Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 08, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MTEM | |
Entity Registrant Name | Molecular Templates, Inc. | |
Entity Central Index Key | 1,183,765 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 26,895,230 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 68,181 | $ 1,716 |
Accounts receivable | 38 | 0 |
Prepaid expenses and other current assets | 1,363 | 127 |
Total current assets | 69,582 | 1,843 |
Property and equipment, net | 963 | 334 |
In-process research and development | 27,300 | 0 |
Goodwill | 3,314 | 0 |
Intangible assets | 1,321 | 921 |
Other assets | 57 | 0 |
Total assets | 102,537 | 3,098 |
Current liabilities: | ||
Accounts payable | 3,823 | 934 |
Accrued liabilities | 1,500 | 1,210 |
Current portion of long-term debt | 2,348 | 2,400 |
Current portion of capital lease obligations | 51 | 36 |
Related party debt (Note 5) | 0 | 7,315 |
Deferred revenue | 3,585 | 1,870 |
Total current liabilities | 11,307 | 13,765 |
Capital lease obligations, net of current portion | 60 | 53 |
Warrant liabilities | 1,392 | 49 |
Deferred rent | 145 | 0 |
Long-term debt, net of current portion | 1,734 | 3,165 |
Total liabilities | 14,638 | 17,032 |
Commitments and contingencies (Note 9) | ||
Redeemable convertible preferred stock | 0 | 25,871 |
Stockholders’ deficit: | ||
Common stock, $0.001 par value, shares authorized: 150,000,000 shares; issued and outstanding: 26,884,192 shares at September 30, 2017 and 303,303 shares at December 31, 2016 | 27 | 0 |
Additional paid-in capital | 145,428 | 568 |
Accumulated other comprehensive loss | 0 | 0 |
Accumulated deficit | (57,556) | (40,373) |
Total stockholders’ equity (deficit) | 87,899 | (39,805) |
Total liabilities and stockholders’ equity (deficit) | $ 102,537 | $ 3,098 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 26,884,192 | 303,303 |
Common stock, shares outstanding | 26,884,192 | 303,303 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Collaboration revenue | $ 648 | $ 0 | $ 2,408 | $ 0 |
Grant revenue | 0 | 0 | 167 | 1,526 |
Total revenue | 648 | 0 | 2,575 | 1,526 |
Operating expenses: | ||||
Research and development | 2,522 | 2,271 | 4,829 | 7,178 |
General and administrative | 3,996 | 810 | 8,233 | 2,553 |
Total operating expenses | 6,518 | 3,081 | 13,062 | 9,731 |
Loss from operations | (5,870) | (3,081) | (10,487) | (8,205) |
Interest and other income, net | 1 | 6 | 2 | 18 |
Other expense, net | (107) | (118) | (752) | (279) |
Change in fair value of warrant liabilities | (272) | 1 | (269) | 2 |
Loss on conversion of notes | (4,719) | 0 | (4,719) | 0 |
Net loss | (10,967) | (3,192) | (16,225) | (8,464) |
Deemed dividends on preferred stock | (138) | (393) | (958) | (1,179) |
Net loss attributable to common shareholders | $ (11,105) | $ (3,585) | $ (17,183) | $ (9,643) |
Net loss per share attributable to common shareholders: | ||||
Basic and diluted | $ (0.62) | $ (11.89) | $ (2.75) | $ (32.01) |
Weighted average number of shares used in net loss per share calculations: | ||||
Basic and diluted | 17,925,585 | 301,494 | 6,241,947 | 301,275 |
Other comprehensive loss: | ||||
Unrealized gain (loss) on available-for-sale securities | $ 0 | $ 0 | $ 0 | $ 0 |
Comprehensive loss | $ (11,105) | $ (3,585) | $ (17,183) | $ (9,643) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (16,225,000) | $ (8,464,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 71,000 | 48,000 |
Stock-based compensation expense | 1,430,000 | 85,000 |
Amortization of debt discount | 282,000 | 9,000 |
Change in common stock warrant fair value | 269,000 | (2,000) |
Loss on conversion of notes | 4,719,000 | 0 |
Loss on disposal of equipment | 0 | 2,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (38,000) | (250,000) |
Prepaid expenses and other assets | (280,000) | 101,000 |
Long term deposits | (57,000) | 0 |
Accounts payable | 2,618,000 | (26,000) |
Accrued liabilities | (1,003,000) | 576,000 |
Deferred rent | 145,000 | 0 |
Deferred revenue | 1,715,000 | (276,000) |
Net cash used in operating activities | (6,354,000) | (8,197,000) |
Cash flows from investing activities: | ||
Cash received from merger transaction | 11,216,000 | 0 |
Purchases of property and equipment | (287,000) | (25,000) |
Increase in leasehold improvements | (82,000) | 0 |
Increase in intangible assets | (400,000) | (371,000) |
Net cash provided by (used in) investing activities | 10,447,000 | (396,000) |
Cash flows from financing activities: | ||
Payments of capital lease obligations | (35,000) | (21,000) |
Proceeds from issuance of long-term debt | 0 | 3,000,000 |
Repayment of long-term debt | (1,800,000) | 0 |
Retirement of stock warrants | (208,000) | 0 |
Proceeds from issuance of related party debt | 2,685,000 | 3,000,000 |
Proceeds from stock option exercise | 14,000 | 0 |
Proceeds from promissory note | 4,000,000 | 0 |
Proceeds from issuance of common stock and warrants, net of offering expenses | 57,716,000 | 1,000 |
Net cash provided by financing activities | 62,372,000 | 5,980,000 |
Net increase (decrease) in cash and cash equivalents | 66,465,000 | (2,613,000) |
Cash and cash equivalents, beginning of period | 1,716,000 | 4,245,000 |
Cash and cash equivalents, end of period | 68,181,000 | 1,632,000 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 194,000 | 159,000 |
Non-Cash Investing and Financing Activities | ||
Deemed dividends on preferred stock | 958,000 | 1,179,000 |
Conversion of preferred stock | 26,830,000 | 0 |
Conversion of related party debt | 10,486,000 | 0 |
Capital lease additions to fixed assets | 57,000 | 50,000 |
Fixed asset additions in accounts payable | 274,000 | 0 |
Warrants issued with debt | $ 0 | $ 18,000 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business Molecular Templates, Inc. (the “Company” or “Molecular”), is clinical stage a biopharmaceutical company formed in 2001, with a biologic therapeutic platform for the development of novel targeted therapeutics for cancer and other diseases, headquartered in Austin, Texas. The Company’s initial focus is on the research and development of therapeutic compounds for a variety of cancers. Molecular operates its business as a single segment, as defined by U.S. generally accepted accounting principles (“U.S. GAAP”). On August 1, 2017, the Company, formerly known as Threshold Pharmaceuticals, Inc. (Nasdaq: THLD) (“Threshold”), completed its business combination with the entity then known as Molecular Templates, Inc., a private Delaware Corporation (“Private Molecular”), in accordance with the terms of an Agreement and Plan of Merger and Reorganization, (the “Merger Agreement”) Basis of Presentation These unaudited interim condensed consolidated financial statements reflect the historical results of Private Molecular prior to the completion of the Merger, and do not include the historical results of the Company prior to the completion of the Merger. All share and per share disclosures have been adjusted to reflect the exchange of shares in the Merger, and the 11-for-1 reverse stock split of the common stock effected on August 1, 2017. Under U.S. GAAP, the Merger is treated as a “reverse merger” under the purchase method of accounting. For accounting purposes, Private Molecular is considered to have acquired Threshold. See Note 3, Merger with Private Molecular, for further details on the Merger and the U.S. GAAP accounting treatment. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for pursuant to the requirements of the Securities and Exchange Commission (“SEC”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for the fair presentation of results for the periods presented, have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year or any other interim period. The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the recorded amounts reported therein. A change in facts or circumstances surrounding the estimate could result in a change to estimates and impact future operating results. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Amended Registration Statement on Form S-4/A filed with the SEC on June 27, 2017. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, and reflect the elimination of intercompany accounts and transactions. Prior Year’s Presentations Certain amounts in the prior year’s presentations have been reclassified to conform to the current presentation. These reclassifications had no effect on previously reported net loss. Revenue Recognition The accounting guidance for revenue recognition requires that the following criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. Determination of whether persuasive evidence of an arrangement exists and whether delivery has occurred or services have been rendered are based on management’s judgments regarding the fixed nature of the fee charged for research performed and milestones met, and the collectability of those fees. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. Revenue under the Company’s license and collaboration arrangements is recognized based on the performance requirements of the contract. Collaboration agreements may include non-refundable license fees, research and development funding, cost reimbursements and contingent milestones and royalties. Under ASC 605-25, in multiple-element arrangement; fixed or determinable contract consideration is allocated to the deliverables with stand-alone value and revenue is recognized for each such deliverable according to the method appropriate for each deliverable. Revenue is allocated to each element using a selling price hierarchy, using the selling price for an element based on vendor specific objective evidence (“VSOE”); third-party evidence (“TPE”); or the best estimate of selling price, if neither VSOE nor TPE is available. Upfront, non-refundable licensing payments are assessed to determine whether or not the licensee is able to obtain stand-alone value from the license. Where the license does not have stand-alone value, non-refundable license fees are recognized as revenue as the Company performs under the applicable agreement. Where the license has stand-alone value, the Company recognizes total license revenue at the time all revenue recognition criteria have been met. The Company receives funds from a state financial assistance program, which is a conditional cost reimbursement grant and revenue is recognized as allowable costs are paid. The Company recognized approximately $0 million and $0.2 million in grant revenue under these awards during the three and nine months ended September 30, 2017 compared to $0 and $1.5 million for the three and nine months ended September 30, 2016, respectively. Amounts collected in excess of revenue recognized are recorded as deferred revenue. Accounts Receivable Accounts receivable represent valid claims against customers. Management reviews accounts receivable regularly to determine if any receivable amounts are potentially uncollectible and then estimates the amount of allowance for doubtful accounts necessary to reduce the accounts receivable to estimate its net realizable value. As of September 30, 2017, management believes there were no receivable amounts requiring an allowance for doubtful accounts. