Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 22, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MTEM | ||
Entity Registrant Name | MOLECULAR TEMPLATES, INC. | ||
Entity Central Index Key | 0001183765 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 59,774,264 | ||
Entity Common Stock, Shares Outstanding | 36,736,012 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 87,721 | $ 58,910 |
Marketable securities, current | 10,234 | 0 |
Prepaid expenses | 2,244 | 1,485 |
Accounts receivable from related party | 240 | 0 |
Other current assets | 4,424 | 19 |
Total current assets | 104,863 | 60,414 |
Property and equipment, net | 6,851 | 1,952 |
In-process research and development | 26,623 | 26,623 |
Other assets | 1,821 | 1,402 |
Total assets | 140,158 | 90,391 |
Current liabilities: | ||
Accounts payable | 780 | 2,517 |
Accrued liabilities | 5,357 | 2,690 |
Current portion of long-term debt | 0 | 2,400 |
Deferred revenue, current | 26,231 | 2,765 |
Other current liabilities | 141 | 70 |
Total current liabilities | 32,509 | 10,442 |
Warrant liabilities | 3 | 954 |
Deferred revenue, long-term | 2,670 | 0 |
Long-term debt, net | 3,254 | 1,078 |
Other liabilities | 816 | 628 |
Total liabilities | 39,252 | 13,102 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value: Authorized: 150,000,000 shares at December 31, 2018 and 2017; Issued and outstanding: 36,736,012 and 26,898,330 shares at December 31, 2018 and 2017, respectively. | 37 | 27 |
Additional paid-in capital | 195,573 | 141,733 |
Accumulated other comprehensive loss | 0 | 0 |
Accumulated deficit | (94,704) | (64,471) |
Total stockholders’ equity | 100,906 | 77,289 |
Total liabilities and stockholders’ equity | $ 140,158 | $ 90,391 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 36,736,012 | 26,898,330 |
Common stock, shares outstanding | 36,736,012 | 26,898,330 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenue | $ 13,285 | $ 3,395 |
Operating expenses: | ||
Research and development | 30,202 | 9,487 |
General and administrative | 14,082 | 11,755 |
Total operating expenses | 44,284 | 21,242 |
Loss from operations | 30,999 | 17,847 |
Interest and other income, net | 751 | 51 |
Interest and other expense, net | (990) | (853) |
Change in fair value of warrant liabilities | 951 | 128 |
Loss on conversion of notes | 0 | (4,619) |
Net loss | 30,287 | 23,140 |
Deemed dividends on preferred stock | 0 | 958 |
Net loss attributable to common shareholders | $ 30,287 | $ 24,098 |
Net loss per share attributable to common shareholders: | ||
Basic and diluted | $ 1.02 | $ 2.11 |
Weighted average number of shares used in net loss per share calculations: | ||
Basic and diluted | 29,601,692 | 11,400,881 |
Net loss attributable to common shareholders | $ 30,287 | $ 24,098 |
Other comprehensive loss: | ||
Unrealized gain (loss) on available-for-sale securities | 0 | 0 |
Comprehensive loss | 30,287 | 24,098 |
Research And Development Revenue | Other | ||
Total revenue | 196 | 500 |
Research And Development Revenue | Related Party | ||
Total revenue | 7,087 | 1,908 |
Grant | ||
Total revenue | $ 6,002 | $ 987 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) | Total | Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balances, value at Dec. 31, 2016 | $ (39,805,000) | $ 0 | $ 568,000 | $ 0 | $ (40,373,000) | |
Temporary equity, Balances, shares at Dec. 31, 2016 | 9,116,405 | |||||
Temporary equity, Balances, value at Dec. 31, 2016 | $ 25,871,000 | |||||
Balances, shares at Dec. 31, 2016 | 214,641 | |||||
Issuance of common stock pursuant to stock plans, value | 61,000 | 0 | $ 0 | 61,000 | 0 | 0 |
Issuance of common stock pursuant to stock plans, shares | 17,430 | |||||
Deemed dividends on preferred stock | (958,000) | 0 | $ 0 | 0 | 0 | (958,000) |
Temporary equity, Deemed dividends on preferred stock | 958,000 | $ 958,000 | ||||
Conversion of preferred stock to common stock in connection with merger | 26,829,000 | $ 9,000 | 26,820,000 | 0 | 0 | |
Temporary equity, Amount of shares of preferred stock outstanding that were converted to common stock in connection with merger | (9,116,405) | |||||
Temporary equity, Conversion of preferred stock to common stock in connection with merger | (26,829,000) | $ (26,829,000) | ||||
Conversion of preferred stock to common stock in connection with merger, shares | 9,220,478 | |||||
Conversion of preferred stock warrants to common stock in connection with merger | 87,000 | 0 | $ 0 | 87,000 | 0 | 0 |
Conversion of preferred stock warrants to common stock in connection with merger, shares | 12,653 | |||||
Conversion of redeemable convertible notes to common stock | 15,105,000 | 0 | $ 2,000 | 15,103,000 | 0 | 0 |
Conversion of redeemable convertible notes to common stock, shares | 2,208,716 | |||||
Issuance of common stock and assumption of options in connection with the merger | 39,670,000 | 0 | $ 7,000 | 39,663,000 | 0 | 0 |
Issuance of common stock and assumption of options in connection with the merger, shares | 6,508,356 | |||||
Issuance of common stock in a public offering and to Takeda and certain other investors, net of issuance costs of $3.8 million and $2.4 million | 57,648,000 | 0 | $ 9,000 | 57,639,000 | 0 | 0 |
Issuance of common stock in a public offering and to Takeda and certain other investors, net of issuance costs of $3.8 million and $2.4 million, shares | 8,716,056 | |||||
Stock-based compensation | 1,792,000 | 0 | $ 0 | 1,792,000 | 0 | 0 |
Change in unrealized gain (loss) on marketable securities | 0 | 0 | 0 | 0 | 0 | 0 |
Net income (loss) | (23,140,000) | $ 0 | 0 | 0 | 0 | (23,140,000) |
Balances, value at Dec. 31, 2017 | $ 77,289,000 | $ 27,000 | 141,733,000 | 0 | (64,471,000) | |
Temporary equity, Balances, shares at Dec. 31, 2017 | 0 | |||||
Temporary equity, Balances, value at Dec. 31, 2017 | $ 0 | |||||
Balances, shares at Dec. 31, 2017 | 26,898,330 | 26,898,330 | ||||
Issuance of common stock pursuant to stock plans, value | $ 283,000 | 0 | $ 1,000 | 282,000 | 0 | 0 |
Issuance of common stock pursuant to stock plans, shares | 407,682 | |||||
Issuance of warrant to purchase common stock in relation to term loan facility | 1,522,000 | 0 | $ 0 | 1,522,000 | 0 | 0 |
Issuance of common stock in a public offering and to Takeda and certain other investors, net of issuance costs of $3.8 million and $2.4 million | 48,053,000 | 0 | $ 9,000 | 48,044,000 | 0 | 0 |
Issuance of common stock in a public offering and to Takeda and certain other investors, net of issuance costs of $3.8 million and $2.4 million, shares | 9,430,000 | |||||
Stock-based compensation | 3,992,000 | 0 | $ 0 | 3,992,000 | 0 | 0 |
Cumulative-effect adjustment upon adoption of new accounting standards | 54,000 | 0 | 0 | 0 | 0 | 54,000 |
Change in unrealized gain (loss) on marketable securities | 0 | |||||
Net income (loss) | (30,287,000) | $ 0 | 0 | 0 | 0 | (30,287,000) |
Balances, value at Dec. 31, 2018 | $ 100,906,000 | $ 37,000 | $ 195,573,000 | $ 0 | $ (94,704,000) | |
Temporary equity, Balances, shares at Dec. 31, 2018 | 0 | |||||
Temporary equity, Balances, value at Dec. 31, 2018 | $ 0 | |||||
Balances, shares at Dec. 31, 2018 | 36,736,012 | 36,736,012 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Stockholders Equity [Abstract] | ||
Issuance of common stock in a public offering and to Takeda and certain other investors, issuance costs | $ 3.8 | $ 2.4 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ 30,287 | $ 23,140 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 974 | 155 |
Stock-based compensation expense | 3,992 | 1,792 |
Amortization of debt discount and accretion related to long term debt | 318 | 342 |
Change in common stock warrant fair value | (951) | (128) |
Accretion of asset retirement obligations | 39 | 0 |
Capitalized interest | (125) | 0 |
Loss on extinguishment of debt | 115 | 4,619 |
Loss on disposal of equipment | 35 | 2 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (825) | (410) |
Accounts receivable from related party | (240) | 0 |
Other current assets | (4,351) | (12) |
Other assets | (450) | (81) |
Accounts payable | (1,736) | 1,209 |
Accrued liabilities | 2,667 | 155 |
Other current liabilities | 88 | 20 |
Other liabilities | 136 | 318 |
Deferred revenue | 26,136 | 895 |
Net cash used in operating activities | (4,465) | (14,264) |
Cash flows from investing activities: | ||
Cash received from merger transaction | 0 | 11,216 |
Purchases of property and equipment | (5,722) | (1,101) |
Purchases of marketable securities | (10,223) | 0 |
Increase in other assets | 0 | (400) |
Net cash provided by (used in) investing activities | (15,945) | 9,715 |
Cash flows from financing activities: | ||
Payments of capital lease obligations | (47) | (43) |
Proceeds from issuance of long-term debt | 4,537 | 0 |
Repayment of long-term debt | (3,605) | (2,400) |
Retirement of stock warrants | 0 | (208) |
Proceeds from issuance of related party debt | 0 | 2,685 |
Proceeds from stock option exercises | 283 | 61 |
