement with Hoffmann-La Roche (“Roche”) which grants the Company a sole and exclusive license to develop, use, sell, offer for sale and import any Licensed Product as defined by the agreement. The agreement requires future milestone payments to Roche, the remainder of which total $10 million and are earned by the commencement of Phase 3 clinical trials as well as future regulatory approval in the United States and Europe of a product developed from MGL-3916. A single-digit royalty payment range is based on net sales of products developed from MGL-3196, subject to certain reductions. In October 2016 the Company commenced a Phase 2 study in Non-Alcoholic Steatohepatitis (NASH), which triggered a milestone payment under the agreement. Except as described above, the Company has not achieved any additional product development or regulatory milestones to date and has no Licensed Product sales for the years ended December 31, 2018, 2017 and 2016. During 2018, the Company has entered into several customary contractual arrangements and letters of intent in preparation for and in support of the Phase 2 and 3 clinical trials. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Income Taxes | 12. Income Taxes At December 31, 2018, the Company had federal net operating loss ("NOL") carryforwards of approximately $54.6 million and state operating loss carryforwards of approximately $43.3 million, available to reduce future taxable income, which expire between 2031 and 2037. The Company has unused federal research and development carryforwards of approximately $3.3 million which will begin to expire in 2031. The Internal Revenue Code (“IRC”) limits the amounts of NOL carryforwards that a Company may use in any one year in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the IRC. Such change in ownership could limit the Company’s utilization of the NOL, and could be triggered by subsequent sales of securities by the Company or stockholders. The deferred tax asset related to the NOL reflected on the financial statements could be affected by this limitation. Although a formal analysis has not been completed, the Company has determined that an ownership change likely occurred for Madrigal during the year ended December 31, 2017. The net operating losses are expected to be subject to an annual limitation; however, none of these NOLs is expected to expire before becoming available to reduce future taxable income. The Company has analyzed the tax effect of the merger and concluded that an ownership change did take place for IRC 382 purposes. Based on the value of the business, Synta’s federal net operating losses and R&D credits are no longer available to be used by the Company. Further, the Company has concluded that the transaction did not trigger an ownership change for Madrigal. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion 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. As there is no assurance of future taxable income, a full valuation allowance has been established to offset the deferred tax assets. The valuation allowance increased $17.5 million for the year ended December 31, 2018. Changes in the deferred tax asset will be recorded as an income tax benefit or expense on the accompanying consolidated statements of operations. Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2018 there were no uncertain positions. The 2012 through 2017 tax returns are open to review by the IRS and state taxing authorities. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. There was no income tax related interest and penalties included in the income tax provision for 2018. Temporary differences that give rise to deferred tax assets and liabilities are as follows (in thousands): For the years ended December 31, 2018 2017 2016 Deferred Tax Liabilities Stock Compensation $ — $ — $ 270 Unrealized Gains on Investments — — 13 Total Deferred Tax Liabilities $ — $ — $ 283 Deferred Tax Assets Charitable Contributions $ 13 $ 4 $ 4 Accrued Expenses 498 421 — Intangibles 477 579 997 Stock Compensation 4,395 605 — Property, Plant & Equipment 9 — — Unrealized Loss on Investment 92 9 — Net Operating Losses 14,851 9,229 12,749 Capitalized R&D 15,108 8,671 4,226 R&D Credit 3,505 1,901 846 Total deferred tax assets before valuation allowance 38,948 21,419 18,822 Valuation Allowance (38,948) (21,419) (18,539) Total deferred tax assets — — 283 Net deferred tax assets $ — $ — $ — Differences between the effective income tax rate and the US statutory rate were as follows (in thousands): For the years ended December 31, 2018 2017 2016 Tax benefit at U.S. federal statutory rate $ (6,890) $ (10,592) $ (8,972) Non-deductible interest expenses — — 410 Stock based compensation (3,415) 138 407 Transaction Costs — — 256 Effect of tax reform, change in federal tax rate — 9,260 — Other Nondeductible Expenses — 1 1 State income taxes benefit before valuation allowance, net of federal benefit (5,460) (704) (1,491) Increase in domestic valuation allowance 17,529 2,880 9,750 Research and development credit (1,604) (825) (390) Other adjustments (160) (158) 29 Income tax expense (benefit) $ — $ — $ — |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Data (unaudited) | |
Quarterly Financial Data (unaudited) | 13. Quarterly Financial Data (unaudited) The following tables present a summary of quarterly results of operations for 2018 and 2017 (in thousands, except shares and per share data): Three months ended March 31, June 30, September 30, December 31, 2018 2018 2018 2018 Revenues: Total revenues $ — $ — $ — $ — Operating expenses: Research and development 5,198 5,109 6,211 8,871 General and administrative 1,871 2,717 5,122 5,583 Total operating expenses 7,069 7,826 11,333 14,454 Loss from operations (7,069) (7,826) (11,333) (14,454) Interest expense — — — — Interest income 705 1,166 2,821 2,979 Other income — 200 — — Net loss $ (6,364) $ (6,460) $ (8,512) $ (11,475) Net loss per common share: Basic and diluted net loss per common share $ (0.45) $ (0.45) $ (0.56) $ (0.75) Basic and diluted weighted average number of common shares outstanding 14,127,868 14,383,720 15,307,872 15,348,358 Three months ended