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of risk consist principally of cash and cash equivalents, investments, long term debt and accounts receivable. The Company’s cash, cash equivalents and investments are invested in deposits with two major financial institutions in the United States. Deposits in these banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any realized losses on its deposits of cash, cash equivalents or investments. The Company performs an ongoing credit evaluation of its strategic partners’ financial conditions and generally does not require collateral to secure accounts receivable from its strategic partners. The Company’s exposure to credit risk associated with non-payment will be affected principally by conditions or occurrences within Takeda Pharmaceutical Company Ltd. (“Takeda”). Approximately 100% and 74% of total revenues for the three and nine months ended September 30, 2017, were derived from Takeda. There were no accounts receivable due from Takeda at December 31, 2016. See also Note 4, Research and Development Collaboration Agreement, regarding the collaboration agreements with Takeda. Drug candidates developed by the Company may require approvals or clearances from the U.S. Food and Drug Administration (“FDA”) or international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s drug candidates will receive any of the required approvals or clearances. If the Company were to be denied approval or clearance or any such approval or clearance were to be delayed, it would have a material adverse impact on the Company. Intangible Assets (Patents) Intangible assets consist of patents in application statuses which are not yet subject to amortization, and which management has deemed to have an alternative future use. In-process Research & Development In-process research and development, or IPR&D, represents the fair value assigned to research and development assets that were not fully developed as of the completion of the Merger. IPR&D acquired in a business combination is capitalized on the Company’s balance sheet at its acquisition-date fair value. Until the project is completed, the asset is accounted for as an indefinite-lived intangible asset subject to impairment testing. Upon completion of a project, the carrying value of the related IPR&D is reclassified to intangible assets and is amortized over the estimated useful life of the asset. The Company evaluates the potential impairment of its intangible assets if events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. Recently Issued Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (FASB) issued an accounting standard update for the presentation of deferred income taxes. Under this new guidance, deferred tax liabilities and assets should be classified as noncurrent in a classified balance sheet. The update is effective for the Company beginning in the first quarter of fiscal year 2017 with early adoption permitted as of the beginning of an interim or annual reporting period. Additionally, this guidance may be applied either prospectively or retrospectively to all periods presented. We adopted the standard in the first quarter of 2017 and it did not have a material impact to our consolidated financial statements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU 2014-09, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In March 2016, the FASB amended the principal-versus-agent implementation guidance and illustrations in the new standard. In April 2016, the FASB amended the guidance on identifying performance obligations and the implementation guidance on licensing in the new standard. In May 2016, the FASB amended the guidance on collectability, noncash consideration, presentation of sales tax and transition in the new standard. In December 2016, the FASB issued ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” which amends certain narrow aspects of the guidance issued in ASU 2014-09. The new standard will become effective starting on January 1, 2018. Early application is permitted to the original effective date of January 1, 2017. The Company will adopt the standard on January 1, 2018. The standard permits the use of either the modified retrospective method or full retrospective approach for all periods presented. While the Company is continuing to assess all potential impacts of the standard, the Company believes the most significant accounting impact will relate to the timing of the recognition of our license, collaboration, and milestone revenues. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee – Share Based Payment Accounting,” or ASU 2016-09," which amends ASC Topic 718, “Compensation – Stock Compensation.” ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. The Company adopted the standard effective January 1, 2017 and the adoption did not have a material effect on its condensed consolidated financial statement. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 requires management to record right-to-use asset and lease liability on the statement of financial position for operating leases. ASU 2016-02 is effective for annual and interim reporting periods beginning on or after December 15, 2018 and the modified retrospective approach is required. The Company is in the process of evaluating the impact the adoption of this standard would have on its financial statements and disclosures. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718)": Scope of Modification Accounting” to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under this new guidance, modification accounting is required if the fair value, vesting conditions, or classification of the award changes as a result of the change in terms or conditions. ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. The Company does not expect the adoption of this guidance to have a material impact on its financial statements or disclosures. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 2 — NET LOSS PER SHARE Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by giving effect to all potential dilutive common shares, including outstanding options and warrants. Potential dilutive common shares also include the dilutive effect of the common stock underlying in-the-money stock options and warrants that were calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of an option or warrant is assumed to be used to repurchase shares in the current period. In addition, the average amount of compensation cost for in-the-money options, if any, for future service that the Company has not yet recognized when the option is exercised, is also assumed to repurchase shares in the current period. A reconciliation of the numerator and denominator used in the calculation is as follows (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator: Net loss attributable to common shareholders $ (11,105 ) $ (3,585 ) $ (17,183 ) $ (9,643 ) Denominator: Weighted average common shares outstanding - basic and diluted 17,925,585 301,494 6,241,947 301,275 Net loss per share: Basic and diluted $ (0.62 ) $ (11.89 ) $ (2.75 ) $ (32.01 ) The following outstanding warrants and options were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an antidilutive effect (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Shares issuable upon exercise of warrants 3,274 49 3,274 49 Shares issuable upon exercise of stock options 1,870 856 1,870 856 |
Merger with Private Molecular
Merger with Private Molecular | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Merger with Private Molecular | NOTE 3 — MERGER WITH PRIVATE MOLECULAR On August 1, 2017, the Company, formerly known as Threshold, completed its business combination with Private Molecular, in accordance with the terms of the Merger Agreement Also on August 1, 2017, in connection with, and prior to the completion of, the Merger, Threshold effected an 11-for-1 reverse stock split of its common stock (the “Reverse Stock Split”) and changed its name from Threshold Pharmaceuticals, Inc. to Molecular Templates, Inc. Under the terms of the Merger, at the effective time of the Merger, the Company issued shares of its common stock to Private Molecular stockholders, at an exchange ratio of 7.7844 shares of common stock (the “Exchange Ratio”), after taking into account the Reverse Stock Split, in exchange for each share of Private Molecular common stock outstanding immediately prior to the Merger. Immediately following the closing of the Merger on August 1, 2017, the former Threshold stockholders owned approximately 34.4% of the aggregate number of shares of common stock of the Company and the former Private Molecular stockholders owned approximately 65.6% of the shares of common stock of the Company, subject to adjustments in accordance with the merger agreement. All Private Molecular stock options granted under the Private Molecular stock option plan (whether or not then exercisable) outstanding prior to the effective time of the Merger were exchanged for options to purchase the Company’s common stock. All outstanding and unexercised Private Molecular stock options assumed by the Company may be exercised solely for shares of the Company’s common stock. The number of shares of the Company’s common stock subject to each Private Molecular stock option assumed by the Company was determined by multiplying (a) the number of shares of Private Molecular common stock that were subject to such Private Molecular stock option, as in effect immediately prior to the effective time of the merger by (b) the Exchange Ratio and and dividing by 11 (to account for the Reverse Stock Split); rounding the resulting number down to the nearest whole number of shares of the Company’s common stock. The per share exercise price for the Company’s common stock issuable upon exercise of each Private Molecular stock option assumed by the Company shall be determined by dividing (a) the per share exercise price of Private Molecular common stock subject to such Private Molecular stock option, as in effect immediately prior to the effective time of the merger, by (b) the Exchange Ratio, and multiplying by 11 (to account for the Reverse Stock Split); rounding the resulting exercise price up to the nearest whole cent. The exchange of the Private Molecular stock options for the Company’s stock options was treated as a modification of the awards. Threshold equity awards issued and outstanding at the time of the Merger will remain issued and outstanding. However, for accounting purposes, Threshold equity awards will be assumed to have been exchanged for equity awards of Private Molecular, the accounting acquirer. As of August 1, 2017, Threshold had outstanding stock options to purchase 963,681 shares of common stock, of which stock options to purchase 963,681 shares were vested and exercisable at a weighted average exercise price of $33.62 per share, after giving effect to the Reverse Stock Split. Allocation of Purchase Consideration Pursuant to business combination accounting, the Company applied the acquisition method, which requires the assets acquired and liabilities assumed be recorded at fair value with limited exceptions. The purchase price for Threshold on August 1, 2017, the closing date of the Merger, was as follows (in thousands, except per share amounts): August 1, 2017 Number of share of the combined company owned by Threshold stockholders 6,508 (1) Multiplied by the price per share of Threshold common stock $ 5.94 (2) Purchase price before options $ 38,658 Threshold options assumed 1,006 (3) Total purchase price $ 39,664 1. Represents the number of shares of common stock of the combined company that Threshold stockholders owned as of the closing of the Merger pursuant to the Merger Agreement. This amount is calculated as 6,508,356 shares of Threshold common stock outstanding as of August 1, 2017, adjusted for the 11-for-1 reverse stock split. 2. The fair value of Threshold common stock used in determining the purchase price was $5.94, which was derived from the $0.54 per share closing price of Threshold on August 1, 2017, the current price at the time of closing, adjusted for the 11-for-1 reverse stock split. 3. Because the Company is considered to be the acquirer for accounting purposes, the pre-Merger vested stock options granted by Threshold under the 2014 Equity Incentive Plan are deemed to have been exchanged for equity awards of the Company and as such the portion of the acquisition date fair value of these equity awards attributable to pre-Merger service to Threshold were accounted for as a component of the consideration transferred. Under the acquisition method of accounting, the total purchase price was allocated to tangible and identifiable intangible assets acquired and liabilities assumed of Threshold on the basis of their estimated fair values as of the transaction closing date on August 1, 2017. The following table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed based on their fair values as of August 1, 2017 (in thousands): August 1, 2017 Cash and cash equivalents $ 11,216 Prepaid expenses and other current assets 945 In-process research and development (IPR&D) 27,300 Goodwill 3,314 Accounts payable, accrued expenses (1,990 ) Warrant liability (1,121 ) Net assets acquired $ 39,664 The Company believes that the historical values of Threshold’s current assets and current liabilities approximate fair value based on the short-term nature of such items. The final allocation of the purchase price is dependent on the finalization of the valuation of the fair value of assets acquired and liabilities assumed and may differ from the amounts included in these financial statements. The Company expects to complete the final allocation as soon as practical but no later than one year from the acquisition date. In Process Research and Development The Company used the risk adjusted discounted cash flow method to value the in-process research and development intangible asset. Under the valuation method, the present value of future cash flows expected to be generated from the in-process research and development of the acquired product candidate, evofosfamide, was determined using a discount rate of 12%, and identified projected cash flows from evofosfamide were risk adjusted to take into consideration the probabilities of moving through the various clinical stages. Goodwill The excess of the purchase price over the assets acquired and liabilities assumed represents goodwill. The goodwill is primarily attributable to the synergies expected to arise after the acquisition and is not expected to be deductible for tax purposes. Transaction Costs Transaction costs associated with the Merger of approximately $1.9 million are included in general and administrative expense. Threshold Promissory