Proceeds from promissory note | 0 | 4,000 |
Proceeds from issuance of common stock and warrants, net of offering expenses | 48,053 | 57,648 |
Net cash provided by financing activities | 49,221 | 61,743 |
Net increase in cash and cash equivalents | 28,811 | 57,194 |
Cash and cash equivalents, beginning of period | 58,910 | 1,716 |
Cash and cash equivalents, end of period | 87,721 | 58,910 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 629 | 250 |
Non-Cash Investing and Financing Activities | ||
Deemed dividends on preferred stock | 0 | 958 |
Conversion of preferred stock | 0 | 26,829 |
Conversion of related party debt | 0 | 10,486 |
Conversion of warrant liability | 0 | 87 |
Capital lease additions to fixed assets | 0 | 291 |
Fixed asset additions in accounts payable | $ 0 | $ 382 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1—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 The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly owned subsidiary, and reflect the elimination of intercompany accounts and transactions. Reverse Stock Split On August 1, 2017, in connection with, and prior to the completion of, the Merger, Threshold effected a Reverse Stock Split Reclassifications 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. Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Net Loss per Share Basic net loss per share is calculated by dividing the net loss applicable to common stockholders by the weighted average number of shares of Common Stock outstanding during the period without consideration of Common Stock equivalents. Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods, as the inclusion of all potential common shares outstanding is anti-dilutive. Cash and Cash Equivalents The Company considers temporary investments with original maturities of three months or less from date of purchase to be cash equivalents. Marketable Securities The Company classifies its marketable securities as “available-for-sale.” Such marketable securities are recorded at fair value and unrealized gains and losses are recorded as a separate component of stockholders’ equity until realized. Realized gains and losses on sale of all such securities are reported in net loss, computed using the specific identification cost method. The Company places its marketable securities primarily in U.S. government securities, money market funds, corporate debt securities, commercial paper and certificates of deposit. The Company’s investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. 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 marketable securities are with two major financial institutions in the United States. 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 53% and 56% of total revenues for the year ended December 31, 2018 and 2017, were derived from Takeda. See also Note 4, Research and Development Collaboration Agreements, regarding the collaboration agreements with Takeda. Drug candidates developed by the Company may require approvals or clearances from the 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. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Major additions and improvements are capitalized while maintenance and repairs that do not improve or extend the useful life of the respective asset are expensed. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from five to seven years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Impairment of Long-Lived Assets When events, circumstances and/or operating results indicate that the carrying values of long-lived assets might not be recoverable through future operations, the Company prepares projections of the undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the projections indicate that the recorded amounts are not expected to be recoverable, such amounts are reduced to estimated fair value. Fair value is estimated based upon internal evaluation of each asset that includes quantitative analyses of net revenue and cash flows, review of recent sales of similar assets and market responses based upon discussions in connection with offers received from potential buyers. Certain factors used for these types of nonrecurring fair value measurements are considered Level 3 inputs. Management determined there was no impairment during the years ended December 31, 2018 and 2017. Revenue Recognition The Company’s revenue has consisted principally of research and development revenue and grant revenue. Grant revenue relates to the grants the Company has received from governmental bodies that are conditional cost reimbursement grants, and we recognize revenue as allowable costs are incurred. Amounts collected in excess of revenue recognized are recorded as deferred revenue. Effective January 1, 2018, the Company adopted the Financial Accounting Standards Board’s (“FASB”) provisions of ASC 606, Revenue from Contracts with Customers Revenue Recognition Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company identifies the goods or services promised within each collaboration agreement and assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. If a promised good or service is not distinct, an entity is required to combine that promised good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The allocation of the transaction price to the performance obligations in proportion to their standalone selling prices is determined at contract inception. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if there is a significant benefit of financing. The Company assessed its collaboration agreements and concluded that no significant financing components were present. If an arrangement contains customer options that allow the customer to acquire additional goods or services, including an exclusive license to the Company’s intellectual property, the goods and services underlying the customer options are evaluated to determine whether they are deemed to represent a material right. In determining whether the customer option has a material right, the Company assesses whether there is an option to acquire additional goods or services at a discount. If the customer option is determined not to represent a material right, the option is not considered to be performance obligations at the outset of the arrangement. If the customer option is determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until the option is exercised. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation as each performance obligation is satisfied over time, with progress toward completion measured based on actual costs incurred relative to total estimated costs to be incurred over the life of the contract. Recorded revenue and costs are subject to revision as the contract progresses. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. Estimating costs under the Company’s collaboration agreements is complex and involves significant judgment. Factors that must be considered in making estimates include labor productivity and availability, the nature and technical complexity of the work to be performed, potential performance delays, availability and timing of funding from the customer and progress toward completion. Adjustments to original estimates are often required as work progresses and additional information becomes known, even though the scope of the work required under the contract may not change. Any adjustment as a result of a change in estimates is made when facts develop, events become known, or an adjustment is otherwise warranted, such as in the case of contract change orders. The Company has procedures and processes in place to monitor the actual progress of a project against estimates and the Company’s estimates are updated if circumstances are warranted. Performance obligations may include research and development services to be performed by the Company on behalf of the collaboration partner. Revenue is recognized on research and development efforts as the services are performed and presented on a gross basis, since the Company is the principal. Under collaboration agreements, the timing of revenue recognition and contract billings may differ, and result in contract assets and contract liabilities. Contract assets represent revenues recognized in excess of amounts billed under collaboration agreements and are transferred to accounts receivable when billed or billing rights become unconditional. Contract liabilities represent billings in excess of revenues recognized under collaboration agreements. Refer to Note 4 ,” Research and Development Agreements” Income Taxes Income taxes are recorded in accordance with ASC 740, Accounting for Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The Company determines its deferred tax assets and liabilities based on differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in the financial statements and provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. This interpretation also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods and disclosure. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of tax expense. Stock-Based Compensation The Company accounts for its stock-based compensation awards to employees, including grants of employee stock options, to be recognized in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The Company recognizes stock-based compensation expense, equal to the grant date fair value of stock options over the requisite service period. Warrants In conjunction with certain financing transactions, the Company issued warrants to purchase the Company’s common stock. The Company determines whether the warrants should be classified as a liability or equity. For warrants classified as liabilities, the Company estimates the fair value of the warrants at each reporting period using Level 3 inputs. The estimates in valuation models are based, in part, on subjective assumptions, including but not limited to stock price volatility, the expected life of the warrants, the risk-free interest rate and the fair value of the common stock underlying the warrants, and could differ materially in the future. The Company will continue to adjust the fair value of the warrant liability at the end of each reporting period for changes in fair value from the prior period until the earlier of the exercise or expiration of the applicable warrant. For warrants classified as equity, the Company records the value of the warrants in additional paid-in capital on the balance sheet. The Company will continue to evaluate the classification of the warrants on a quarterly basis, to determine whether the warrants continue to meet equity classification requirement. Research and Development Costs Research and development expenses consist of costs such as salaries and benefits, laboratory supplies, facility costs, consulting fees and fees paid to contract research organizations, clinical trial sites, laboratories, other clinical service providers and contract manufacturing organizations. Research and development costs are expensed as incurred. In-process Research & Development In-process research and development, or IPR&D, represents the fair value assigned to acquired 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. Comprehensive loss Comprehensive loss is comprised of the Company’s net loss and other comprehensive income (loss). Unrealized gain (loss) on available-for-sale marketable securities represents the only component of other comprehensive income (loss). Clinical Trial Accruals The Company’s preclinical and clinical trials are performed by third party contract research organizations (CROs) and/or clinical investigators, and clinical supplies are manufactured by contract manufacturing organizations (CMOs). Invoicing from these third parties may be monthly based upon services performed or based upon milestones achieved. The Company accrues these expenses based upon its assessment of the status of each clinical trial and the work completed, and upon information obtained from the CROs and CMOs. The Company’s estimates are dependent upon the timeliness and accuracy of data provided by the CROs and CMOs regarding the status and cost of the studies, and may not match the actual services performed by the organizations. This could result in adjustments to the Company’s research and development expenses in future periods. To date the Company has had no significant adjustments. Bonus Accruals The Company has bonus programs for eligible employees. Bonuses are determined based on various criteria, including the achievement of corporate, departmental and individual goals. Bonus accruals are estimated based on various factors, including target bonus percentages per level of employee and probability of achieving the goals upon which bonuses are based. The Company’s management periodically reviews the progress made towards the goals under the bonus programs. As bonus accruals are dependent upon management’s judgments of the likelihood of achieving the various goals, it is possible for bonus expense to vary significantly in future periods if changes occur in those management estimates. Segments The Company has one reportable segment and uses one measurement of results of operations to manage its business. All long-lived assets are maintained in the United States of America. Recently Issued Accounting Pronouncements Effective January 1, 2018, the Company adopted ASC 606, which provides principles for recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company adopted ASC 606 on a modified retrospective basis through a cumulative adjustment to equity. The impact of the adoption of the standard to prior period amounts is discussed below in Note 4, “ Research and Development Agreements” In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 In December 2017, the SEC issued Staff Accounting Bulletin (“SAB”) 118 to address the application of GAAP in situations in which a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act (the “Tax Act”), which was signed into law on December 22, 2017. In March 2018, the FASB issued ASU No. 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SEC Update)”, which amended ASC 740 to incorporate the requirements of SAB 118. The impact of the adoption of the standard did not have a material impact on the Company’s consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting”, which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. This ASU becomes effective in the first quarter of fiscal year 2019 and early adoption is permitted. Entities will apply the ASU by recognizing a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. The Company early adopted the standard in the fourth quarter of 2018 and it did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) The Company does not expect to elect the practical expedient pertaining to the use of hindsight. its operating leases of real estate and (ii) the requirement to provide significant new disclosures regarding the Company’s leasing activities. The adoption of new standard will have a material impact on the Company’s consolidated balance sheet as of January 1, 2019, as we will recognize the right-of-use assets and liabilities for our operating leases. We expect to record lease liabilities of approximately $4.7 million based on the present value of the remaining minimum rental payments using discount rates as of the effective date. We also expect to record corresponding right-of-use assets of approximately $4.2 million, based on the operating lease liabilities adjusted for unamortized deferred rent and lease incentives. The Company, however, does not expect a material impact to its consolidated statements of operations and consolidated statements of cash flow. In May 2017, the FASB issued a new accounting standard update on stock compensation and the 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. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. The Company early adopted the standard in the first quarter of 2018 and it did not have a material impact on the Company’s consolidated financial statements |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | NOTE 2—NET LOSS PER COMMON 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. The following is the calculation of basic and diluted net loss per share (in thousands, except share and per share data): Years Ended December 31, 2018 2017 Numerator: Net loss attributable to common shareholders $ 30,287 $ 24,098 Denominator: Weighted-average number of common shares outstanding - basic and diluted 29,601,692 11,400,881 Net loss per share: Basic and diluted $ 1.02 $ 2.11 In August 2017, in conjunction with the Merger, all of the Private Molecular common stock was exchanged for the Company’s Common Stock at an exchange ratio of 7.7844 The following outstanding warrants and options were split adjusted, and 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): Years Ended December 31, 2018 2017 Shares issuable upon exercise of warrants 3,522 3,332 Shares issuable upon exercise of stock options 4,003 2,769 |
Merger with Private Molecular
Merger with Private Molecular | 12 Months Ended |
Dec. 31, 2018 | |