March 31, June 30, September 30, December 31, 2017 2017 2017 2017 Revenues: Total revenues $ — $ — $ — $ — Operating expenses: Research and development 4,380 6,816 6,682 6,512 General and administrative 1,695 1,623 1,955 2,399 Total operating expenses 6,075 8,439 8,637 8,911 Loss from operations (6,075) (8,439) (8,637) (8,911) Interest expense — — — — Interest income 76 92 174 216 Other income — — 100 250 Net loss $ (5,999) $ (8,347) $ (8,363) $ (8,445) Net loss per common share: Basic and diluted net loss per common share $ (0.50) $ (0.69) $ (0.68) $ (0.67) Basic and diluted weighted average number of common shares outstanding 11,955,739 12,039,005 12,378,622 12,597,864 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Principle of Consolidation | Principle of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and various other assumptions that management believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash in bank accounts, the balance of which, at times, exceeds Federal Deposit Insurance Corporation insured limits. The primary objective of the Company’s investment activities is to preserve its capital for the purpose of funding operations and the Company does not enter into investments for trading or speculative purposes. The Company’s cash is deposited in highly rated financial institutions in the United States. The Company invests in money market funds and high-grade, short-term commercial paper and corporate bonds, which management believes are subject to minimal credit and market risk. |
Marketable Securities | Marketable Securities Marketable securities consist of investments in high-grade corporate obligations, and government and government agency obligations that are classified as available-for-sale. Since these securities are available to fund current operations they are classified as current assets on the consolidated balance sheets. The Company adjusts the cost of available-for-sale debt securities for amortization of premiums and accretion of discounts to maturity. The Company includes such amortization and accretion as a component of interest income, net. Realized gains and losses and declines in value, if any, that the Company judges to be other-than-temporary on available-for-sale securities are reported as a component of interest income, net. To determine whether an other-than-temporary impairment exists, the Company considers whether it intends to sell the debt security and, if the Company does not intend to sell the debt security, it considers available evidence to assess whether it is more likely than not that it will be required to sell the security before the recovery of its amortized cost basis. During the years ended December 31, 2018, 2017 and 2016, the Company determined it did not have any securities that were other-than-temporarily impaired. Marketable securities are stated at fair value, including accrued interest, with their unrealized gains and losses included as a component of accumulated other comprehensive income or loss, which is a separate component of stockholders’ equity. The fair value of these securities is based on quoted prices and observable inputs on a recurring basis. Realized gains and losses are determined on the specific identification method. During the years ended December 31, 2018, 2017 and 2016, the Company did not have any realized gains or losses on marketable securities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash equivalents, and marketable securities, approximate their fair values. The fair value of the Company’s financial instruments reflects the amounts that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy has the following three levels: Level 1—quoted prices in active markets for identical assets and liabilities. Level 2—observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3—unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company measures the fair value of its marketable securities by taking into consideration valuations obtained from third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker-dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities and other observable inputs. As of December 31, 2018 and 2017, the Company’s financial assets valued based on Level 1 inputs consisted of cash and cash equivalents in a money market fund and its financial assets valued based on Level 2 inputs consisted of high-grade corporate bonds and commercial paper. During the years ended December 31, 2018, 2017 and 2016, the Company did not have any transfers of financials assets between Levels 1 and 2. As of December 31, 2018 and 2017, the Company did not have any financial liabilities that were recorded at fair value on a recurring basis on the balance sheet. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs are comprised of costs incurred in performing research and development activities, including internal costs (including stock-based compensation), costs for consultants, and other costs associated with the Company’s preclinical and clinical programs. In particular, Madrigal has conducted safety studies in animals, optimized and implemented the API manufacturing, and conducted Phase 1 & 2 clinical trials, all of which are considered research and development expenditures. |