Note On March 24, 2017, the Company received $2.0 million from Threshold in the form of a promissory note at an interest rate of 1% per annum. The Company received an additional $2.0 million on June 1, 2017. The note was settled as part of the Merger. Share Based Awards The exchange of Private Molecular stock options to purchase Threshold common stock, as renamed Molecular, was accounted for as a modification of the awards because the legal exchange of the awards is considered a modification of Private Molecular stock options. The modification of the stock options did not result in any incremental compensation expense as the modification did not increase the fair value of the stock options. Additionally, pursuant to the terms of the Merger Agreement, participants in the 2014 Equity Incentive Plan received accelerated vesting for all or a portion of their pre-merger awards as well as a modification of the exercise period. The Company recorded $1.2 million in stock compensation associated with the transaction. See Note 12, Stock Based Compensation, for further details about stock based compensation recorded. Pro Forma Results in connection with the Merger The Company’s operating results include $142,000 of operating expenses attributable to the former Threshold business activities for the period of August 1, 2017 to September 30, 2017. The unaudited financial information in the following table summarizes the combined results of operations of the Company and Threshold, on a pro forma basis, as if the Merger occurred at the beginning of the periods presented (in thousands, except per share data). Nine Months Ended September 30, 2017 2016 Revenue $ 5,575 $ 1,526 Net loss $ (14,201 ) $ (28,226) The above unaudited pro forma information was determined based on historical GAAP results of Molecular and Threshold. The unaudited pro forma combined results do not necessarily reflect what the Company’s combined results of operations would have been, if the acquisition was completed on January 1, 2016. The unaudited pro forma combined net loss includes pro forma adjustments primarily related to the following non-recurring items directly attributable to the business combinations: • Elimination of combined transaction costs of $3.3 million for the nine-months ended September 30, 2017. No such costs were incurred in 2016. • Elimination of the loss on conversion of notes of $4.7 million for the nine-months ended September 30, 2017. No such loss was incurred in 2016. • Elimination of stock-based compensation expenses of $1.2 million related to the acceleration of vesting and modification of post-termination exercise periods of Threshold stock options awards in connection with the Merger for the nine-months ended September 30, 2017. No such costs were incurred in 2016. • Elimination of interest expense of $0.3 million for the nine months ended September 30, 2017, related to the Threshold bridge loan to Private Molecular that was paid down with the Merger. No such interest was incurred in 2016. • Elimination of the change in the fair value of the Threshold warrant liabilities of $0.3 million and $0.5 million of loss for the nine months ended September 30, 2017 and September 30, 2016, respective. |
Research and Development Collab
Research and Development Collaboration Agreements | 9 Months Ended |
Sep. 30, 2017 | |
Research And Development [Abstract] | |
Research and Development Collaboration Agreements | NOTE 4 — RESEARCH AND DEVELOPMENT COLLABORATION AGREEMENTS Related Party Collaboration Agreement - Takeda Pharmaceuticals, Inc. Takeda Collaboration Agreement In October 2016, Private Molecular entered into a collaboration and option agreement (the “Takeda Collaboration Agreement”) with Millennium Pharmaceuticals, Inc., a wholly owned subsidiary of Takeda, to discover and develop CD38-targeting engineered toxin bodies (“ETBs”), which includes MT-4019 for evaluation by Takeda. Under the terms of the Takeda Collaboration Agreement, Molecular is responsible for providing to Takeda (i) new ETBs generated using Takeda’s proprietary fully human antibodies targeting CD38 and (ii) MT-4019 for in vitro and in vivo pharmacological and anti-tumor efficacy evaluations. Molecular granted Takeda (1) a background IP license during the term of the Takeda Collaboration Agreement, and (2) an exclusive option during the term of the Takeda Collaboration Agreement and for a period of thirty days thereafter, to negotiate and obtain an exclusive worldwide license to develop and commercialize any ETB that may result from this collaboration, including MT-4019. Molecular received an upfront payment of $2.0 million in technology access fees and cost reimbursement associated with the Company’s performance and completion of the Company’s obligations under the agreement. The Company determined that the deliverables under the Takeda Collaboration Agreement were the background IP license, as well as the research and development services. The option to license ETBs is a substantive option, and not deemed a deliverable. The Company determined that there was one unit of accounting, since the background IP license did not have standalone value. Revenues are recognized over the period that the research and development services occur using the proportional performance model. During the three and nine months ended September 30, 2017, the Company recorded collaboration revenue from Takeda of $0.6 and $1.9 million, respectively, under the Takeda Collaboration Agreement. During the three and nine months ended September 30, 2016, the Company recorded no collaboration revenue from Takeda since the agreement was not yet in place. Takeda Multi-Target Agreement In June 2017, Molecular entered into a Multi-Target Collaboration and License Agreement with Takeda (“Takeda Multi-Target Agreement”) in which Molecular will collaborate with Takeda to identify and generate ETBs, against two targets designated by Takeda. Takeda will designate certain targets of interest as the focus of the research. Each party grants to the other nonexclusive rights in its intellectual property for purposes of the conduct of the research, and Molecular agrees to work exclusively with Takeda with respect to the designated targets. Under the Takeda Multi-Target Agreement, Takeda has an option during an option period to obtain an exclusive license under Molecular’s intellectual property to develop, manufacture, commercialize and otherwise exploit ETBs against the designated targets. The option period for each target ends three months after the completion of the evaluation of such designated target. Molecular received an upfront fee of $1.0 million and is entitled to receive an additional $2 million upon the designation of each of the two targets. Molecular may also receive an additional $25.0 million, in aggregate through the exercise of the option to license ETBs. Additionally, Molecular is entitled to receive up to approximately $545.0 million in additional milestone payments through preclinical and clinical development and commercialization. Molecular is also entitled to tiered royalty payments of a mid-single to low-double digit percentage of net sales of any licensed ETBs, subject to certain reductions. The Takeda Multi-Target Agreement will expire on the expiration of the option period (within three months after the completion of the evaluation of each designated target) for the designated targets if Takeda does not exercise its options, or, following exercise of the option, on the later of the expiration of patent rights claiming the licensed ETB or ten years from first commercial sale of a licensed ETB. Takeda Multi-Target Agreement may be sooner terminated by Takeda for convenience or upon a Molecular change of control, or by either party for an uncured material breach of the agreement. The Company determined that the deliverables under the Takeda Multi-Target Agreement were the background IP license, the research and development services, and manufacturing know-how. The option to license ETBs is a substantive option, considered to be at fair value, and not deemed a deliverable. The Company determined that there was one unit of accounting, since the background IP license, and the manufacturing know-how did not have standalone value. Revenues are recognized over the period that the research and development services occur using the proportional performance model. In connection with the execution of the Takeda Multi-Target Agreement. Takeda also entered into a stock purchase agreement with the Company (“Takeda Stock Purchase Agreement”), pursuant to which Takeda purchased approximately $20.0 million of shares of the Company’s common stock following the reverse-merger in the third quarter of 2017. See Note 11. Stockholders’ Equity, for further details. Since the Takeda Stock Purchase Agreement was contingent, it was not a deliverable under the Takeda Multi-Target Agreement. During the three and nine months ended September 30, 2017, the Company recorded no collaboration revenue under the Multi-Target Takeda Agreement, since no services had been performed under the project. Grant Agreements The Company receives funds from a state grant funding program, which is a conditional cost reimbursement grant and revenue is recognized as allowable costs are paid. In November 2011, Private Molecular was awarded a $10.6 million product development grant from CPRIT for its CD20-targeting ETB MT-3724. To date, Molecular has received $9.5 million in grant funds. The Company did not recognized any grant revenue under these awards during the three months ended September 30, 2017 and 2016, respectively. The Company recognized approximately $0.2 million and $1.5 million in grant revenue under these awards during the nine months ended September 30, 2017 and 2016, respectively. Amounts collected in excess of revenue recognized are recorded as deferred revenue. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Convertible Notes As of September 30, 2017 and December 31, 2016, the Company had received an aggregate of approximately $10,000,000 and $7,315,038, respectively, from stockholders under secured convertible promissory notes (the “Notes”). All of the Notes issued in 2017 and 2016 had the same terms. The Notes were subordinate to the long-term debt due to Silicon Valley Bank (See Note 8. Borrowing Arrangements) and accrue interest at a rate of 5.0% per annum, which was due with all unpaid principal on the maturity date of September 7, 2017. In connection with the Merger, the holders of the Notes agreed to convert the Notes based on an agreed upon price of $3.36 per share. As a result, the Company recorded a loss on conversion of notes of $4.7 million during the three and nine months ended September 30, 2017, since the agreed upon price was below the fair value of the Notes at the time of the Merger. Takeda Collaboration and Stock Purchase In connection with the Takeda Stock Purchase Agreement described in Note 4. Research and Development Collaboration Agreements, Takeda became a related party, following the stock purchase. Refer to Note 4. Research and Development Collaboration Agreements for more details about the Takeda Collaboration Agreement and the Takeda Multi-Target Agreement. Refer to Note 11. Stockholders’ Equity, for more detail about the Takeda Stock Purchase Agreement. Threshold Promissory Note The Company received $4 million in the aggregate from Threshold during 2017 in the form on a promissory note, that was settled as part of the Merger. Refer to Note 3. Merger with Private Molecular, for more details about the Threshold promissory note. O ther The Company incurred expenses to a stockholder for consulting fees which totaled approximately $15,000 for each of the three months ended September 30, 2017 and 2016 included in general and administrative expenses. |
Marketable Securities and Fair