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 a 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”), before 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 2009 Stock Plan (the “2009 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, then 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, then 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 remain issued and outstanding. However, for accounting purposes, Threshold equity awards are 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 all were vested and exercisable at a weighted average exercise price of $33.62 per share, after giving effect to the Reverse Stock Split. As all assumed options were fully vested at the time of the Merger, no further stock-based compensation expense will be recognized. 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) Settlement of preexisting bridge note with Threshold (4,010 ) (4) Total purchase price $ 35,654 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 from 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 Private Molecular 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. 4. Represent the bridge loan at the date of merger between Threshold and Molecular. Since the receivable on Threshold’s balance sheet was settled as part of the merger, it is deemed to be a reduction in the purchase price. 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) 26,623 Accounts payable, accrued expenses (2,009 ) Warrant liability (1,121 ) Net assets acquired $ 35,654 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 Company completed the final allocation of the purchase price, which was based on the finalization of the valuation of the fair value of assets acquired and liabilities assumed and is included in these consolidated financial statements. 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. Transaction Costs Transaction costs associated with the Merger of approximately $2.0 million are included in general and administrative expense for the year ended December 31, 2017. 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 as a reduction to purchase consideration. Stock-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. Options to purchase 963,681 shares of common stock were assumed as a result of the Merger. As all assumed options were vested at the time of the Merger, no additional stock-based compensation will be recognized related to these assumed 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 13, Equity Incentive Plans and 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 $320,000 of operating expenses attributable to the former Threshold business activities for the period of August 1, 2017 to December 31, 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). Unaudited Year ended December 31, 2017 Revenue $ 6,395 Net loss $ (15,599 ) 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, 2017. 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 $5.4 million for the year ended December 31, 2017. • Elimination of the loss on conversion of notes of $4.6 million for the year ended December 31, 2017. • 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 year ended December 31, 2017. • Elimination of severance payments of $2.9 million related to former Threshold executives, in connection with the Merger for the year ended December 31, 2017. • Elimination of interest expense of $0.3 million for the year ended December 31, 2017, related to the Threshold bridge loan to Private Molecular that was paid down with the Merger. • Elimination of the change in the fair value of the Threshold warrant liabilities of $0.1 million of loss for the year ended December 31, 2017. |
Research and Development Agreem
Research and Development Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Research And Development [Abstract] | |
Research and Development Agreements | NOTE 4 — RESEARCH AND DEVELOPMENT AGREEMENTS Disaggregated Research and Development Revenue Research and Development revenue is attributable to regions based on the location of our collaboration partner's parent company headquarters. Research and Development revenues disaggregated by location were as follows (in thousands): Twelve Months Ended December 31, 2018 2017 Japan $ 7,087 $ 1,908 United States 196 500 Total Research and Development Revenue $ 7,283 $ 2,408 Impact of Adoption of ASC 606 Effective January 1, 2018, the Company adopted ASC 606, which provides principles for recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company adopted ASC 606 on a modified retrospective basis through a cumulative adjustment to stockholders’ equity. The cumulative effect of applying the new guidance of ASC 606 to all contracts with customers that were not completed as of January 1, 2018 was recorded as an adjustment to accumulated deficit as of the adoption date. As a result of applying the modified retrospective method to adopt the new revenue guidance, the following adjustments were made to accounts on the Condensed Consolidated Balance Sheet as of January 1, 2018 (in thousands): Balance Sheet December 31, 2017 Effect of adoption of ASC 606 (1) January 1, 2018 Assets Other current assets $ 19 $ 54 $ 73 Total assets 90,391 54 90,445 Stockholders' equity Accumulated deficit (64,471 ) 54 (64,417 ) Total liabilities and stockholders' equity $ 90,391 $ 54 $ 90,445 (1) This impact represents the amount of revenue that would have been recognized and accounted for as unbilled revenue, during the year ended December 31, 2017. Contract Assets and Liabilities Changes in the Company’s contract assets and liabilities under Topic 606 were as follows (in thousands): December 31, 2018 December 31, 2017(1) Contract Assets Unbilled revenue $ — $ — Contract Liabilities Deferred revenue $ 28,901 $ 1,092 (1) December 31, 2017 balances prior to the impact related to the modified retrospective adoption of ASC 606. During the year ended December 31, 2018, the Company recorded $982,000 in Related Party Collaboration Agreements - 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 promised goods and services under the Takeda Collaboration Agreement were the background IP license, as well as the research and development services. The Company determined that there was one performance obligation, since the background IP and manufacturing were not distinct from the research and development services. Revenues are recognized over the period that the research and development services occur. The Company also concluded that, since the option for the exclusive license is deemed to be at fair value that the option does not provide the customer with a material right and should be accounted for if and when the option is exercised. All research and development services were performed as of December 31, 2018. During the years ended December 31, 2018 and 2017, the Company recorded collaboration revenue from Takeda of $92,000 and $1.9 million under the Takeda Collaboration Agreement, respectively. This revenue is deemed to be revenue from a related party (as discussed further in Note 8 “Related Party Transactions”) Takeda Individual Project Agreement In connection with the Takeda Collaboration Agreement, the Company entered into an Individual Project Agreement (the “Takeda Individual Project Agreement”) with Takeda in June 2018, that was subsequently amended in July 2018. Under the Takeda Individual Project Agreement, the Company is responsible to perform certain research and development services relating to Chemistry, Manufacturing, and Controls (“CMC”) work for three potential lead ETBs targeting CD38 During the year ended December 31, 2018, the Company recognized research and development revenue from Takeda of $2.2 million under the Takeda Individual Project Agreement. No revenue was recognized during the year ended December 31, 2017 since the agreement was not in place. Takeda Development and License Agreement On September 18, 2018, the Company entered into a Development and License Agreement with Takeda (“Takeda Development and License Agreement”) for the development and commercialization of products incorporating or comprised of one or more CD38 SLT-A fusion proteins (“Licensed Products”) for the treatment of patients with diseases such as multiple myeloma. Pursuant the Takeda Development and License Agreement Takeda made an upfront payment of $30.0 million to the Company in October 2018. The Takeda Development and License Agreement also provides for development costs to be shared equally between the Company and Takeda during the Early Stage Development Period. The Company has an option to opt into co-development after the Early Stage Development, that would make the Company eligible to potentially receive higher milestone payments and a higher royalty percentage. In addition to the upfront fee, if the Company exercises its co-development option and funds its share of development costs, it is eligible to receive pre-clinical and clinical development milestone payments of up to $307.5 million, upon the achievement of certain development milestones and regulatory approvals; and sales milestone payments of up to $325.0 million, upon the achievement of certain sales milestone events. If the Company does not exercise its co-development option, it is eligible to receive development milestone payments of up to $162.5 million upon the achievement of certain development milestones and regulatory approvals; and sales milestone payments of up to $175.0 million upon the achievement of certain sales milestone events. The Company will also be entitled to receive tiered royalties, subject to certain reductions, as percentages of annual aggregate net sales, if any, of Licensed Products. The royalty percentages would range from low double-digits to low twenties if the Company exercises its option to