Patents | Patents Costs to secure and defend patents are expensed as incurred and are classified as general and administrative expense in the Company’s statements of operations. Patent expenses were approximately $226 thousand, $176 thousand and $242 thousand for the years ended December 31, 2018, 2017 and 2016, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation expense based on the grant date fair value of stock options granted to employees, officers and directors. The Company uses the Black-Scholes option pricing model to determine the grant date fair value as management believes it is the most appropriate valuation method for its option grants. The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, expected volatility and expected lives of the options. The expected lives for options granted represent the period of time that options granted are expected to be outstanding. The Company uses the simplified method for determining the expected lives of options. Expected volatility is based upon an industry estimate. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company estimates the forfeiture rate based on historical data. This analysis is re-evaluated at least annually and the forfeiture rate is adjusted as necessary. Certain of the employee stock options granted by the Company are structured to qualify as incentive stock options (ISOs). Under current tax regulations, the Company does not receive a tax deduction for the issuance, exercise or disposition of ISOs if the employee meets certain holding requirements. If the employee does not meet the holding requirements, a disqualifying disposition occurs, at which time the Company may receive a tax deduction. The Company does not record tax benefits related to ISOs unless and until a disqualifying disposition is reported. In the event of a disqualifying disposition, the entire tax benefit is recorded as a reduction of income tax expense. The Company has not recognized any income tax benefit for its share-based compensation arrangements due to the fact that the Company does not believe it is more likely than not it will realize the related deferred tax assets. |
Income Taxes | Income Taxes The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the Company’s financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. The Company currently maintains a 100% valuation allowance on its deferred tax assets. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Changes in unrealized gains and losses on marketable securities represent the only difference between the Company's net loss and comprehensive loss. |
Basic and Diluted Loss Per Common Share | Basic and Diluted Loss Per Common Share Basic net loss per share is computed using the weighted average number of common shares outstanding during the period, excluding restricted stock that has been issued but is not yet vested. Diluted net loss per common share is computed using the weighted average number of common shares outstanding and the weighted average dilutive potential common shares outstanding using the treasury stock method. However, for the years ended December 31, 2018, 2017 and 2016, diluted net loss per share is the same as basic net loss per share as the inclusion of weighted average shares of unvested restricted common stock and common stock issuable upon the exercise of stock options would be anti-dilutive. The following table summarizes outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive: As of December 31, 2018 2017 2016 Common stock options 1,132,618 976,777 784,011 Unvested restricted common stock 52,063 104,127 157,262 Preferred stock 1,969,797 1,969,797 — |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2018, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting” to simplify the accounting for share-based payment transactions with non-employees of the Company. The guidance within this accounting standard update generally requires that share-based payment transactions for acquiring goods or services from non-employees of the Company be accounted for under the same guidance and model as all other share-based payment transactions, including employees of the Company. For public business entities, ASU 2018-07 is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The Company elected to early adopt the guidance within this accounting standard update in the second quarter of 2018. There was no significant impact from the adoption. In May 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” to provide clarity and reduce both diversity in practice, and cost and complexity when a change is made to the terms or conditions of a share-based payment award. For public business entities, ASU 2017-09 is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The update should be applied prospectively to an award modified on or after the adoption date. There was no significant impact from the adoption. In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which was designed to simplify several aspects of the accounting for share-based payment transactions, including, among other things, guidance related to accounting for income taxes, modification of the criteria for classification of awards as either equity awards or liability awards where an employer withholds shares from an employee’s share-based award for tax withholding purposes, and classification on the statement of cash flows of cash payments to a tax authority by an employer that withholds shares from an employee’s award for tax withholding purposes. The amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted ASU No. 2016-09 effective January 1, 2017. There was no significant impact from the adoption of ASU No. 2016-09 because the Company currently maintains a 100% valuation allowance on its deferred tax assets. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Clarification of Certain Cash Receipts and Cash Payments.” The objective of ASU No. 2016-15 is to eliminate the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. For public business entities, ASU 2016-15 is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. ASU 2015-16 provides that the amendments in the update should be applied retrospectively to all periods presented, unless deemed impracticable, in which case, prospective application is permitted. There was no significant impact from the adoption. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance in U.S. generally accepted accounting principles on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The amendments in this ASU are effective for fiscal years and interim periods beginning after December 15, 2017, and are to be adopted by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. There was no significant impact from the adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Summary of the outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive | As of December 31, 2018 2017 2016 Common stock options 1,132,618 976,777 784,011 Unvested restricted common stock 52,063 104,127 157,262 Preferred stock 1,969,797 1,969,797 — |
Reverse Merger (Tables)