Marketable Securities and Fair Value | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Marketable Securities and Fair Value | NOTE 6 —MARKETABLE SECURITIES AND FAIR VALUE The Company accounts for its marketable securities in accordance with ASC 820 “Fair Value Measurements and Disclosures.” Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. For Level 2 securities that have market prices from multiples sources, a “consensus price” or a weighted average price for each of these securities can be derived from a distribution-curve-based algorithm which includes market prices obtained from a variety of industrial standard data providers (e.g. Bloomberg), security master files from large financial institutions, and other third-party sources. Level 2 securities with short maturities and infrequent secondary market trades are typically priced using mathematical calculations adjusted for observable inputs when available. The following table sets forth the Company’s financial assets (cash equivalents and marketable securities) at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 (in thousands): Basis of Fair Value Measurements Fair Value as of September 30, 2017 Level 1 Level 2 Level 3 Money market funds $ 12,450 $ 12,450 $ — $ — Basis of Fair Value Measurements Fair Value as of December 31, 2016 Level 1 Level 2 Level 3 Money market funds $ 796 $ 796 $ — $ — The Company invests in highly-liquid, investment-grade securities. The following is a summary of the Company’s available-for-sale securities at September 30, 2017 and December 31, 2016 (in thousands): As of September 30, 2017 Cost Basis Unrealized Gain Unrealized Loss Fair Value Money market funds $ 12,450 $ — $ — $ 12,450 Less cash equivalents (12,450 ) — — (12,450 ) Total marketable securities $ — $ — $ — $ — As of December 31, 2016 (in thousands): Cost Basis Unrealized Gain Unrealized Loss Fair Value Money market funds $ 796 $ — $ — $ 796 Less cash equivalents (796 ) — — (796 ) Total marketable securities $ — $ — $ — $ — There were no realized gains or losses in the three and nine months ended September 30, 2017 and 2016, respectively. Fair value of financial liabilities: As of September 30, 2017 and December 31, 2016, the fair value of the long-term debt, payable in installments through year ended 2019, approximated its carrying value of $4.1 million and $5.6 million, respectively, because it is carried at a market observable interest rate, which are considered Level 2. The Company determined the fair value of the liability associated with its 2017 Warrants to purchase in aggregate 377,273 shares of outstanding common stock using a Black-Scholes Model. See detailed discussion in Note 11 — |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | NOTE 7 — BALANCE SHEET COMPONENTS Accrued liabilities were comprised of the following (in thousands): September 30, December 31, 2017 2016 Accrued liabilities: Clinical costs $ 712 $ 409 Bridge note interest — 201 Payroll related 627 553 Consulting and professional fees 103 26 Other accrued expenses 58 21 Total accrued liabilities $ 1,500 $ 1,210 Deferred revenue was comprised of the following: September 30, December 31, 2017 2016 Deferrred revenue: Grant agreement $ 2,493 $ 620 Collaboration agreements 1,092 1,250 Total deferred revenue $ 3,585 $ 1,870 |
Borrowing Arrangements
Borrowing Arrangements | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | NOTE 8 — BORROWING ARRANGEMENTS In April 2014, the Company entered into a loan and security agreement with Silicon Valley Bank (“SVB”) that was subsequently amended in April 2015, to provide for (1) Growth Capital Advances to the Company of up to $6.0 million over three tranches based on corporate milestones (2) term loans of up to $6.0 million in the aggregate (“Growth Capital Loan”); (3) warrants to purchase 34,620 shares of the Company’s common stock at an exercise price of $3.07 per share under the amended loan and security agreement; and (4) a final fee of $345,000 due at the loan maturity date in addition to the principal and interest payments. The Company drew down $0.8 million and $2.3 million in May and June 2015 and issued warrants to purchase 17,310 shares of the Company’s common stock at an exercise price of $3.07 per share under the second and amended loan and security agreement. The Company drew down $3.0 million in April 2016 and issued warrants to purchase 17,310 shares of the Company’s common stock at an exercise price of $3.07 per share under the second term loan. The warrants issued in the Loan Agreement became exercisable upon issuance, and were converted into common stock upon the closing of the Merger. As of September 30, 2016, the Company has received $6 million in the aggregate from this loan and security agreement. The Company is required to repay the outstanding principal in 30 equal installments beginning November 1, 2016 and is due in full on April 30, 2019. Interest accrues at a rate of 1.19% above prime, or 5.44% per annum as of September 30, 2017. Interest only payments were made monthly and beginning November 1, 2016, the Company paid the first of thirty consecutive equal monthly payments of principal plus interest. The Company paid approximately $1,800,000 in principal and $187,000 in interest in the nine months ended September 30, 2017 and $0 in principal and $156,000 in interest in the nine months ended September 30, 2016. The final fee of $345,000 is being accreted to interest expense over the life of the loan using the effective interest method. The Growth Capital Loan matures on April 30, 2019 and is secured by substantially all assets of the Company. The Company does not have any financial loan covenants related to the Growth Capital Loan. As of September 30, 2017 and December 31, 2016 the Growth Capital Loan balance was $4,145,000 and $5,600,000, respectively. As of September 30, 2017 and December 31, 2016, the Company was in compliance with the non-financial covenants of the Growth Capital Loan. Future required principal payments on the Growth Capital Loan were as follows as of September 30, 2017 (in thousands): 2017 $ 600 2018 2,400 2019 1,145 Total debt 4,145 Debt discount and deferred finance costs (63 ) Total debt, net $ 4,082 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 — COMMITMENTS AND CONTINGENCIES The Company is obligated under operating lease agreements covering the Company’s office facilities. Facilities expense under the operating leases was approximately $182,000 and $57,000 for the three months ended September 30, 2017 and 2016, respectively and approximately $387,000 and $187,000 for the nine months ended September 30, 2017 and 2016, respectively. In August, 2017, the Company executed new lease amendments and a new lease for facilities in Austin, Texas and Jersey City, New Jersey, respectively. Future minimum payments due under the operating lease agreements at September 30, 2017 were as follows (in thousands): 2017 (remaining) $ 177 2018 1,040 2019 1,136 2020 1,049 2021 1,075 2022 718 Thereafter 486 Total $ 5,681 The Company leases laboratory equipment under non-cancelable capital lease agreements. As of September 30, 2017 and December 31, 2016, laboratory equipment under capital leases included in property and equipment totaled approximately $171,000 and $136,000, respectively, net of accumulated amortization of approximately $66,000 and $44,000, respectively. Future minimum capital lease payments consisted of the following at September 30, 2017 (in thousands): 2017 (remaining) $ 12 2018 55 2019 33 2020 21 Total future minimum capital lease payments 121 Less: amount representing interest (10 ) Total capital lease obligations 111 Current portion of lease obligations (51 ) Capital lease obligations, non-current portion $ 60 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2017 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | NOTE 10 — REDEEMABLE CONVERTIBLE PREFERRED STOCK The following is a summary of the Company’s redeemable convertible preferred stock at September 30, 2017 and December 31, 2016 (collectively, the “Preferred Stock”): Shares Issued and Outstanding Par Value Shares Authorized September 30, 2017 December 31, 2016 Series A Preferred Stock $ 0.001 2,500,000 — 2,500,000 Series B Preferred Stock $ 0.001 2,273,531 — 2,273,531 Series C Preferred Stock $ 0.001 4,391,748 — 4,342,874 Total 9,165,279 — 9,116,405 On August 1, 2017, the Company’s preferred stock was converted to common shares as a result of the Merger. The following table presents changes in the preferred stock: Series A Preferred Series B Preferred Series C Preferred Total Balance at December 31, 2016 $ 3,889,257 $ 5,480,130 $ 16,501,938 $ 25,871,325 Deemed dividends on preferred stock 119,406 178,129 660,765 958,300 Conversion to common stock in merger (4,008,663 ) (5,658,259 ) (17,162,703 ) (26,829,625 ) Balance at September 30, 2017 $ — $ — $ — $ — |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 11 — STOCKHOLDERS’ EQUITY Equity Financings On August 1, 2017, the Company entered into the a securities purchase agreement with Longitude Venture Partners III, L.P. and certain other accredited investors (the Longitude Securities Purchase Agreement”), pursuant to which the Company sold an aggregate of 5,793,063 units (the “Units”) accredited investors (the Longitude Securities Purchase Agreement”), pursuant to which the Company sold an aggregate of 5,793,063 units (the “Units”) having an aggregate purchase price of $40.0 million, each such Unit consisting of (i) one (1) share (the “Shares”) of our common stock and (ii) a warrant (the “Warrants”) to purchase 2,896,532 shares of our common stock (the “Private Placement”). The Private Placement was pursuant to equity commitment letter agreements entered into by and between the Company and investors in March and June 2017. The purchase price per Unit was $6.9048. The Warrants will be exercisable for a period of seven years from the date of their issuance at a per-share exercise price of $6.8423 (which exercise price shall be payable in cash or through a cashless exercise mechanic), subject to certain adjustments as specified in the Warrants. At September 30, 2017, there were warrants outstanding under this agreement to purchase 2,896,532 share of common stock. The value of these warrants is included in additional paid-in capital on the balance sheet. In connection with the execution of the Takeda Multi-Target Agreement, Threshold and Private Molecular entered into the Takeda Stock Purchase Agreement. Pursuant to the Takeda Stock Purchase Agreement, following the consummation of the Merger and Private Placement, Takeda purchased 2,922,993 shares of the Company common stock, at a price per share of $6.84, for an aggregate purchase price of $20 million. Common Stock Warrant Valuation The Company accounts for certain of its common stock warrants under guidance in ASC 480 that clarifies the determination of whether an instrument is classified as a liability or equity. Due to change in control provisions outside of the Company’s control in the warrant agreement, the guidance requires the Company’s outstanding warrants to be classified as liabilities and to be fair valued at each reporting period, with the changes in fair value recognized as other income (expense) in the Company’s consolidated statements of operations. The following table is a reconciliation of the warrant liability measured at fair value using level 3 inputs (in thousands): Warrant Liability Balance at December 31, 2016 $ 49 Change in fair value through August 1, 2017 (3 ) Exercise of warrant put related to 2014 warrants (46 ) Warrant liability related to Merger on August 1, 2017 1,120 Change in fair value during the two months ended September 30, 2017 272 Balance at September 30, 2017 $ 1,392 At September 30, 2017, the Company had warrants outstanding (“2017 Warrants”) to purchase 377,273 shares of common stock, having an exercise price of $39.82 per share, that were previously issued by Threshold, and which were recorded by Molecular as a liability as part of the Merger transaction. At December 31, 2016, the Company had warrants outstanding (“2014 Warrants”) to purchase 48,874 shares of preferred stock, having an exercise price of $3.07 per share, which were issued by Molecular as part of the loan and security agreement with Silicon Valley Bank (“SVB”). These warrants were converted into common stock at the closing of the Merger. Refer to Note 8, Borrowing Arrangements, for further details about the SVB loan and security agreement. The fair value of these warrants on September 30, 2017 and December 31, 2016 was determined using a Black-Scholes model with the following key level 3 inputs: September 30, 2017 December 31, 2016 Risk-free interest rate 1.62 % 1.20 % Expected life (in years) 2.39 2.25 Dividend yield — — Volatility 154 % 76 % Stock price $ 6.97 $ 3.07 During the three months ended September 30, 2017 the change in fair value of $272,000 of noncash expense related to the warrants was recorded as Change in fair value of warrant liabilities in the Company’s consolidated statement of operations. The following table sets forth the Company’s financial liabilities subject to fair value measurements as of September 30, 2017 and December 31, 2016 (in thousands): Basis of Fair Value Measurements Fair Value as of September 30, 2017 Level 1 Level 2 Level 3 2017 warrants $ 1,392 $ — $ — $ 1,392 Basis of Fair Value Measurements Fair Value as of December 31, 2016 Level 1 Level 2 Level 3 2014 warrants $ 49 $ — $ — $ 49 |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | NOTE 12 — STOCK BASED COMPENSATION The Company recognizes stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation.” Stock-based compensation expense, which consists of the compensation cost for employee stock options granted under the 2009 Equity inventive Plan and under the 2014 Equity Incentive Plan, and the value of options issued to non-employees for services rendered, was allocated to research and development and general and administrative expenses in the unaudited consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016 