co-develop, and from high-single digits to low teens if the Company does not exercise its option to co-develop. The Company identified one performance obligation at the inception of the Takeda Development and License Agreement, the research and development services for the CD38 ETBs, including manufacturing. The Company determined that research, development and commercialization license and the participation in the committee meetings are not distinct from the research and development services and therefore those promised services were combined into one combined performance obligation. The total transaction price of $29.3 million, consisting of the (1) $30.0 million upfront payment, (2) a $10.0 million development milestone payment that is deemed probable of being achieved, (3) minus $10.7 million in expected co-share payment payable to Takeda during Early Stage Development. The expected co-share payment is considered variable consideration, and the Company applied a constraint using the expected value method. Significant judgement was involved in determining transaction consideration, including the determination of the variable consideration, including the constraint on consideration. The Company determined that the initial $10.0 million potential development milestone payment under the Development and License Agreement is probable of being achieved. Therefore, this payment was included in the transaction consideration. As of December 31, 2018, the other potential development milestones and sales milestones are not currently deemed probable of being achieved, as they are dependent on factors outside the Company’s control. Therefore, these future development milestones and sales-based milestone payments have been fully constrained and are not included in the transaction price as of December 31, 2018. The Company recognizes revenue using a cost-based input measure. In applying the cost-based input method of revenue recognition, the Company used actual costs incurred relative to budgeted costs expected to be incurred for the combined performance obligation. These costs consist primarily of internal employee efforts and third-party contract costs. Revenue is recognized based on actual costs incurred as a percentage of total budgeted costs as the Company completes its performance obligation over the estimated service period. The Company recognized revenue of $3.9 million during the year ended December 31, 2018, related to the Takeda Development and License Agreement. During the year ended December 31, 2017, the Company recorded no research and development revenue under the Development Agreement, since the agreement was not in place. As of December 31, 2018, deferred revenue related to the performance obligation was $24.8 million. Takeda Multi-Target Agreement In June 2017, Private Molecular entered into a Multi-Target Collaboration and License Agreement with Takeda (“Takeda Multi-Target Agreement”) in which Molecular agreed to collaborate with Takeda to identify and generate ETBs, against two targets designated by Takeda. Takeda designated certain targets of interest as the focus of the research. Each party granted to the other nonexclusive rights in its intellectual property for purposes of the conduct of the research, and Private Molecular agreed 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 the Company’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. Under the Takeda Multi-Target Agreement, both parties have the right to terminate the agreement, with a specified notice period. Molecular received an upfront fee of $1.0 million and an additional $2 million following the designation of each of the two targets in December 2017. As of December 31, 2018, the Company has received $5.0 million from Takeda pursuant to the Takeda Multi-Target Agreement. The Company may also receive an additional $25.0 million in aggregate through the exercise of the option to license ETBs. Additionally, the Company may also be entitled to receive clinical development milestone payments of up to approximately $397.0 million, for achievement of development milestones and regulatory approval of collaboration products under the Takeda Multi-Target Agreement. The Company may also be entitled to receive commercial milestone payments of up to $150.0 million, for achievement of pre-specified sales milestones related to net sales of all collaboration products under the Takeda Multi-Target Agreement. The Company 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. Finally, the Company is entitled to receive up to $10.0 million in certain contingency fees. 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. The 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 evaluated the contract termination clause and concluded that it was a non-substantive termination provision. As such, an initial contract term was defined as the length of the termination notice period, with a deemed renewal option to continue the research and development services over the remainder of the contract term as a material right. The Company determined that the promised goods and services under the Takeda Multi-Target Agreement were the background IP license, the research and development services, and manufacturing during the initial contract period; and a renewal option to continue the research and development services. The Company determined that there were two performance obligations; research and development services, and the renewal options. Since the background IP and manufacturing were not distinct from the research and development services, they were deemed to be one performance obligation. Transaction consideration was allocated to each of the performance obligations using an estimate of the standalone selling price, and revenues are recognized over the period that the research and development services occur. The Company also concluded that, since the option for the exclusive license is deemed to be at fair value that the option does not provide the customer with a material right and should be accounted for if and when the option is exercised. 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 12. Stockholders’ Equity, for further details. Since the Takeda Stock Purchase Agreement was dependent on contingent events, the Company determined that the transaction was constrained, and not a performance obligation under the Takeda Multi-Target Agreement. The Company accounted for the stock purchase agreement in August 2017, once the constraints were removed, and recorded the $20.0 million in equity upon the settlement of the stock purchase transaction. During the year ended December 31, 2018, the Company recorded $901,000, in research and development revenue under the Multi-Target Takeda Agreement. During the year ended December 31, 2017 the Company recorded no collaboration revenue under the Multi-Target Takeda Agreement, since no services had been performed under the project. Other Collaboration Agreements In September 2016, Private Molecular entered into a collaboration agreement with an undisclosed pharmaceutical company (“Other Collaboration Agreement”) to generate ETBs, for evaluation for consideration of $500,000. Under the terms of the Other Collaboration Agreement, Private Molecular was responsible for providing to the customer (i) new ETBs generated using the customer’s materials and (ii) ETB study molecules for testing and evaluation . The customer also exercised an option under the Other Collaboration Agreement in November 2017, for the manufacture of additional quantities of ETB molecules, for additional consideration of $250,000, upon delivery and acceptance of the additional materials. The Company determined that at the inception of the agreement, the promised goods and services under the Other Collaboration Agreement were, the research and development services, and manufacturing. The Company determined that there was one performance obligation, since the manufacturing was not distinct from the research and development services. Revenues are recognized over the period that the research and development services occur using an input method to measure progress towards satisfaction of the performance obligation. The option for additional ETB molecules was determined to be at fair value and was accounted for once the option was exercised. All research and development services were performed as of December 31, 2018. During the years ended December 31, 2018 and 2017, the Company recorded $196,000 and $500,000 in research and development revenue under the Other Collaboration Agreement, respectively. 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 Cancer Prevention Research Institute of Texas, or CPRIT for its CD20-targeting ETB MT-3724. To date, Molecular has received $9.5 million in grant funds. On September 18, 2018, the Company entered into a Cancer Research Grant Contract (the “CPRIT Agreement”) with CPRIT, in connection with a grant of approximately $15.2 million awarded by CPRIT to the Company to fund research of a cancer therapy involving a CD38 targeting ETB. Pursuant to the CPRIT Agreement, the Company may also use such funds to develop a replacement CD38 targeting ETB, with or without a partner. The Company recognized approximately $6.0 million and $987,000 in grant revenue under these awards during the years ended December 31, 2018 and 2017, respectively. Amounts collected in excess of revenue recognized are recorded as deferred revenue. Amounts submitted for reimbursement in excess of amounts received are recorded as receivables in other current assets. As of December 31, 2018, we had $4.1 million recorded in other current assets. |