Reverse Merger (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Reverse Merger | |
Schedule of estimated purchase price | Number of shares of the combined company to be owned by Synta stockholders(1) 4,032,734 Multiplied by the fair value of Synta common stock(2) $ 9.48 Purchase price (in thousands) $ 38,236 (1) Represents the number of shares of common stock of the combined company that Synta stockholders owned as of the closing of the merger pursuant to the Merger Agreement, including restricted stock awards and common stock underlying outstanding restricted stock units attributed to pre-combination services rendered by certain Synta employees and directors. This amount is calculated as 3,937,309 shares of Synta common stock outstanding as of July 22, 2016, including unvested restricted common stock, plus 95,425 shares of Synta common stock issuable pursuant to restricted stock units, net of tax withholdings, that vested immediately upon closing of the merger. The number of shares of common stock Synta issued to Madrigal stockholders was 7,253,655, calculated pursuant to the terms of the Merger Agreement based on Synta’s common stock outstanding as of July 22, 2016. (2) The fair value of Synta common stock used in determining the purchase price was $9.48, which was derived from the $0.2709 per share closing price of Synta common stock on July 21, 2016, the current price at the time of the closing, adjusted for the 1-for-35 reverse stock split. |
Schedule of allocation of total purchase price to acquired assets and liabilities assumed | The allocation of the purchase price to the acquired assets and liabilities assumed of Synta based on the fair values as of July 22, 2016 is as follows, including measurement period adjustments since the fair values presented in the Company’s Form 10-Q for the quarter ended September 30, 2016 (in thousands): Measurement period July 22 2016 July 22, 2016 adjustments (As adjusted) Cash, cash equivalents and marketable securities $ 42,611 $ 42,611 Prepaid expenses and other currents assets 1,715 1,715 Property and equipment, net 482 65 547 Accounts payable, accrued expenses and other liabilities (7,019) (7,019) Term loans and capital lease obligations (18) (18) In-process research and development 150 250 400 Goodwill 315 (315) — Net assets acquired $ 38,236 $ 38,236 |
Cash, Cash Equivalents and Ma_2
Cash, Cash Equivalents and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash, Cash Equivalents and Marketable Securities | |
Summary of cash, cash equivalents and available-for-sale marketable securities | A summary of cash, cash equivalents and available-for-sale marketable securities held by the Company as of December 31, 2018, 2017 and 2016 is as follows (in thousands): December 31, 2018 Unrealized Unrealized Fair Cost gains losses value Cash and cash equivalents: Cash (Level 1) $ 2,004 $ — $ — $ 2,004 Money market funds (Level 1) 43,401 — — 43,401 Corporate debt securities due within 3 months of date of purchase (Level 2) 11,974 — — 11,974 Total cash and cash equivalents 57,379 — — 57,379 Marketable securities: Corporate debt securities due within 1 year of date of purchase (Level 2) 426,658 14 (333) 426,339 Total cash, cash equivalents and marketable securities $ 484,037 $ 14 $ (333) $ 483,718 December 31, 2017 Unrealized Unrealized Fair Cost gains losses value Cash and cash equivalents: Cash (Level 1) $ 2,725 $ — $ — $ 2,725 Money market funds (Level 1) 145,902 — — 145,902 Corporate debt securities due within 3 months of date of purchase (Level 2) — — — — Total cash and cash equivalents 148,627 — — 148,627 Marketable securities: Corporate debt securities due within 1 year of date of purchase (Level 2) 42,931 — (31) 42,900 Total cash, cash equivalents and marketable securities $ 191,558 $ — $ (31) $ 191,527 December 31, 2016 Unrealized Unrealized Fair Cost gains losses value Cash and cash equivalents: Cash (Level 1) $ 5,651 $ — $ — $ 5,651 Money market funds (Level 1) 13,494 — — 13,494 Corporate debt securities due within 3 months of date of purchase (Level 2) — — — — Total cash and cash equivalents 19,145 — — 19,145 Marketable securities: Corporate debt securities due within 1 year of date of purchase (Level 2) 21,330 25 — 21,355 Total cash, cash equivalents and marketable securities $ 40,475 $ 25 $ — $ 40,500 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stock-based Compensation | |
Summary of stock option activity | The following table summarizes stock option activity during the twelve months ended December 31, 2018: Weighted Weighted average Aggregate average remaining intrinsic exercise contractual value (in Shares price life (years) thousands) Outstanding at January 1, 2018 976,777 $ 11.97 Options granted 266,400 174.13 Options exercised (101,809) 20.95 Options cancelled (8,750) 113.81 Outstanding at December 31, 2018 1,132,618 $ 48.52 8.01 $ 89,086 Exercisable at December 31, 2018 623,657 $ 12.31 7.59 $ 63,221 |
Summary of unvested restricted share activity | The following table summarizes unvested restricted share activity during the year ended December 31, 2018: Weighted average exercise Shares price Outstanding at January 1, 2018 104,127 $ 9.45 Vested (52,064) 9.45 Outstanding at December 31, 2018 52,063 $ 9.45 |
Schedule of stock-based compensation expense | Stock-based compensation expense during the years ended December 31, 2018, 2017 and 2016 was as follows (in thousands): Years Ended December 31, 2018 2017 2016 Stock-based compensation expense by type of award: Stock options $ 12,997 $ 2,662 $ 1,782 Restricted stock 492 592 736 Change in control bonus plan (see note 3) — — 5,411 Total stock-based compensation expense $ 13,489 $ 3,254 $ 7,929 Effect of stock-based compensation expense by line item: Research and development $ 3,707 $ 883 $ 5,387 General and administrative 9,782 2,371 2,542 Total stock-based compensation expense included in net loss $ 13,489 $ 3,254 $ 7,929 |