as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Amortization of stock-based compensation: Research and development $ 312 $ — $ 312 $ — General and administrative 1,066 27 1,118 85 $ 1,378 $ 27 $ 1,430 $ 85 Valuation Assumptions The Company estimated the fair value of stock options granted using the Black-Scholes option-pricing formula and a single option award approach. This fair value is being amortized ratably over the requisite service periods of the awards, which is generally the vesting period. The fair value of employee stock options was estimated using the following weighted-average assumptions for the three and nine months ended September 30, 2017 and 2016: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Employee Stock Options: Risk-free interest rate 1.85 % — 1.85 % 1.85 % Expected term (in years) 6.09 — 6.05 5.00 Dividend yield — — — — Volatility 113 % — 111 % 76 % Weighted-average fair value of stock options granted 5.57 $ — 5.40 $ 1.14 To determine the expected term of the Company’s employee stock options granted, the Company utilized the simplified approach as defined by SEC Staff Accounting Bulletin No. 107, “Share-Based Payment” Employee Stock-based Compensation Expense As required by ASC 718, the Company recognized $1.4 million and $1.4 million of stock-based compensation expense related to stock options under the Company’s equity incentive plans for the three and nine months ended September 30, 2017 and $27,000 and $85,000 of stock-based compensation for the three and nine months ended September 30, 2016. Additionally, pursuant to the terms of the Merger Agreement, the participants in the 2014 Equity Incentive Plan received accelerated vesting for all or a portion of their pre-merger awards as well as a modification of the exercise period. The Company recorded $1.2 million in stock compensation associated with the transaction. As of September 30, 2017, the total unrecognized compensation cost related to unvested stock-based awards granted to employees under the Company’s equity incentive plans was approximately $1.7million. This cost will be recorded as compensation expense on a ratable basis over the remaining weighted average requisite service period of approximately 3.8 years. Equity Incentive Plans Equity Incentive Plans The Company has a 2009 Equity Incentive Plan and assumed a 2014 Equity Incentive Plan as a result of the merger. The Company does not intend to issue any shares under the 2009 Stock Plan. The following table summarizes stock option activity under the Company’s equity incentive plans: Options Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2016 941,682 $ 0.92 — — Options assumed in merger (1) 963,681 $ 33.62 — — Granted 306,627 $ 6.40 — — Exercised (3,335 ) $ 4.23 — — Forfeitures (3,094 ) $ 1.84 — — Outstanding at September 30, 2017 2,205,561 $ 15.96 4.11 $ 6,140 Vested and expected to vest September 30, 2017 2,194,308 $ 16.01 4.08 $ 6,131 Exercisable at September 30, 2017 1,870,232 $ 17.75 3.10 $ 5,773 (1) In connection with the Merger with Private Molecular on August 1, 2017, the Company assumed stock options covering an aggregate of 963,681 shares of common stock. The total intrinsic value of stock options exercised during the nine months ended September 30, 2017 and 2016, was $7,000 and $0, respectively, as determined at the date of the option exercise. Cash received from stock option exercises was $14,000 and $0 for the nine months ended September 30, 2017 and 2016, respectively. The Company issues new shares of common stock upon exercise of options. In connection with these exercises, there was no tax benefit realized by the Company due to the Company’s current loss position. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 — INCOME TAXES During the three and nine months ended September 30, 2017 and 2016, the Company did not record a provision for income taxes because it expected to generate a net operating loss for the year ending December 31, 2017 and 2016, respectively. The Company defines the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the taxing authorities based solely on the technical merits of the position. If the recognition threshold is met, the tax benefit is measured and recognized as the largest amount of tax benefit that, in the Company’s judgment, is greater than 50% likely to be realized. The significant jurisdictions in which the Company files income tax returns are the United States and the states of Texas, California and New Jersey. For jurisdictions in which tax filings are made, the Company is subject to income tax examination for all fiscal years since inception. The Company believes that it maintains adequate reserves for uncertain tax positions. In general, under Section 382 of the Internal Revenue Code (“Section 382”), a corporation that undergoes an ‘ownership change’ is subject to limitations on its ability to utilize its pre-change net operating losses (“NOLs”) and tax credits to offset future taxable income. A portion of the Company’s existing NOLs and tax credits are subject to limitations arising from previous ownership changes, including those obtained during the Merger with Private Molecular. Future changes in the Company’s stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 and result in additional limitations. |
Organization and Summary of S19
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited interim condensed consolidated financial statements reflect the historical results of Private Molecular prior to the completion of the Merger, and do not include the historical results of the Company prior to the completion of the Merger. All share and per share disclosures have been adjusted to reflect the exchange of shares in the Merger, and the 11-for-1 reverse stock split of the common stock effected on August 1, 2017. Under U.S. GAAP, the Merger is treated as a “reverse merger” under the purchase method of accounting. For accounting purposes, Private Molecular is considered to have acquired Threshold. See Note 3, Merger with Private Molecular, for further details on the Merger and the U.S. GAAP accounting treatment. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for pursuant to the requirements of the Securities and Exchange Commission (“SEC”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for the fair presentation of results for the periods presented, have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year or any other interim period. The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the recorded amounts reported therein. A change in facts or circumstances surrounding the estimate could result in a change to estimates and impact future operating results. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Amended Registration Statement on Form S-4/A filed with the SEC on June 27, 2017. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, and reflect the elimination of intercompany accounts and transactions. Prior Year’s Presentations Certain amounts in the prior year’s presentations have been reclassified to conform to the current presentation. These reclassifications had no effect on previously reported net loss. |
Revenue Recognition | Revenue Recognition The accounting guidance for revenue recognition requires that the following criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. Determination of whether persuasive evidence of an arrangement exists and whether delivery has occurred or services have been rendered are based on management’s judgments regarding the fixed nature of the fee charged for research performed and milestones met, and the collectability of those fees. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. Revenue under the Company’s license and collaboration arrangements is recognized based on the performance requirements of the contract. Collaboration agreements may include non-refundable license fees, research and development funding, cost reimbursements and contingent milestones and royalties. Under ASC 605-25, in multiple-element arrangement; fixed or determinable contract consideration is allocated to the deliverables with stand-alone value and revenue is recognized for each such deliverable according to the method appropriate for each deliverable. Revenue is allocated to each element using a selling price hierarchy, using the selling price for an element based on vendor specific objective evidence (“VSOE”); third-party evidence (“TPE”); or the best estimate of selling price, if neither VSOE nor TPE is available. Upfront, non-refundable licensing payments are assessed to determine whether or not the licensee is able to obtain stand-alone value from the license. Where the license does not have stand-alone value, non-refundable license fees are recognized as revenue as the Company performs under the applicable agreement. Where the license has stand-alone value, the Company recognizes total license revenue at the time all revenue recognition criteria have been met. The Company receives funds from a state financial assistance program, which is a conditional cost reimbursement grant and revenue is recognized as allowable costs are paid. The Company recognized approximately $0 million and $0.2 million in grant revenue under these awards during the three and nine months ended September 30, 2017 compared to $0 and $1.5 million for the three and nine months ended September 30, 2016, respectively. Amounts collected in excess of revenue recognized are recorded as deferred revenue. |
Accounts Receivable | Accounts Receivable Accounts receivable represent valid claims against customers. Management reviews accounts receivable regularly to determine if any receivable amounts are potentially uncollectible and then estimates the amount of allowance for doubtful accounts necessary to reduce the accounts receivable to estimate its net realizable value. As of September 30, 2017, management believes there were no receivable amounts requiring an allowance for doubtful accounts. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of risk consist principally of cash and cash equivalents, investments, long term debt and accounts receivable. The Company’s cash, cash equivalents and investments are invested in deposits with two major financial institutions in the United States. Deposits in these banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any realized losses on its deposits of cash, cash equivalents or investments. The Company performs an ongoing credit evaluation of its strategic partners’ financial conditions and generally does not require collateral to secure accounts receivable from its strategic partners. The Company’s exposure to credit risk associated with non-payment will be affected principally by conditions or occurrences within Takeda Pharmaceutical Company Ltd. (“Takeda”). Approximately 100% and 74% of total revenues for the three and nine months ended September 30, 2017, were derived from Takeda. There were no accounts receivable due from Takeda at December 31, 2016. See also Note 4, Research and Development Collaboration Agreement, regarding the collaboration agreements with Takeda. Drug candidates developed by the Company may require approvals or clearances from the U.S. Food and Drug Administration (“FDA”) or international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s drug candidates will receive any of the required approvals or clearances. If the Company were to be denied approval or clearance or any such approval or clearance were to be delayed, it would have a material adverse impact on the Company. |
Intangible Assets (Patents) | Intangible Assets (Patents) Intangible assets consist of patents in application statuses which are not yet subject to amortization, and which management has deemed to have an alternative future use. |