Marketable Securities and Fair
Marketable Securities and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Marketable Securities and Fair Value Measurements | NOTE 5—MARKETABLE SECURITIES AND FAIR VALUE MEASUREMENTS 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 available-for-sale marketable securities) at fair value on a recurring basis as of December 31, 2018 and 2017: Fair Value as December 31, Basis of Fair Value Measurements (in thousands) 2018 Level 1 Level 2 Level 3 Money market funds $ 82,843 $ 82,843 $ — $ — Commercial paper 12,825 — 12,825 — Total $ 95,668 $ 82,843 $ 12,825 $ — Amounts included in: Cash and cash equivalents $ 85,434 Marketable securities, current 10,234 Total $ 95,668 Fair Value as December 31, Basis of Fair Value Measurements (in thousands) 2017 Level 1 Level 2 Level 3 Money market funds $ 51,751 $ 51,751 $ — $ — Commercial paper — — — — Total $ 51,751 $ 51,751 $ — $ — Amounts included in: Cash and cash equivalents 51,751 Marketable securities, current — Total $ 51,751 The Company invests in highly-liquid, investment-grade securities. The following is a summary of the Company’s available-for-sale securities at December 31, 2018 and 2017: As of December 31, 2018 (in thousands): Cost Basis Unrealized Gain Unrealized Loss Fair Value Maturity Dates Cash equivalents - money market funds and commercial paper $ 85,434 $ — $ — $ 85,434 Marketable securities, current - commercial paper 10,234 — — 10,234 1/2019 - 9/2019 As of December 31, 2017 (in thousands): Cost Basis Unrealized Gain Unrealized Loss Fair Value Maturity Dates Cash equivalents - money market funds $ 51,751 $ — $ — $ 51,751 There were no realized gains or losses in years ending December 31, 2018 and 2017. The following table sets forth the Company’s financial liabilities measured at fair value on a recurring basis as of the date indicated below: Fair December 31, Basis of Fair Value Measurements (in thousands) 2018 Level 1 Level 2 Level 3 2017 warrants $ 3 $ — $ — $ 3 Fair December 31, Basis of Fair Value Measurements (in thousands) 2017 Level 1 Level 2 Level 3 2017 warrants $ 954 $ — $ — $ 954 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 12, “Stockholders’ Equity.” As of December 31, 2018 and 2017 the fair value of the long-term debt approximated it’s carrying value of $3.3 million and $3.5 million, respectively, because it is carried at market observable interest rates, which are considered Level 2. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 6—PROPERTY AND EQUIPMENT Property and equipment comprise the following (in thousands): December 31, 2018 2017 Laboratory equipment $ 4,676 $ 1,691 Leasehold improvements 3,274 512 Furniture and fixtures 89 85 Computer and equipment 145 76 8,184 2,364 Less: Accumulated depreciation (1,333 ) (412 ) Total property and equipment, net $ 6,851 $ 1,952 Depreciation expense was $958,000 and $155,000 for the years ended December 31, 2018 and 2017, respectively. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | NOTE 7—BALANCE SHEET COMPONENTS Accrued liabilities comprise the following (in thousands): December 31, 2018 2017 Accrued liabilities: General and administrative 297 $ 374 Clinical trial related costs 598 702 Non-clinical research and manufacturing operations 2,644 435 Payroll related 1,787 1,149 Other accrued expenses 31 30 Total accrued liabilities $ 5,357 $ 2,690 Deferred revenue was comprised of the following: December 31, 2018 2017 Deferred revenue Grant agreements $ — $ 1,673 Research and development agreements 28,901 1,092 Total deferred revenue $ 28,901 $ 2,765 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 — RELATED PARTY TRANSACTIONS Convertible Notes As of December 31, 2017, the Company had received an aggregate of approximately $10.0 million from stockholders under secured convertible promissory notes (the “Notes”). All of the Notes were issued in 2017 and 2016 and had the same terms. The Notes were subordinate to the long-term debt due to Silicon Valley Bank (See Note 9. 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 and no Notes remain outstanding at December 31, 2017. The principal of $10.0 million and accrued interest $486,900 was converted to 3,121,098 shares, which converted to 2,208,716 post-split shares in the merged entity. As a result, the Company recorded a loss on conversion of notes of $4.6 million during the year ended December 31, 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, the Takeda Multi-Target Agreement and the Takeda Development and License Agreement. Refer to Note 12. Stockholders’ Equity, for more detail about the Takeda Stock Purchase Agreement. Jonathan Lanfear, a director of the Company, is the Vice President and Global Head of Oncology and Neuroscience Business Development for Takeda. Private Placement Immediately following the Private Placement in 2017 described in Note 12 below, Longitude Venture Partner III, L.P. (“Longitude”) and CDK Associates, L.L.C. (“CDK”) became related parties, with Longitude and CDK beneficially owning 15.3% and 5.55% of the Company, respectively, following investments of $20.0 million and $7.0 million, respectively. Scott Morenstein, a director of the Company is a Managing Director of Caxton Alternative Management LP, the investment manager of CDK. David Hirsch, a director of the Company, is a member of Longitude Capital Partners III, LLC, the general partner of Longitude. Furthermore, Kevin Lalande, a director of the Company is affiliated with Sante Health Ventures I, L.P. and Sante Heath Ventures Annex Fund, L.P., which are stockholders of the Company and were investors in the Concurrent Financing. Threshold Promissory Note The Company received $4.0 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. Public Offering Following the Public Offering described in Note 12, “Stockholders’ Equity” below, BVF Partners L.P. (“BVF”) and Perceptive Advisors LLC (“Perceptive”) owned 7.6% and 5.9% of the Company, following investments of $15.3 million and $11.9 million, respectively. Neither BVF nor Perceptive is affiliated with any director or executive officer of the Company. Longitude Venture Partners III, L.P. and CDK, current stockholders of the Company, purchased 365,000 and 545,454 shares of common stock, respectively, in the Public Offering at the public offering price. F ollowing the Public Offering, Longitude and CDK beneficially owned 12.33% and 4.96% of the Company, respectively. |
Borrowing Arrangements
Borrowing Arrangements | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | NOTE 9 — BORROWING ARRANGEMENTS SVB Loan Agreement In April 2014, the Company entered into a loan and security agreement (the “Loan 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 48,874 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 $375,000 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 14,254 and 17,310 shares of the Company’s common stock at an exercise price of $3.07 per share. 