Schedule of unrecognized stock-based compensation expense | Unrecognized stock-based compensation expense as of December 31, 2018 was as follows (in thousands): Weighted Unrecognized average stock remaining compensation period expense (in years) Stock options $ 23,646 2.40 Restricted stock 272 0.55 Total $ 23,918 2.38 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Schedule of temporary differences that give rise to deferred tax assets and liabilities | Temporary differences that give rise to deferred tax assets and liabilities are as follows (in thousands): For the years ended December 31, 2018 2017 2016 Deferred Tax Liabilities Stock Compensation $ — $ — $ 270 Unrealized Gains on Investments — — 13 Total Deferred Tax Liabilities $ — $ — $ 283 Deferred Tax Assets Charitable Contributions $ 13 $ 4 $ 4 Accrued Expenses 498 421 — Intangibles 477 579 997 Stock Compensation 4,395 605 — Property, Plant & Equipment 9 — — Unrealized Loss on Investment 92 9 — Net Operating Losses 14,851 9,229 12,749 Capitalized R&D 15,108 8,671 4,226 R&D Credit 3,505 1,901 846 Total deferred tax assets before valuation allowance 38,948 21,419 18,822 Valuation Allowance (38,948) (21,419) (18,539) Total deferred tax assets — — 283 Net deferred tax assets $ — $ — $ — |
Schedule of differences between the effective income tax rate and the US statutory rate | Differences between the effective income tax rate and the US statutory rate were as follows (in thousands): For the years ended December 31, 2018 2017 2016 Tax benefit at U.S. federal statutory rate $ (6,890) $ (10,592) $ (8,972) Non-deductible interest expenses — — 410 Stock based compensation (3,415) 138 407 Transaction Costs — — 256 Effect of tax reform, change in federal tax rate — 9,260 — Other Nondeductible Expenses — 1 1 State income taxes benefit before valuation allowance, net of federal benefit (5,460) (704) (1,491) Increase in domestic valuation allowance 17,529 2,880 9,750 Research and development credit (1,604) (825) (390) Other adjustments (160) (158) 29 Income tax expense (benefit) $ — $ — $ — |
Quarterly Financial Data (una_2
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Data (unaudited) | |
Schedule of quarterly results of operations | The following tables present a summary of quarterly results of operations for 2018 and 2017 (in thousands, except shares and per share data): Three months ended March 31, June 30, September 30, December 31, 2018 2018 2018 2018 Revenues: Total revenues $ — $ — $ — $ — Operating expenses: Research and development 5,198 5,109 6,211 8,871 General and administrative 1,871 2,717 5,122 5,583 Total operating expenses 7,069 7,826 11,333 14,454 Loss from operations (7,069) (7,826) (11,333) (14,454) Interest expense — — — — Interest income 705 1,166 2,821 2,979 Other income — 200 — — Net loss $ (6,364) $ (6,460) $ (8,512) $ (11,475) Net loss per common share: Basic and diluted net loss per common share $ (0.45) $ (0.45) $ (0.56) $ (0.75) Basic and diluted weighted average number of common shares outstanding 14,127,868 14,383,720 15,307,872 15,348,358 Three months ended March 31, June 30, September 30, December 31, 2017 2017 2017 2017 Revenues: Total revenues $ — $ — $ — $ — Operating expenses: Research and development 4,380 6,816 6,682 6,512 General and administrative 1,695 1,623 1,955 2,399 Total operating expenses 6,075 8,439 8,637 8,911 Loss from operations (6,075) (8,439) (8,637) (8,911) Interest expense — — — — Interest income 76 92 174 216 Other income — — 100 250 Net loss $ (5,999) $ (8,347) $ (8,363) $ (8,445) Net loss per common share: Basic and diluted net loss per common share $ (0.50) $ (0.69) $ (0.68) $ (0.67) Basic and diluted weighted average number of common shares outstanding 11,955,739 12,039,005 12,378,622 12,597,864 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Patents (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |||
Patent expenses | $ 226 | $ 176 | $ 242 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Valuation allowance on deferred tax assets (as a percent) | 100.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Basic and Diluted Loss Per Common Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock options | |||
Anti-dilutive securities | |||
Outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive (in shares) | 1,132,618 | 976,777 | 784,011 |
Unvested restricted common stock | |||
Anti-dilutive securities | |||
Outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive (in shares) | 52,063 | 104,127 | 157,262 |
Preferred Stock | |||
Anti-dilutive securities | |||
Outstanding securities not included in the computation of diluted net loss per common share as their inclusion would be anti-dilutive (in shares) | 1,969,797 | 1,969,797 |
Reverse Merger (Details)
Reverse Merger (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 22, 2016 | Jul. 21, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Reverse Merger | ||||
Common stock received | 15,409,023 | 14,227,634 | ||
Shares outstanding | 15,409,023 | 14,227,634 | ||
Merged Company | ||||
Reverse Merger | ||||
Success fee settled in cash | $ 750 | |||
Success fee settled for both parties in shares | $ 750 | |||
Merged Company | Stockholders | ||||
Reverse Merger | ||||
Voting interest acquired | 64.00% | 64.00% | ||
Merged Company | ||||
Reverse Merger | ||||
Number of shares issued for each share of private Madrigal stock | 0.1593 | |||
Shares outstanding | 11,300,000 | |||
Merged Company | Synta Pharmaceuticals Corp | ||||
Reverse Merger | ||||
Number of shares of the combined company to be owned by Synta stockholders | 4,032,734 | |||
Multiplied by the fair value of Synta common stock | $ 9.48 | |||
Purchase price | $ 38,236 | |||
Synta Pharmaceuticals Corp | ||||
Reverse Merger | ||||
Reverse stock split | 0.02857 | |||
Multiplied by the fair value of Synta common stock | $ 9.48 | |||
Closing stock price (in dollars per share) | $ 0.2709 | |||
Synta Pharmaceuticals Corp | Stockholders | ||||
Reverse Merger | ||||
Shares outstanding | 3,937,309 | |||
Unvested restricted common stock | 95,425 | |||
Synta Pharmaceuticals Corp | Madrigal Pharmaceuticals, Inc | ||||
Reverse Merger | ||||
Common stock received | 7,253,655 |
Reverse Merger - Allocation of
Reverse Merger - Allocation of Total Purchase Price (Details) - Synta Pharmaceuticals Corp - USD ($) $ in Thousands | 5 Months Ended | |
Dec. 31, 2016 | Jul. 22, 2016 | |