In-process Research & Development | In-process Research & Development In-process research and development, or IPR&D, represents the fair value assigned to research and development assets that were not fully developed as of the completion of the Merger. IPR&D acquired in a business combination is capitalized on the Company’s balance sheet at its acquisition-date fair value. Until the project is completed, the asset is accounted for as an indefinite-lived intangible asset subject to impairment testing. Upon completion of a project, the carrying value of the related IPR&D is reclassified to intangible assets and is amortized over the estimated useful life of the asset. The Company evaluates the potential impairment of its intangible assets if events or changes in circumstances indicate that the carrying amount of the asset may not be fully recoverable. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (FASB) issued an accounting standard update for the presentation of deferred income taxes. Under this new guidance, deferred tax liabilities and assets should be classified as noncurrent in a classified balance sheet. The update is effective for the Company beginning in the first quarter of fiscal year 2017 with early adoption permitted as of the beginning of an interim or annual reporting period. Additionally, this guidance may be applied either prospectively or retrospectively to all periods presented. We adopted the standard in the first quarter of 2017 and it did not have a material impact to our consolidated financial statements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), or ASU 2014-09, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In March 2016, the FASB amended the principal-versus-agent implementation guidance and illustrations in the new standard. In April 2016, the FASB amended the guidance on identifying performance obligations and the implementation guidance on licensing in the new standard. In May 2016, the FASB amended the guidance on collectability, noncash consideration, presentation of sales tax and transition in the new standard. In December 2016, the FASB issued ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” which amends certain narrow aspects of the guidance issued in ASU 2014-09. The new standard will become effective starting on January 1, 2018. Early application is permitted to the original effective date of January 1, 2017. The Company will adopt the standard on January 1, 2018. The standard permits the use of either the modified retrospective method or full retrospective approach for all periods presented. While the Company is continuing to assess all potential impacts of the standard, the Company believes the most significant accounting impact will relate to the timing of the recognition of our license, collaboration, and milestone revenues. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee – Share Based Payment Accounting,” or ASU 2016-09," which amends ASC Topic 718, “Compensation – Stock Compensation.” ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. The Company adopted the standard effective January 1, 2017 and the adoption did not have a material effect on its condensed consolidated financial statement. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 requires management to record right-to-use asset and lease liability on the statement of financial position for operating leases. ASU 2016-02 is effective for annual and interim reporting periods beginning on or after December 15, 2018 and the modified retrospective approach is required. The Company is in the process of evaluating the impact the adoption of this standard would have on its financial statements and disclosures. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718)": Scope of Modification Accounting” to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under this new guidance, modification accounting is required if the fair value, vesting conditions, or classification of the award changes as a result of the change in terms or conditions. ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. The Company does not expect the adoption of this guidance to have a material impact on its financial statements or disclosures. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator | A reconciliation of the numerator and denominator used in the calculation is as follows (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Numerator: Net loss attributable to common shareholders $ (11,105 ) $ (3,585 ) $ (17,183 ) $ (9,643 ) Denominator: Weighted average common shares outstanding - basic and diluted 17,925,585 301,494 6,241,947 301,275 Net loss per share: Basic and diluted $ (0.62 ) $ (11.89 ) $ (2.75 ) $ (32.01 ) |
Warrants, Options and Purchase Rights Excluded from Computation of Diluted Net Loss Per Share | The following outstanding warrants and options were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an antidilutive effect (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Shares issuable upon exercise of warrants 3,274 49 3,274 49 Shares issuable upon exercise of stock options 1,870 856 1,870 856 |
Merger with Private Molecular (
Merger with Private Molecular (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Purchase Price for Threshold on Closing Date of Merger | The purchase price for Threshold on August 1, 2017, the closing date of the Merger, was as follows (in thousands, except per share amounts): August 1, 2017 Number of share of the combined company owned by Threshold stockholders 6,508 (1) Multiplied by the price per share of Threshold common stock $ 5.94 (2) Purchase price before options $ 38,658 Threshold options assumed 1,006 (3) Total purchase price $ 39,664 1. Represents the number of shares of common stock of the combined company that Threshold stockholders owned as of the closing of the Merger pursuant to the Merger Agreement. This amount is calculated as 6,508,356 shares of Threshold common stock outstanding as of August 1, 2017, adjusted for the 11-for-1 reverse stock split. 2. The fair value of Threshold common stock used in determining the purchase price was $5.94, which was derived from the $0.54 per share closing price of Threshold on August 1, 2017, the current price at the time of closing, adjusted for the 11-for-1 reverse stock split. 3. Because the Company is considered to be the acquirer for accounting purposes, the pre-Merger vested stock options granted by Threshold under the 2014 Equity Incentive Plan are deemed to have been exchanged for equity awards of the Company and as such the portion of the acquisition date fair value of these equity awards attributable to pre-Merger service to Threshold were accounted for as a component of the consideration transferred. |
Summary of Allocation of Purchase Consideration to Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed based on their fair values as of August 1, 2017 (in thousands): August 1, 2017 Cash and cash equivalents $ 11,216 Prepaid expenses and other current assets 945 In-process research and development (IPR&D) 27,300 Goodwill 3,314 Accounts payable, accrued expenses (1,990 ) Warrant liability (1,121 ) Net assets acquired $ 39,664 |
Pro Forma Results in Connection with Merger | The unaudited financial information in the following table summarizes the combined results of operations of the Company and Threshold, on a pro forma basis, as if the Merger occurred at the beginning of the periods presented (in thousands, except per share data). Nine Months Ended September 30, 2017 2016 Revenue $ 5,575 $ 1,526 Net loss $ (14,201 ) $ (28,226) |
Marketable Securities and Fai22
Marketable Securities and Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Assets at Fair Value on Recurring Basis | The following table sets forth the Company’s financial assets (cash equivalents and marketable securities) at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 (in thousands): Basis of Fair Value Measurements Fair Value as of September 30, 2017 Level 1 Level 2 Level 3 Money market funds $ 12,450 $ 12,450 $ — $ — Basis of Fair Value Measurements Fair Value as of December 31, 2016 Level 1 Level 2 Level 3 Money market funds $ 796 $ 796 $ — $ — |
Summary of Company's Available-for-Sale Securities | The Company invests in highly-liquid, investment-grade securities. The following is a summary of the Company’s available-for-sale securities at September 30, 2017 and December 31, 2016 (in thousands): As of September 30, 2017 Cost Basis Unrealized Gain Unrealized Loss Fair Value Money market funds $ 12,450 $ — $ — $ 12,450 Less cash equivalents (12,450 ) — — (12,450 ) Total marketable securities $ — $ — $ — $ — As of December 31, 2016 (in thousands): Cost Basis Unrealized Gain Unrealized Loss Fair Value Money market funds $ 796 $ — $ — $ 796 Less cash equivalents (796 ) — — (796 ) Total marketable securities $ — $ — $ — $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Components of Accrued Liabilities | Accrued liabilities were comprised of the following (in thousands): September 30, December 31, 2017 2016 Accrued liabilities: Clinical costs $ 712 $ 409 Bridge note interest — 201 Payroll related 627 553 Consulting and professional fees 103 26 Other accrued expenses 58 21 Total accrued liabilities $ 1,500 $ 1,210 |
Components of Deferred Revenue | Deferred revenue was comprised of the following: September 30, December 31, 2017 2016 Deferrred revenue: Grant agreement $ 2,493 $ 620 Collaboration agreements 1,092 1,250 Total deferred revenue $ 3,585 $ 1,870 |
Borrowing Arrangements (Tables)
Borrowing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Growth Capital Loan | |
Debt Instrument [Line Items] | |
Schedule of Required Future Principal Payments | Future required principal payments on the Growth Capital Loan were as follows as of September 30, 2017 (in thousands): 2017 $ 600 2018 2,400 2019 1,145 Total debt 4,145 Debt discount and deferred finance costs (63 ) Total debt, net $ 4,082 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Payments Due under Operating Lease Agreements | Future minimum payments due under the operating lease agreements at September 30, 2017 were as follows (in thousands): 2017 (remaining) $ 177 2018 1,040 2019 1,136 2020 1,049 2021 1,075 2022 718 Thereafter 486 Total $ 5,681 |
Schedule of Future Minimum Capital Lease Payments | Future minimum capital lease payments consisted of the following at September 30, 2017 (in thousands): 2017 (remaining) $ 12 2018 55 2019 33 2020 21 Total future minimum capital lease payments 121 Less: amount representing interest (10 ) Total capital lease obligations 111 Current portion of lease obligations (51 ) Capital lease obligations, non-current portion $ 60 |
Redeemable Convertible Prefer26
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Redeemable Convertible Preferred Stock | The following is a summary of the Company’s redeemable convertible preferred stock at September 30, 2017 and December 31, 2016 (collectively, the “Preferred Stock”): Shares Issued and Outstanding Par Value Shares Authorized September 30, 2017 December 31, 2016 Series A Preferred Stock $ 0.001 2,500,000 — 2,500,000 Series B Preferred Stock $ 0.001 2,273,531 — 2,273,531 Series C Preferred Stock $ 0.001 4,391,748 — 4,342,874 Total 9,165,279 — 9,116,405 |
Schedule of Changes in the Preferred Stock | The following table presents changes in the preferred stock: Series A Preferred Series B Preferred Series C Preferred Total Balance at December 31, 2016 $ 3,889,257 $ 5,480,130 $ 16,501,938 $ 25,871,325 Deemed dividends on preferred stock 119,406 178,129 660,765 958,300 Conversion to common stock in merger (4,008,663 ) (5,658,259 ) (17,162,703 ) (26,829,625 ) Balance at September 30, 2017 $ — $ — $ — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Reconciliation of Warrant Liability Measured at Fair Value | The following table is a reconciliation of the warrant liability measured at fair value using level 3 inputs (in thousands): Warrant Liability Balance at December 31, 2016 $ 49 Change in fair value through August 1, 2017 (3 ) Exercise of warrant put related to 2014 warrants (46 ) Warrant liability related to Merger on August 1, 2017 1,120 Change in fair value during the two months ended September 30, 2017 272 Balance at September 30, 2017 $ 1,392 |
Outstanding Warrants Valuation Assumption | The fair value of these warrants on September 30, 2017 and December 31, 2016 was determined using a Black-Scholes model with the following key level 3 inputs: September 30, 2017 December 31, 2016 Risk-free interest rate 1.62 % 1.20 % Expected life (in years) 2.39 2.25 Dividend yield — — Volatility 154 % 76 % Stock price $ 6.97 $ 3.07 |
Financial Liabilities Subject to Fair Value Measurements | The following table sets forth the Company’s financial liabilities subject to fair value measurements as of September 30, 2017 and December 31, 2016 (in thousands): Basis of Fair Value Measurements Fair Value as of September 30, 2017 Level 1 Level 2 Level 3 2017 warrants $ 1,392 $ — $ — $ 1,392 Basis of Fair Value Measurements Fair Value as of December 31, 2016 Level 1 Level 2 Level 3 2014 warrants $ 49 $ — $ — $ 49 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation Expense | Stock-based compensation expense, which consists of the compensation cost for employee stock options granted under the 2009 Equity inventive Plan and under the 2014 Equity Incentive Plan, and the value of options issued to non-employees for services rendered, was allocated to research and development and general and administrative expenses in the unaudited consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016 as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Amortization of stock-based compensation: Research and development $ 312 $ — $ 312 $ — General and administrative 1,066 27 1,118 85 $ 1,378 $ 27 $ 1,430 $ 85 |
Weighted-Average Fair Value Valuation Assumptions | The fair value of employee stock options was estimated using the following weighted-average assumptions for the three and nine months ended September 30, 2017 and 2016: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Employee Stock Options: Risk-free interest rate 1.85 % — 1.85 % 1.85 % Expected term (in years) 6.09 — 6.05 5.00 Dividend yield — — — — Volatility 113 % — 111 % 76 % Weighted-average fair value of stock options granted 5.57 $ — 5.40 $ 1.14 |