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 December 31, 2017, the Company had received $6 million in the aggregate from this Growth Capital Loan. The Company was 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 December 31, 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 down the Growth Capital Loan on February 27, 2018, from the proceeds of the Perceptive Credit Facility, discussed below. Until the termination of the Growth Capital Loan on February 27, 2018, the Company paid $3.2 million in principal, $375,000 in a final fee, and $42,000 in interest during the year ended December 31, 2018 and As of December 31, 2018 the Growth Capital Loan had been repaid, and the balance was zero. As of December 31, 2017, the Growth Capital Loan balance was $3.5 million. Perceptive Credit Facility On February 27, 2018, the Company entered into a term loan facility with Perceptive Credit Holdings II, LP (“Perceptive”) in the amount of $10.0 million (the “Perceptive Credit Facility”). The Perceptive Credit Facility consists of a $5.0 million term loan, which was drawn on the effective date of the Perceptive Credit Facility, and an additional $5.0 million term loan that can be drawn down at a future date. The Company used a portion of the proceeds from the Perceptive Credit Facility to pay off the existing debt facility with SVB. Borrowings under the Perceptive Credit Facility are secured by all of the property and assets of the Company. The principal on the facility accrues interest at an annual rate equal to a three-month LIBOR plus the Applicable Margin. The Applicable Margin is 11.00%. Upon the occurrence, and during the continuance, of an event of default, the Applicable Margin, defined above, will be increased by 4.00% per annum. The interest rate at December 31, 2018 was 13.8%. Payments for the first 24 months are interest only and are paid quarterly. After the second anniversary of the closing date of the Perceptive Credit Facility, principal payments of $200,000 are due each calendar quarter, with a final payment of $3.4 million due on February 27, 2022. This term loan facility matures on February 27, 2022 and includes both financial and non-financial covenants, including a minimum cash balance requirement. The Company is required to pay an exit fee of $100,000 on a pro rata basis on the maturity date or the earlier date of repayment of the term loans in full. The exit fee is being accreted to interest expense over the term of the Perceptive Credit Facility using the effective interest method. For the year ended December 31, 2018, the Company recorded $569,000 of interest expense and $292,000 of amortization of debt discount related to the Perceptive Credit Facility. For the year ended December 31, 2017, the Company did not incur any interest expense related to the Perceptive Credit Facility, since the facility was not in place at that time. In connection with the Perceptive Credit Facility, on February 27, 2018 the Company issued Perceptive a warrant to purchase 190,000 shares of the Company’s common stock. The warrant is exercisable for a period of seven years from the date of issuance at an exercise price per share of $9.5792, subject to certain adjustments as specified in the Warrant. See Note 12, “Stockholders’ Equity” for further discussion of the warrant. The fair value of the warrant of $1.5 million was recorded as a debt discount, which is being amortized to interest expense over the term of the Perceptive Credit Facility using the effective interest method As of December 31, 2018 and December 31, 2017 the Perceptive Credit Facility principal balance was $5.0 million and zero, respectively. As of December 31, 2018, the Company was in compliance with the non-financial covenants of the Perceptive Credit Facility. Future required principal payments on the Perceptive Credit facility were as follows as of December 31, 2018 (in thousands): Year Ending December 31, 2019 $ — 2020 800 2021 800 2022 3,500 2023 — Total 5,100 Debt discount and deferred finance costs (1,846 ) Total $ 3,254 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10—COMMITMENTS AND CONTINGENCIES Commitments The Company is obligated under operating lease agreements covering the Company’s office facilities in Austin, Texas and Jersey City, New Jersey, respectively. Facilities expense under the operating leases was approximately $1.5 million and $625,000 thousand for the years ended December 31, 2018 and 2017, respectively. Future minimum payments due under the operating lease agreements at December 31, 2018 were as follows (in thousands): Year Ending December 31, 2019 $ 1,266 2020 1,193 2021 1,222 2022 1,247 2023 499 Total $ 5,427 The Company leases laboratory equipment under non-cancelable capital lease agreements. As of December 31, 2018 and 2017, laboratory equipment under capital leases included in property and equipment totaled approximately $99,000 and $162,000, respectively, net of accumulated amortization of approximately $108,000 and $75,000, respectively. Future minimum capital lease payments consisted of the following at December 31, 2018 (in thousands): Year Ending December 31, 2019 $ 33 2020 21 Total future minimum capital lease payments 54 Less amount representing interest (4 ) Total capital lease obligations 50 Current portion of lease obligations (33 ) Capital lease obligations, non-current portion $ 17 Contingencies In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by or on behalf of the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its directors and certain of its officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors and certain of its officers and employees, and former officers and directors in certain circumstances. The Company maintains product liability insurance and comprehensive general liability insurance, which may cover certain liabilities arising from its indemnification obligations. It is not possible to determine the maximum potential amount of exposure under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular indemnification obligation. Such indemnification obligations may not be subject to maximum loss clauses. Management is not currently aware of any matters that could have a material adverse effect on the financial position, results of operations or cash flows of the Company. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | NOTE 11 — REDEEMABLE CONVERTIBLE PREFERRED STOCK On August 1, 2017, the Company’s preferred stock was converted to common shares as a result of the Merger. The outstanding 9,116,405 shares of preferred stock, along with preferred dividends converted to 3,912,892, were converted to 13,029,297 shares of common stock. These common shares were converted upon merger to 9,220,478 shares of the merged entity. Refer to Footnote 3: Merger with Private Molecular, for further details on the Merger. The following table presents changes in the preferred stock during the year ended December 31, 2017 (in thousands): Series A Preferred Series B Preferred Series C Preferred Total Balance at December 31, 2016 $ 3,889 $ 5,480 $ 16,502 $ 25,871 Deemed dividends on preferred stock 119 178 661 958 Conversion to common stock in merger (4,008 ) (5,658 ) (17,163 ) (26,829 ) Balance at December 31, 2017 $ — $ — $ — $ — |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 12—STOCKHOLDERS’ EQUITY Equity Financings and Related Warrants Private Placement 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”) having an aggregate purchase price of $40.0 million (“PIPE Financing”), each such Unit consisting of (i) one (1) share (the “Shares”) of our common stock and (ii) a warrant (the “Private Placement Warrants”) to purchase 0.5 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 December 31, 2018, there were warrants outstanding under this agreement to purchase 2,896,532 shares of common stock. The warrants met the requirements for equity classification under ASC 815: Derivatives and Hedging, and the value of these warrants is included in additional paid-in capital on the balance sheet. The warrants are exercisable upon issuance and expire August 1, 2024. The Company will continue to evaluate equity classification on a quarterly basis. In December 2015, the Company entered into an agreement with Wedbush (“Wedbush Agreement”), which was subsequently amended in December of 2017, related to Wedbush’s services associated with the equity financing under the Longitude Securities Purchase Agreement (the “Wedbush Warrants”) At December 31, 2018, there were Wedbush warrants outstanding to purchase 57,930 shares of common stock. The warrants are exercisable upon issuance and expire December 1, 2024. Subsequent Private Placement 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 the Private Placement, Takeda purchased 2,922,993 Public Offering On September 25, 2018, the Company closed its underwritten public offering (the “Public Offering”) of 9,430,000 shares of its common stock, which included the exercise in full by the underwriters of their option to purchase 1,230,000 additional shares of common stock, at a price to the public of . Common Stock Warrant Liability Valuation As of December 31, 2018, the Company had warrants outstanding to purchase 3,521,735 shares of the Company’s common stock. 