Allocation of the total purchase price to the acquired assets and liabilities assumed | ||
Cash, cash equivalents and marketable securities | $ 42,611 | $ 42,611 |
Prepaid expenses and other currents assets | 1,715 | 1,715 |
Property and equipment, net | 547 | 482 |
Accounts payable, accrued expenses and other liabilities | (7,019) | (7,019) |
Term loans and capital lease obligations | (18) | (18) |
In-process research and development | 400 | 150 |
Goodwill | 315 | |
Net assets acquired | 38,236 | $ 38,236 |
Measurement period adjustments, Property and equipment, net | 65 | |
Measurement period adjustments, In-process research and development | 250 | |
Measurement period adjustments, Goodwill | (315) | |
Gain or losses on disposition of assets | $ 0 |
Reverse Merger - Convertible Pr
Reverse Merger - Convertible Promissory Notes-Related Parties and Bonus Plan Awards (Details) - USD ($) $ in Thousands, shares in Millions | Jul. 22, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Reverse Merger | ||||
Stock-based compensation expense | $ 13,489 | $ 3,254 | $ 7,929 | |
Merged Company | ||||
Reverse Merger | ||||
Shares received by plan participants in Change in Control Bonus Plan | 0.6 | |||
Percentage of change in control bonus plan awards to total common shares outstanding | 7.87% | |||
Stock-based compensation expense | $ 5,400 | |||
Convertible Promissory Notes | ||||
Reverse Merger | ||||
Convertible note issuances outstanding | $ 47,600 | |||
Debt converted into shares of common stock | 7.1 |
Reverse Merger - Stock Based Co
Reverse Merger - Stock Based Compensation (Details) - shares | Jul. 22, 2016 | Dec. 31, 2018 |
Stock options | ||
Reverse Merger | ||
Issued options (in shares) | 266,400 | |
Chief Executive Officer, Chief Medical Officer and Executive Vice President, and Chief Financial Officer and Senior Vice President | Unvested restricted common stock | ||
Reverse Merger | ||
Issued restricted shares (in shares) | 208,255 | |
Chief Executive Officer, Chief Medical Officer and Executive Vice President, and Chief Financial Officer and Senior Vice President | Stock options | ||
Reverse Merger | ||
Issued options (in shares) | 557,386 |
Liquidity and Uncertainties (De
Liquidity and Uncertainties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Liquidity and Uncertainties | |||||||||||
Net loss | $ 11,475 | $ 8,512 | $ 6,460 | $ 6,364 | $ 8,445 | $ 8,363 | $ 8,347 | $ 5,999 | $ 32,811 | $ 31,154 | $ 26,388 |
Accumulated deficit | $ 139,272 | $ 106,461 | $ 139,272 | $ 106,461 |
Cash, Cash Equivalents and Ma_3
Cash, Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash, Cash Equivalents and Marketable Securities | |||
Total cash, cash equivalents and marketable securities, Unrealized gains | $ 14 | $ 25 | |
Total cash, cash equivalents and marketable securities, Unrealized losses | (333) | $ (31) | |
Carrying value | |||
Cash, Cash Equivalents and Marketable Securities | |||
Cash and cash equivalents | 57,379 | 148,627 | 19,145 |
Total cash, cash equivalents and marketable securities, Cost | 484,037 | 191,558 | 40,475 |
Fair value | |||
Cash, Cash Equivalents and Marketable Securities | |||
Cash and cash equivalents | 57,379 | 148,627 | 19,145 |
Total cash, cash equivalents and marketable securities, Fair value | $ 483,718 | $ 191,527 | $ 40,500 |
Corporate debt securities due within 3 months of date of purchase | |||
Cash, Cash Equivalents and Marketable Securities | |||
Maturity period from date of purchase to classify an investment as marketable securities | 3 months | 3 months | 3 months |
Corporate debt securities due within 3 months of date of purchase | Carrying value | Level 2 | |||
Cash, Cash Equivalents and Marketable Securities | |||
Marketable securities, cost | $ 11,974 | ||
Corporate debt securities due within 3 months of date of purchase | Fair value | Level 2 | |||
Cash, Cash Equivalents and Marketable Securities | |||
Marketable securities, fair value | $ 11,974 | ||
Corporate debt securities due within 1 year of date of purchase | |||
Cash, Cash Equivalents and Marketable Securities | |||
Maturity period from date of purchase to classify an investment as marketable securities | 1 year | 1 year | 1 year |
Corporate debt securities due within 1 year of date of purchase | Level 2 | |||
Cash, Cash Equivalents and Marketable Securities | |||
Marketable securities, unrealized gains | $ 14 | $ 25 | |
Marketable securities, unrealized losses | (333) | $ (31) | |
Corporate debt securities due within 1 year of date of purchase | Carrying value | Level 2 | |||
Cash, Cash Equivalents and Marketable Securities | |||
Marketable securities, cost | 426,658 | 42,931 | 21,330 |
Corporate debt securities due within 1 year of date of purchase | Fair value | Level 2 | |||
Cash, Cash Equivalents and Marketable Securities | |||
Marketable securities, fair value | 426,339 | 42,900 | 21,355 |
Cash | Carrying value | Level 1 | |||
Cash, Cash Equivalents and Marketable Securities | |||
Cash and cash equivalents | 2,004 | 2,725 | 5,651 |
Cash | Fair value | Level 1 | |||
Cash, Cash Equivalents and Marketable Securities | |||
Cash and cash equivalents | 2,004 | 2,725 | 5,651 |
Money market funds | Carrying value | Level 1 | |||
Cash, Cash Equivalents and Marketable Securities | |||
Cash and cash equivalents | 43,401 | 145,902 | 13,494 |
Money market funds | Fair value | Level 1 | |||
Cash, Cash Equivalents and Marketable Securities | |||
Cash and cash equivalents | $ 43,401 | $ 145,902 | $ 13,494 |
Convertible Promissory Notes-_2
Convertible Promissory Notes-Related Parties (Details) $ in Thousands | Jul. 22, 2016USD ($) | Apr. 13, 2016USD ($)Lender | Jul. 30, 2015 | Jul. 22, 2016USD ($) | Dec. 31, 2018 | Dec. 31, 2016USD ($) |
Interest rate | 4.00% | |||||
Cash received | $ 8,500 | |||||
Conversion amount | 500 | |||||
Amended And Restated March 1, 2016 Notes | ||||||
Cash received | $ 8,500 | |||||
Convertible Promissory Notes | ||||||
Interest rate | 8.00% | |||||
Total accrued and waived interest | $ 13,700 | |||||
Accrued interest | $ 2,500 | |||||
Net waived interest recorded as an increase to APIC | 11,200 | |||||