Stock Option Activity Under Equity Incentive Plan | The following table summarizes stock option activity under the Company’s equity incentive plans: Options Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2016 941,682 $ 0.92 — — Options assumed in merger (1) 963,681 $ 33.62 — — Granted 306,627 $ 6.40 — — Exercised (3,335 ) $ 4.23 — — Forfeitures (3,094 ) $ 1.84 — — Outstanding at September 30, 2017 2,205,561 $ 15.96 4.11 $ 6,140 Vested and expected to vest September 30, 2017 2,194,308 $ 16.01 4.08 $ 6,131 Exercisable at September 30, 2017 1,870,232 $ 17.75 3.10 $ 5,773 (1) In connection with the Merger with Private Molecular on August 1, 2017, the Company assumed stock options covering an aggregate of 963,681 shares of common stock. |
Organization and Summary of S29
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) | Aug. 01, 2017 | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Reverse stock split of common stock, description | 11-for-1 reverse stock split | |||||
Reverse stock split of common stock conversion ratio | 11 | |||||
Grant revenue | $ 0 | $ 0 | $ 167,000 | $ 1,526,000 | ||
Accounts receivable | 0 | 0 | ||||
Accounts receivable | $ 38,000 | $ 38,000 | $ 0 | |||
Takeda Pharmaceuticals Inc | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Accounts receivable | $ 0 | |||||
Revenue | Credit Risk | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of total revenues | 100.00% | 74.00% |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliation of Numerator and Denominator (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net loss attributable to common shareholders | $ (11,105) | $ (3,585) | $ (17,183) | $ (9,643) |
Denominator: | ||||
Weighted average common shares outstanding - basic and diluted | 17,925,585 | 301,494 | 6,241,947 | 301,275 |
Net loss per share: | ||||
Basic and diluted | $ (0.62) | $ (11.89) | $ (2.75) | $ (32.01) |
Net Loss Per Share - Warrants,
Net Loss Per Share - Warrants, Options and Purchase Rights Excluded from Computation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Warrants | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares issuable | 3,274 | 49 | 3,274 | 49 |
Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares issuable | 1,870 | 856 | 1,870 | 856 |
Merger with Private Molecular -
Merger with Private Molecular - Additional Information (Detail) | Aug. 01, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($) | Jun. 01, 2017USD ($) | Mar. 24, 2017USD ($) |
Business Acquisition [Line Items] | ||||||||
Reverse stock split of common stock, description | 11-for-1 reverse stock split | |||||||
Reverse stock split of common stock conversion ratio | 11 | |||||||
Exercise price per share on stock options after reverse stock split | $ / shares | $ 6.40 | |||||||
Stock compensation | $ 1,378,000 | $ 27,000 | $ 1,430,000 | $ 85,000 | ||||
Operating expenses | 6,518,000 | 3,081,000 | 13,062,000 | 9,731,000 | ||||
2014 Equity Incentive Plan | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock compensation | $ 1,200,000 | |||||||
Threshold | ||||||||
Business Acquisition [Line Items] | ||||||||
Reverse stock split of common stock, description | 11-for-1 reverse stock split | |||||||
Reverse stock split of common stock conversion ratio | 11 | |||||||
Common stock shares issued in exchange of each share | shares | 7.7844 | |||||||
Threshold equity holders ownership interest | 34.40% | |||||||
Private Molecular equity holders ownership interest | 65.60% | |||||||
Stock option outstanding to purchase common stock | shares | 963,681 | |||||||
Number of vested stock option shares after reverse stock split | shares | 963,681 | |||||||
Exercise price per share on stock options after reverse stock split | $ / shares | $ 33.62 | |||||||
Fair value inputs discount rate | 12.00% | |||||||
Transaction costs associated with Merger | $ 1,900,000 | |||||||
Principal amount | $ 2,000,000 | $ 2,000,000 | ||||||
Promissory note interest rate | 1.00% | |||||||
Operating expenses | $ 142,000 | |||||||
Threshold | Eliminations | ||||||||
Business Acquisition [Line Items] | ||||||||
Transaction costs associated with Merger | $ 3,300,000 | $ 3,300,000 | $ 0 | $ 3,300,000 | 0 | |||
Loss on conversion of notes | 4,700,000 | 0 | ||||||
Stock-based compensation expense | 1,200,000 | 0 | ||||||
Interest expense | 300,000 | 0 | ||||||
Change in fair value of warrants liability | $ 300,000 | $ 500,000 |
Merger with Private Molecular33
Merger with Private Molecular - Purchase Price for Threshold on Closing Date of Merger (Detail) - Threshold $ / shares in Units, $ in Thousands | Aug. 01, 2017USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Number of share of the combined company owned by Threshold stockholders | shares | 6,508,356 |
Multiplied by the price per share of Threshold common stock | $ / shares | $ 5.94 |
Purchase price before options | $ 38,658 |
Threshold options assumed | 1,006 |
Total purchase price | $ 39,664 |
Merger with Private Molecular34
Merger with Private Molecular - Purchase Price for Threshold on Closing Date of Merger (Parenthetical) (Detail) | Aug. 01, 2017$ / sharesshares | Sep. 30, 2017$ / shares | Dec. 31, 2016$ / shares |
Business Acquisition [Line Items] | |||
Reverse stock split of common stock, description | 11-for-1 reverse stock split | ||
Reverse stock split of common stock conversion ratio | 11 | ||
Common stock closing price | $ 6.97 | $ 3.07 | |
Threshold | |||
Business Acquisition [Line Items] | |||
Number of share of the combined company owned by Threshold stockholders | shares | 6,508,356 | ||
Reverse stock split of common stock, description | 11-for-1 reverse stock split | ||
Reverse stock split of common stock conversion ratio | 11 | ||
Price per share of Threshold common stock | $ 5.94 | ||
Common stock closing price | $ 0.54 |
Merger with Private Molecular35
Merger with Private Molecular - Summary of Allocation of Purchase Consideration to Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Aug. 01, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 3,314 | $ 0 | |
Threshold | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 11,216 | ||
Prepaid expenses and other current assets | 945 | ||
Goodwill | 3,314 | ||
Accounts payable, accrued expenses | (1,990) | ||
Warrant liability | (1,121) | ||
Net assets acquired | 39,664 | ||
Threshold | In-process Research and Development (IPR&D) | |||
Business Acquisition [Line Items] | |||
In-process research and development (IPR&D) | $ 27,300 |
Merger with Private Molecular36
Merger with Private Molecular - Pro Forma Results in Connection with Merger (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Business Combinations [Abstract] | ||
Revenue | $ 5,575 | $ 1,526 |
Net loss | $ (14,201) | $ (28,226) |
Research and Development Coll37
Research and Development Collaboration Agreements - Additional Information (Detail) | Jun. 23, 2017USD ($) | Jun. 30, 2017Target | Oct. 31, 2016USD ($) | Nov. 30, 2011USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) |
Research And Development Collaboration Agreements [Line Items] | |||||||||
Collaboration revenue | $ 0 | $ 0 | |||||||
Grant revenue | $ 0 | 0 | $ 167,000 | 1,526,000 | |||||
Takeda Pharmaceuticals Inc | |||||||||
Research And Development Collaboration Agreements [Line Items] | |||||||||
Aggregate purchase price | $ 20,000,000 | ||||||||
Takeda Pharmaceuticals Inc | Takeda Collaboration Agreement | |||||||||
Research And Development Collaboration Agreements [Line Items] | |||||||||
Threshold period to negotiate and obtain worldwide license | 30 days | ||||||||
Upfront fee receivable | $ 2,000,000 | ||||||||
Collaboration revenue | 600,000 | 1,900,000 | |||||||
Takeda Pharmaceuticals Inc | Takeda Multi-Target Agreement | |||||||||
Research And Development Collaboration Agreements [Line Items] | |||||||||
Collaboration revenue | 0 | 0 | |||||||
Number of targets of interest as focus of research. | Target | 2 | ||||||||
Threshold period to obtain exclusive license under intellectual property rights agreement | 3 months | ||||||||
Upfront fee received | 1,000,000 | ||||||||
Additional fee received upon designation of each of two targets | 2,000,000 | 2,000,000 | $ 2,000,000 | ||||||
Net milestone payments receivable, through exercise of option to license | 25,000,000 | 25,000,000 | 25,000,000 | ||||||
Additional milestone payments receivable, post option exercise | 545,000,000 | $ 545,000,000 | 545,000,000 | ||||||
License agreement termination description | The Takeda Multi-Target Agreement will expire on the expiration of the option period (within three months after the completion of the evaluation of each designated target) for the designated targets if Takeda does not exercise its options, or, following exercise of the option, on the later of the expiration of patent rights claiming the licensed ETB or ten years from first commercial sale of a licensed ETB. Takeda Multi-Target Agreement may be sooner terminated by Takeda for convenience or upon a Molecular change of control, or by either party for an uncured material breach of the agreement. | ||||||||
License agreement termination period, if license not obtained | 3 months | ||||||||
License agreement termination period from first commercial sale | 10 years | ||||||||
Aggregate purchase price | 20,000,000 | ||||||||
Cancer Prevention and Research Institute of Texas | Grant Agreements | Product Development Grant | ETB MT-3724 | |||||||||
Research And Development Collaboration Agreements [Line Items] | |||||||||
Grant funds | $ 10,600,000 | $ 9,500,000 | |||||||
Grant revenue | $ 0 | $ 0 | $ 200,000 | $ 1,500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Aug. 01, 2017 | |
General and Administrative | |||||
Related Party Transaction [Line Items] | |||||
Consulting fees | $ 15,000 | $ 15,000 | |||
Threshold | |||||
Related Party Transaction [Line Items] | |||||
Aggregate principal amount received | $ 4,000,000 | ||||
Secured Convertible Promissory Notes | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from stockholders | $ 10,000,000 | $ 7,315,038 | |||
Interest accrual rate | 5.00% | 5.00% | |||
Debt instrument maturity date | Sep. 7, 2017 | ||||
Convertible notes price per share | $ 3.36 | $ 3.36 | |||
Loss on conversion of notes | $ 4,700,000 | $ 4,700,000 |
Marketable Securities and Fai39
Marketable Securities and Fair Value - Financial Assets at Fair Value on Recurring Basis (Detail) - Money Market Funds - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 12,450 | $ 796 |
Basis of Fair Value Measurements, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 12,450 | 796 |
Basis of Fair Value Measurements, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | 0 | 0 |
Basis of Fair Value Measurements, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total cash equivalents and marketable securities | $ 0 | $ 0 |
Marketable Securities and Fai40
Marketable Securities and Fair Value - Summary of Company's Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | $ 0 | $ 0 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Fair Value | 0 | 0 |
Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 12,450 | 796 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Fair Value | 12,450 | 796 |
Less Cash Equivalents | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 12,450 | 796 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Fair Value | $ 12,450 | $ 796 |
Marketable Securities and Fai41
Marketable Securities and Fair Value - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | |||||
Realized gain or losses | $ 0 | $ 0 | $ 0 | $ 0 | |
Long-term debt, carrying value | $ 4,100,000 | $ 4,100,000 | $ 5,600,000 | ||
Shares of common stock to be purchased with warrants | 377,273 | 377,273 |
Balance Sheet Components - Comp
Balance Sheet Components - Components of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accrued Liabilities Current [Abstract] | ||
Clinical costs | $ 712 | $ 409 |
Bridge note interest | 0 | 201 |
Payroll related | 627 | 553 |
Consulting and professional fees | 103 | 26 |
Other accrued expenses | 58 | 21 |
Total accrued liabilities | $ 1,500 | $ 1,210 |
Balance Sheet Components - Co43
Balance Sheet Components - Components of Deferred Revenue (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | $ 3,585 | $ 1,870 |
Grant Agreement | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | 2,493 | 620 |
Collaboration Agreements | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | $ 1,092 | $ 1,250 |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information - (Detail) | 1 Months Ended | 9 Months Ended | |||||
Apr. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | May 31, 2015USD ($)$ / sharesshares | Sep. 30, 2017USD ($)Installment | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Apr. 30, 2015USD ($)$ / sharesshares | |
SVB | Amended Loan and Security Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Final fee due at loan maturity date | $ 345,000 | ||||||