Accrued interest recorded as increase in APIC upon conversion | $ 2,500 | |||||
Conversion amount | $ 500 | |||||
Lender D | Amended And Restated March 1, 2016 Notes | ||||||
Number of lender that exchanged advances payable to convertible debt | Lender | 1 | |||||
Conversion amount | $ 500 |
Advances Payable-Related Party
Advances Payable-Related Party (Details) - USD ($) $ in Thousands | Apr. 13, 2016 | Jul. 30, 2015 | Dec. 31, 2018 | Dec. 31, 2016 |
Advances Payable-Related Party | ||||
Working capital requirements | $ 500 | |||
Interest rate of advances from related party | 4.00% | |||
Exchange of related party advances payable for convertible notes | $ 500 | |||
Convertible Promissory Notes | ||||
Advances Payable-Related Party | ||||
Interest rate of advances from related party | 8.00% | |||
Exchange of related party advances payable for convertible notes | $ 500 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Common Stock (Details) | 12 Months Ended |
Dec. 31, 2018Vote | |
Stockholders' Equity (Deficit) | |
Number of votes per share that common stockholders are entitled to receive | 1 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Registered Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | |
Stockholders' Equity (Deficit) | |||
Value of shares sold by the entity | $ 173,805 | ||
Registered Offering | Common stock | Goldman Sachs & Co. LLC | Underwriting Agreement | |||
Stockholders' Equity (Deficit) | |||
Number of shares sold by the entity | 1,079,580 | 1,731,929 | |
Number of days granted to purchase additional shares | 30 days | 30 days | |
Issue price of stock | $ 305 | $ 83 | $ 83 |
Value of shares sold by the entity | $ 329,300 | $ 143,800 | |
Net proceeds after deducting commissions and other transactions costs | $ 311,800 | $ 135,700 | |
Additional Shares | Common stock | Goldman Sachs & Co. LLC | Underwriting Agreement | |||
Stockholders' Equity (Deficit) | |||
Number of shares sold by the entity | 95,973 | 225,904 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - June 2017 Private Placement (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2017USD ($)Vote$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | |
Stockholders' Equity (Deficit) | ||||
Value of shares sold by the entity | $ | $ 173,805 | |||
Net proceeds after deducting commissions and other transactions costs | $ | $ 311,825 | $ 173,805 | $ 5,954 | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Series A Convertible Preferred Stock | ||||
Stockholders' Equity (Deficit) | ||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||
Preferred stock conversion ratio | shares | 1 | |||
Preferred shares number voting rights | Vote | 0 | |||
Private Placement Offering | Purchase Agreement | ||||
Stockholders' Equity (Deficit) | ||||
Value of shares sold by the entity | $ | $ 35,000 | |||
Net proceeds after deducting commissions and other transactions costs | $ | $ 34,900 | |||
Private Placement Offering | Common stock | Purchase Agreement | ||||
Stockholders' Equity (Deficit) | ||||
Number of shares sold by the entity | shares | 328,300 | |||
Issue price of stock | $ / shares | $ 15.23 | |||
Private Placement Offering | Series A Convertible Preferred Stock | Purchase Agreement | ||||
Stockholders' Equity (Deficit) | ||||
Number of shares sold by the entity | shares | 1,969,797 | |||
Issue price of stock | $ / shares | $ 15.23 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - At The Market Issuances (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | 39 Months Ended | |
Oct. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Stockholders' Equity (Deficit) | ||||
Value of shares sold by the entity | $ 173,805 | |||
At-The-Market Issuance Sales Agreement | ||||
Stockholders' Equity (Deficit) | ||||
Number of shares sold by the entity | 0 | 215,539 | 597,256 | |
Value of shares sold by the entity | $ 3,500 | $ 9,600 | ||
Net proceeds after deducting commissions and other transactions costs | $ 3,400 | 9,400 | ||
Remaining reserved amount under shelf registration | $ 90,400 | $ 90,400 | ||
Cowen & Co. LLC | At-The-Market Issuance Sales Agreement | ||||
Stockholders' Equity (Deficit) | ||||
Notice period of termination of sales agreement | 10 days | |||
Cowen & Co. LLC | Maximum | At-The-Market Issuance Sales Agreement | ||||
Stockholders' Equity (Deficit) | ||||
Maximum aggregate offering price | $ 100,000 | |||
Percentage of gross proceeds payable as commission | 3.00% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Option (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-based compensation expense | |||
Shares available for future issuance | 1,200,845 | ||
Shares | |||
Outstanding at the beginning of the year (in shares) | 976,777 | ||
Options granted (in shares) | 266,400 | ||
Options exercised (in shares) | (101,809) | ||
Options cancelled (in shares) | (8,750) | ||
Outstanding at the end of the year (in shares) | 1,132,618 | 976,777 | |
Exercisable at the end of the year (in shares) | 623,657 | ||
Weighted average exercise price | |||
Outstanding at the beginning of the year (in dollars per share) | $ 11.97 | ||
Options granted (in dollars per share) | 174.13 | ||
Options exercised (in dollars per share) | 20.95 | ||
Options cancelled (in dollars per share) | 113.81 | ||
Outstanding at the end of the year (in dollars per share) | 48.52 | $ 11.97 | |
Exercisable at the end of the year (in dollars per share) | $ 12.31 | ||
Weighted average remaining contractual life (years) | |||
Outstanding at the end of the year | 8 years 4 days | ||
Exercisable at the end of the year | 7 years 7 months 2 days | ||
Aggregate intrinsic value | |||
Outstanding at the end of the year | $ 89,086 | ||
Exercisable at the end of the year | 63,221 | ||
Additional disclosures | |||
Total intrinsic value of options exercised | 18,800 | ||
Proceeds resulting from exercise of stock options | $ 2,100 | $ 0 | $ 0 |
Weighted-average grant date fair value of options (in dollars per share) | $ 137.49 | $ 13.30 | $ 7.50 |
Maximum | |||
Stock-based compensation expense | |||
Expiration period | 10 years |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted Common Stock (Details) - Unvested restricted common stock | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Shares | |
Outstanding at January 1, 2018 | shares | 104,127 |
Vested (in shares) | shares | (52,064) |
Outstanding at December 31, 2018 | shares | 52,063 |
Weighted average grant date fair value | |
Outstanding at January 1, 2018 (in dollars per share) | $ / shares | $ 9.45 |
Vested (in dollars per share) | $ / shares | 9.45 |
Outstanding at December 31, 2018 (in dollars per share) | $ / shares | $ 9.45 |
Stock-based Compensation - Expe
Stock-based Compensation - Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-based compensation expense | |||
Stock-based compensation expense | $ 13,489 | $ 3,254 | $ 7,929 |
Research and development | |||
Stock-based compensation expense | |||
Stock-based compensation expense | 3,707 | 883 | 5,387 |
General and administrative | |||
Stock-based compensation expense | |||
Stock-based compensation expense | 9,782 | 2,371 | 2,542 |
Stock options | |||
Stock-based compensation expense | |||
Stock-based compensation expense | 12,997 | 2,662 | 1,782 |
Unvested restricted common stock | |||
Stock-based compensation expense | |||
Stock-based compensation expense | $ 492 | $ 592 | 736 |
Change in control bonus plan | |||
Stock-based compensation expense | |||
Stock-based compensation expense | $ 5,411 |
Stock-based Compensation - Unre
Stock-based Compensation - Unrecognized Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Unrecognized stock-based compensation expense | |
Unrecognized stock compensation expense | $ 23,918 |
Weighted average remaining period (in years) | 2 years 4 months 17 days |
Stock options | |
Unrecognized stock-based compensation expense | |
Unrecognized stock compensation expense | $ 23,646 |
Weighted average remaining period (in years) | 2 years 4 months 24 days |
Unvested restricted common stock | |
Unrecognized stock-based compensation expense | |
Unrecognized stock compensation expense | $ 272 |
Weighted average remaining period (in years) | 6 months 18 days |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions | |||
Interest expense incurred on debt from related parties | $ 0 | $ 0 | $ 1,200 |
Former CEO | Consulting Agreement | |||
Related Party Transactions | |||
Period of notice for termination of consulting agreement | 15 days | ||
Consulting fees paid | $ 0 | $ 0 | $ 93 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Research, Development and Commercialization Agreement - Hoffmann-La Roche ("Roche") - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies | |||
Remainder of future milestone payments | $ 10,000,000 | ||
Licensed product sales | $ 0 | $ 0 | $ 0 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards (Details) $ in Millions | Dec. 31, 2018USD ($) |
Federal | |
Income Taxes | |
Net operating loss | $ 54.6 |
State | |
Income Taxes | |
Net operating loss | $ 43.3 |
Income Taxes - Research and Dev
Income Taxes - Research and Development Carryforward (Details) $ in Millions | Dec. 31, 2018USD ($) |
Federal | Research and development carryforward | |
Income Taxes | |
Research and development tax credit carryforwards | $ 3.3 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance and Uncertain Tax Position (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Taxes | |
Increase in valuation allowance | $ 17.5 |
Liability for uncertain tax positions | 0 |
Income tax related interest and penalties | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Tax Liabilities | |||
Stock Compensation | $ 270 | ||
Unrealized Gains on Investments | 13 | ||
Total Deferred Tax Liabilities | 283 | ||
Deferred Tax Assets | |||
Charitable Contributions | $ 13 | $ 4 | 4 |
Accrued Expenses | 498 | 421 | |
Intangibles | 477 | 579 | 997 |
Stock Compensation | 4,395 | 605 | |
Property, Plant & Equipment | 9 | ||
Unrealized Loss on Investment | 92 | 9 | |
Net Operating Losses | 14,851 | 9,229 | 12,749 |
Capitalized R&D | 15,108 | 8,671 | 4,226 |
R&D Credit | 3,505 | 1,901 | 846 |
Total deferred tax assets before valuation allowance | 38,948 | 21,419 | 18,822 |
Valuation Allowance | $ (38,948) | $ (21,419) | (18,539) |
Total deferred tax assets | $ 283 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective income tax rate reconciliation | |||
Tax benefit at U.S. federal statutory rate | $ (6,890) | $ (10,592) | $ (8,972) |
Non-deductible interest expenses | 410 | ||
Stock based compensation | (3,415) | 138 | 407 |
Transaction Costs | 256 | ||
Effect of tax reform, change in federal tax rate | 9,260 | ||
Other Nondeductible Expenses | 1 | 1 | |
State income taxes benefit before valuation allowance, net of federal benefit | (5,460) | (704) | (1,491) |
Increase in domestic valuation allowance | 17,529 | 2,880 | 9,750 |
Research and development credit | (1,604) | (825) | (390) |
Other adjustments | $ (160) | $ (158) | $ 29 |
Quarterly Financial Data (una_3
Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating expenses: | |||||||||||
Research and development | $ 8,871 | $ 6,211 | $ 5,109 | $ 5,198 | $ 6,512 | $ 6,682 | $ 6,816 | $ 4,380 | $ 25,389 | $ 24,390 | $ 15,933 |
General and administrative | 5,583 | 5,122 | 2,717 | 1,871 | 2,399 | 1,955 | 1,623 | 1,695 | 15,293 | 7,672 | 9,290 |
Total operating expenses | 14,454 | 11,333 | 7,826 | 7,069 | 8,911 | 8,637 | 8,439 | 6,075 | 40,682 | 32,062 | 25,223 |
Loss from operations | (14,454) | (11,333) | (7,826) | (7,069) | (8,911) | (8,637) | (8,439) | (6,075) | (40,682) | (32,062) | (25,223) |
Interest expense | 1,213 | ||||||||||
Interest income | 2,979 | 2,821 | 1,166 | 705 | 216 | 174 | 92 | 76 | |||
Other income | 200 | 250 | 100 | 200 | 350 | ||||||
Net loss | $ (11,475) | $ (8,512) | $ (6,460) | $ (6,364) | $ (8,445) | $ (8,363) | $ (8,347) | $ (5,999) | $ (32,811) | $ (31,154) | $ (26,388) |
Basic and diluted net loss per common share (in dollars per share) | $ (0.75) | $ (0.56) | $ (0.45) | $ (0.45) | $ (0.67) | $ (0.68) | $ (0.69) | $ (0.50) | $ (2.22) | $ (2.54) | $ (5.07) |
Basic and diluted weighted average number of common shares outstanding | 15,348,358 | 15,307,872 | 14,383,720 | 14,127,868 | 12,597,864 | 12,378,622 | 12,039,005 | 11,955,739 | 14,796,712 | 12,244,939 | 5,204,644 |