SVB | Second and Amended Loan and Security Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Common stock exercise price | $ / shares | $ 3.07 | $ 3.07 | $ 3.07 | ||||
Amount drew down from bank | $ 3,000,000 | $ 2,300,000 | $ 800,000 | ||||
SVB | Second and Amended Loan and Security Agreement | Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Number of warrants to purchase shares of common stock | shares | 17,310 | 17,310 | 17,310 | ||||
SVB | Loan and Security Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, frequency of periodic payment | 30 | ||||||
Amount drew down from bank | $ 6,000,000 | ||||||
Debt instrument first installment due date | Nov. 1, 2016 | ||||||
Debt instrument maturity date | Apr. 30, 2019 | ||||||
Interest accrual rate | 5.44% | ||||||
Number of frequency of consecutive equal monthly payments of principal plus interest paid | Installment | 30 | ||||||
SVB | Loan and Security Agreement | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.19% | ||||||
Growth Capital Advances | SVB | Amended Loan and Security Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum advance to be received based on corporate milestone | 6,000,000 | ||||||
Debt instrument, frequency of periodic payment | 3 | ||||||
Growth Capital Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument principal paid during period | $ 1,800,000 | 0 | |||||
Debt instrument interest paid during period | $ 187,000 | $ 156,000 | |||||
Debt Instrument, covenant description | 0 | 0 | |||||
Total debt | $ 4,145,000 | $ 5,600,000 | |||||
Growth Capital Loan | SVB | Amended Loan and Security Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity under loan | $ 6,000,000 | ||||||
Common stock exercise price | $ / shares | $ 3.07 | ||||||
Growth Capital Loan | SVB | Amended Loan and Security Agreement | Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Number of warrants to purchase shares of common stock | shares | 34,620 |
Borrowing Arrangements - Schedu
Borrowing Arrangements - Schedule of Required Future Principal Payments - (Detail) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total debt, net | $ 4,100,000 | $ 5,600,000 |
Growth Capital Loan | ||
Debt Instrument [Line Items] | ||
2,017 | 600,000 | |
2,018 | 2,400,000 | |
2,019 | 1,145,000 | |
Total debt | 4,145,000 | $ 5,600,000 |
Debt discount and deferred finance costs | (63,000) | |
Total debt, net | $ 4,082,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Other Commitments [Line Items] | |||||
Property and equipment, net | $ 963,000 | $ 963,000 | $ 334,000 | ||
Facilities | |||||
Other Commitments [Line Items] | |||||
Operating lease expense | 182,000 | $ 57,000 | 387,000 | $ 187,000 | |
Laboratory Equipment | |||||
Other Commitments [Line Items] | |||||
Property and equipment, net | 171,000 | 171,000 | 136,000 | ||
Accumulated amortization | $ 66,000 | $ 66,000 | $ 44,000 |
Commitments and Contingencies47
Commitments and Contingencies - Future Minimum Payments Due under Operating Lease Agreements (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Leases [Abstract] | |
2017 (remaining) | $ 177 |
2,018 | 1,040 |
2,019 | 1,136 |
2,020 | 1,049 |
2,021 | 1,075 |
2,022 | 718 |
Thereafter | 486 |
Total | $ 5,681 |
Commitments and Contingencies48
Commitments and Contingencies - Schedule of Future Minimum Capital Lease Payments (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Commitments And Contingencies Disclosure [Abstract] | ||
2017 (remaining) | $ 12 | |
2,018 | 55 | |
2,019 | 33 | |
2,020 | 21 | |
Total future minimum capital lease payments | 121 | |
Less: amount representing interest | (10) | |
Total capital lease obligations | 111 | |
Current portion of lease obligations | (51) | $ (36) |
Capital lease obligations, net of current portion | $ 60 | $ 53 |
Redeemable Convertible Prefer49
Redeemable Convertible Preferred Stock - Summary of Redeemable Convertible Preferred Stock (Detail) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock, shares authorized | 9,165,279 | |
Redeemable convertible preferred stock, shares issued and outstanding | 9,116,405 | |
Series A Preferred Stock | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock, par value | $ 0.001 | |
Redeemable convertible preferred stock, shares authorized | 2,500,000 | |
Redeemable convertible preferred stock, shares issued and outstanding | 2,500,000 | |
Series B Preferred Stock | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock, par value | $ 0.001 | |
Redeemable convertible preferred stock, shares authorized | 2,273,531 | |
Redeemable convertible preferred stock, shares issued and outstanding | 2,273,531 | |
Series C Preferred Stock | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock, par value | $ 0.001 | |
Redeemable convertible preferred stock, shares authorized | 4,391,748 | |
Redeemable convertible preferred stock, shares issued and outstanding | 4,342,874 |
Redeemable Convertible Prefer50
Redeemable Convertible Preferred Stock - Schedule of Changes in the Preferred Stock (Detail) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Temporary Equity [Line Items] | |
Balance at December 31, 2016 | $ 25,871,325 |
Deemed dividends on preferred stock | 958,300 |
Conversion to common stock in merger | (26,829,625) |
Balance at September 30, 2017 | 0 |
Series A Preferred | |
Temporary Equity [Line Items] | |
Balance at December 31, 2016 | 3,889,257 |
Deemed dividends on preferred stock | 119,406 |
Conversion to common stock in merger | (4,008,663) |
Balance at September 30, 2017 | 0 |
Series B Preferred | |
Temporary Equity [Line Items] | |
Balance at December 31, 2016 | 5,480,130 |
Deemed dividends on preferred stock | 178,129 |
Conversion to common stock in merger | (5,658,259) |
Balance at September 30, 2017 | 0 |
Series C Preferred | |
Temporary Equity [Line Items] | |
Balance at December 31, 2016 | 16,501,938 |
Deemed dividends on preferred stock | 660,765 |
Conversion to common stock in merger | (17,162,703) |
Balance at September 30, 2017 | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Aug. 01, 2017 | Jun. 23, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Class Of Warrant Or Right [Line Items] | ||||
Warrants to purchase shares of common stock | 377,273 | |||
Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Change in fair value of common stock warrants | $ 272,000 | |||
2017 Warrants | Common Stock | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants to purchase shares of common stock | 377,273 | |||
Warrant exercise price | $ 39.82 | |||
2014 Warrants | Preferred Stock | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants to purchase shares of common stock | 48,874 | |||
Warrant exercise price | $ 3.07 | |||
Takeda Pharmaceuticals Inc | ||||
Class Of Warrant Or Right [Line Items] | ||||
Aggregate purchase price | $ 20,000,000 | |||
Each unit of shares transaction of common stock | 2,922,993 | |||
Purchase price per share | $ 6.84 | |||
Private Placement | Longitude Venture Partners III, L..P. | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of aggregate units sold | 5,793,063 | |||
Aggregate purchase price | $ 40,000,000 | |||
Each unit of shares transaction of common stock | 1 | |||
Warrants to purchase shares of common stock | 2,896,532 | 2,896,532 | ||
Purchase price per unit | $ 6.9048 | |||
Warrant exercisable period | 7 years | |||
Warrant exercise price | $ 6.8423 |
Stockholders' Equity - Reconcil
Stockholders' Equity - Reconciliation of Warrant Liability Measured at Fair Value (Detail) - USD ($) $ in Thousands | 2 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Change in common stock warrant fair value | $ 269 | $ (2) | ||
Basis of Fair Value Measurements, Level 3 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | $ 49 | 49 | ||
Change in common stock warrant fair value | $ (3) | 272 | ||
Warrant liability related to Merger on August 1, 2017 | 1,120 | |||
Ending Balance | $ 1,392 | $ 1,392 | ||
Basis of Fair Value Measurements, Level 3 | 2014 Warrants | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Exercise of warrant put related to 2014 warrants | $ (46) |
Stockholders' Equity - Outstand
Stockholders' Equity - Outstanding Warrants Valuation Assumption (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
Risk-free interest rate | 1.62% | 1.20% |
Expected life (in years) | 2 years 4 months 21 days | 2 years 3 months |
Dividend yield | 0.00% | 0.00% |
Volatility | 154.00% | 76.00% |
Stock price | $ 6.97 | $ 3.07 |
Stockholders' Equity - Financia
Stockholders' Equity - Financial Liabilities Subject to Fair Value Measurements (Detail) - Warrants - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
2017 Warrants | ||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||
Financial liabilities subject to fair value measurements | $ 1,392 | |
2017 Warrants | Basis of Fair Value Measurements, Level 3 | ||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||
Financial liabilities subject to fair value measurements | $ 1,392 | |
2014 Warrants | ||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||
Financial liabilities subject to fair value measurements | $ 49 | |
2014 Warrants | Basis of Fair Value Measurements, Level 3 | ||
Fair Value Inputs Liabilities Quantitative Information [Line Items] | ||
Financial liabilities subject to fair value measurements | $ 49 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Amortization of stock-based compensation | $ 1,378,000 | $ 27,000 | $ 1,430,000 | $ 85,000 |
Research and Development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Amortization of stock-based compensation | 312,000 | 0 | 312,000 | 0 |
General and Administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Amortization of stock-based compensation | $ 1,066,000 | $ 27,000 | $ 1,118,000 | $ 85,000 |
Stock Based Compensation - Weig
Stock Based Compensation - Weighted-Average Fair Value Valuation Assumptions (Detail) - Employee Stock Options - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Risk-free interest rate | 1.85% | 0.00% | 1.85% | 1.85% |
Expected term (in years) | 6 years 1 month 2 days | 0 years | 6 years 18 days | 5 years |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Volatility | 113.00% | 0.00% | 111.00% | 76.00% |
Weighted-average fair value of stock options granted | $ 5.57 | $ 0 | $ 5.40 | $ 1.14 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Amortization of stock-based compensation | $ 1,378,000 | $ 27,000 | $ 1,430,000 | $ 85,000 |
Unrecognized compensation cost related to unvested stock-based awards granted to employees under the stock option plans | $ 1,700,000 | $ 1,700,000 | ||
Unrecognized compensation cost related to unvested stock-based awards granted to employees under the stock option plans, period for recognition | 3 years 9 months 18 days | |||
Total intrinsic value of stock options exercised | $ 7,000 | 0 | ||
Cash received from stock option exercises | 14,000 | $ 0 | ||
Tax benefit realized upon exercise of option | 0 | |||
2014 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Amortization of stock-based compensation | $ 1,200,000 |
Stock Based Compensation - St58
Stock Based Compensation - Stock Option Activity Under Equity Incentive Plan (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 01, 2017 | Sep. 30, 2017 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Shares, Outstanding, Beginning Balance | 941,682 | |
Number of Shares, Options assumed in merger | 963,681 | 963,681 |
Number of Shares, Granted | 306,627 | |
Number of Shares, Exercised | (3,335) | |
Number of Shares, Forfeitures | (3,094) | |
Number of Shares, Outstanding, Ending Balance | 2,205,561 | |
Number of Shares, Vested and expected to vest | 2,194,308 | |
Number of Shares, Exercisable | 1,870,232 | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 0.92 | |
Weighted-Average Exercise Price, Options assumed in merger | 33.62 | |
Weighted-Average Exercise Price, Granted | 6.40 | |
Weighted-Average Exercise Price, Exercised | 4.23 | |
Weighted-Average Exercise Price, Forfeitures | 1.84 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance | 15.96 | |
Weighted-Average Exercise Price, Vested and expected to vest | 16.01 | |
Weighted-Average Exercise Price, Exercisable | $ 17.75 | |
Weighted-Average Remaining Contractual Term, Outstanding | 4 years 1 month 10 days | |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 4 years 29 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 3 years 1 month 6 days | |
Aggregate Intrinsic Value, Outstanding | $ 6,140 | |
Aggregate Intrinsic Value, Vested and expected to vest | 6,131 | |
Aggregate Intrinsic Value, Exercisable | $ 5,773 |
Stock Based Compensation - St59
Stock Based Compensation - Stock Option Activity Under Equity Incentive Plan (Parenthetical) (Detail) - shares | Aug. 01, 2017 | Sep. 30, 2017 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock options assumed in merger | 963,681 | 963,681 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 |