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. The following table summarizes the Company’s outstanding warrants as of December 31, 2018 and 2017 and the warrant activity during the year ended December 31, 2018: Warrants Outstanding Warrants Outstanding Weighted Average December 31, 2017 Issued Exercised December 31, 2018 Exercise Price 2017 Warrants 377,273 — — 377,273 $ 39.82 2017 Private Placement Warrants 2,954,462 — — 2,954,462 $ 6.84 2018 Warrants — 190,000 — 190,000 $ 9.58 3,331,735 190,000 — 3,521,735 On August 1, 2017, as part of the Merger, the Company assumed the warrant liability of the predecessor Threshold, related to issued warrants to purchase 377,273 shares of our common stock, with an exercise price of $39.82 per share. Refer to Note 3: Merger with Private Molecular, for further detail about the Merger. Due to change in control provisions outside of the Company’s control in these warrant agreements, 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 Balance at December 31, 2016 49 Change in fair value through August 1, 2017 37 Conversion of 2014 warrants to common stock (87 ) Warrant liability related to Merger on August 1, 2017 1,120 Change in fair value during the five months ended December 31, 2017 (165 ) Balance at December 31, 2017 954 Change in fair value during the year ended December 31, 2018 (951 ) Balance at December 31, 2018 $ 3 The fair value of these warrants on December 31, 2018 and 2017 was determined using a Black-Scholes model with the following key level 3 inputs: December 31, 2018 December 31, 2017 Risk-free interest rate 2.6 % 1.9 % Expected life (in years) 1.1 2.1 Dividend yield — — Volatility 77 % 103 % Stock price at valuation date $ 4.04 $ 10.02 During the year ended December 31, 2018 and 2017 the change in fair value of $951,000 and $128,000 of noncash income, respectively, related to the warrants was recorded as change in fair value of warrant liabilities in the Company’s consolidated statement of operations and comprehensive loss. On August 1, 2017, in conjunction with the 2017 Private Placement, the Company issued warrants to purchase 2,896,532 shares of the Company’s common stock with an exercise price of $6.84, the Private Placement Warrants as described above. The Private Placement warrants are classified as equity and were valued at $16.3 million using the Black-Scholes model, and recorded in additional paid-in capital. The Black-Scholes inputs used were: expected dividend rate of 0%, expected volatility of 147%, risk free interest rate of 2.07%, and expected term of 7.0 years. In December 2017, the Company issued warrants to purchase 57,930 shares of the Company’s common stock with an exercise price of $6.84, the Wedbush Warrants as described above. The Wedbush Warrants are classified as equity and recorded in additional paid-in capital; and were valued at $0.4 million using the Black-Scholes model. The Black-Scholes inputs used were: expected dividend rate of 0%, expected volatility of 108%, risk free interest rate of 2.3%, and expected term of 7.0 years. The Wedbush Warrants together with the Private Placement Warrants are combined as “2017 Private Placement Warrants” in the table above. On February 28, 2018, in connection with the Perceptive Credit Facility, the Company issued warrants to purchase 190,000 shares of the Company’s common stock with an exercise price of $9.58 (the “2018 Warrants”). The 2018 Warrants are exercisable for a period of seven years from the date of issuance, subject to certain adjustments as specified in the Warrants. The 2018 Warrants were classified as equity and recorded in additional paid-in capital; and were valued at $1.5 million using the Black-Scholes model. The Black-Scholes inputs used were: expected dividend rate of 0%, expected volatility of 105%, risk free interest rate of 2.8%, and expected term of 7.0 years. See Note 9, “Borrowing Arrangements”, for further detail about the Perceptive Credit Facility. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plans and Stock Based Compensation | NOTE 13—EQUITY INCENTIVE PLANS AND STOCK-BASED COMPENSATION 2014 Equity Incentive Plan The terms of the 2014 Equity Incentive Plan (“2014 Plan”) provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property. Stock options may be granted under the 2014 Plan with an exercise price not less than 100% of the fair market value of the common stock on the date of grant. Stock options under the 2014 Plan may be granted with terms of up to ten years and generally vest over a period of four years, with the exception of grants to non-employee directors and consultants where the vesting period is or may be shorter. No additional awards have been or will be made after May 31, 2018 under the 2014 Plan. 2009 Equity Incentive Plan The terms of the 2009 Stock Plan (the “2009 Plan”) provide for the issuance of incentive stock options, nonqualified stock options and restricted stock to employees, directors and consultants of the Company. In August 2017, the Company assumed the 2009 Stock Plan as part of the Merger. The Company has reserved a sufficient number of shares of common stock to permit exercise of options in accordance with the terms of the 2009 Plan. Options granted under the 2009 Plan generally vest according to a five-year vesting schedule, with 20% of the shares vesting on the one-year anniversary and equal monthly vesting installments thereafter. No additional awards have been or will be made after May 31, 2018 under the 2009 Plan. 2004 Equity Incentive Plan The 2004 Equity Incentive Plan (“2004 Plan”) provided for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, stock awards and cash awards to employees and consultants. Stock options were granted under the 2004 Plan with an exercise price not less than 100% of the fair market value of the common stock on the date of grant. Stock options under the 2004 Plan were granted with terms of up to ten years and generally vested over a period of four years. The 2004 Plan expired pursuant to its terms on April 7, 2014. No additional awards have been or will be made after April 7, 2014 under the 2004 Plan. 2018 Equity Incentive Plan In May 2018, the Company adopted the 2014 Equity Incentive Plan (“2018 Plan”). The terms of the 2018 Plan provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property. Stock options may be granted under the 2018 Plan with an exercise price not less than 100% of the fair market value of the common stock on the date of grant. Stock options under the 2018 Plan may be granted with terms of up to ten years and generally vest over a period of four years, with the exception of grants to non-employee directors and consultants where the vesting period is or may be shorter. The total number of shares of the Company’s common stock initially reserved for issuance under the 2018 Plan was equal to the sum of (i) 2,000,000 newly reserved shares, which included, as of April 30, 2018, 104,184 shares reserved and unallocated under the 2009 Stock Plan, as amended, and 322,290 shares reserved and unallocated under the 2014 Equity Incentive Plan, as amended, 2004 Employee Stock Purchase Plan On January 1, 2017 an additional 9,091 shares were authorized for issuance under the 2004 Employee Stock Purchase Plan (“2004 Purchase Plan”) pursuant to the annual automatic increase to the authorized shares under the 2004 Purchase Plan. The 2004 Purchase Plan contains consecutive, overlapping 24 month offering periods. Each offering period includes four six-month purchase periods. The price of the common stock purchased will be the lower of 85% of the fair market value of the common stock at the beginning of an offering period or at the end of the purchase period. For the year ended December 31, 2018, no shares were purchased by employees under the 2004 Purchase Plan. For the year ended December 31, 2017, employees had purchased 2,868 shares of common stock under the 2004 Purchase Plan at an average purchase price of $2.80. At December 31, 2018, 18,917 shares were authorized and available for issuance under the 2004 Purchase Plan. Threshold equity awards issued and outstanding at the time of the Merger pursuant to the 2004 Plan and the 2014 Plan remain issued and outstanding. However, for accounting purposes, Threshold equity awards are assumed to have been exchanged for equity awards of Private Molecular, the accounting acquirer. The following table summarizes information about stock option activity assuming Threshold equity award plans were assumed by Private Molecular for years ended December 31, 2018 and 2017: Outstanding Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value of December 31, 2018 (in millions): Balances, December 31, 2016 941,684 $ 0.92 5.7 $ 0.9 Options assumed in merger (1) 963,681 $ 33.62 Options granted 1,116,627 8.30 Options exercised (17,473 ) 3.66 Options canceled (235,808 ) 35.48 Balances, December 31, 2017 2,768,711 $ 12.07 5.6 $ 11.0 Options granted 1,844,787 6.98 Options exercised (407,682 ) 0.70 Options canceled (202,817 ) 20.83 Balances, December 31, 2018 4,002,999 $ 10.43 6.4 $ 1.5 Vested and expected to vest December 31, 2018 4,002,999 $ 10.43 6.4 $ 1.5 Exercisable at December 31, 2018 1,607,856 $ 15.19 3.7 $ 1.5 (1) Private Molecular, as an accounting acquirer assumed stock options covering an aggregate of 963,681 shares of common stock. At December 31, 2018, stock options outstanding and exercisable by exercise price were as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.42–1.27 469,797 4.74 $ 1.05 469,797 $ 1.05 $ 1.85–6.05 423,710 4.78 $ 5.22 243,127 $ 5.44 $ 6.31–6.31 1,389,634 8.53 $ 6.31 60,313 $ 6.31 $ 7.14–9.28 459,209 4.94 $ 7.71 134,911 $ 7.67 $ 9.40–18.04 947,539 7.31 $ 10.91 386,598 $ 12.37 $ 18.59–79.42 313,110 0.69 $ 52.42 313,110 $ 52.42 $ 0.42–79.42 4,002,999 6.37 $ 10.43 1,607,856 $ 15.19 The total intrinsic value of stock options exercised during the years ended December 31, 2018 and 2017 were $2.6 million and $78,000, respectively, determined at the date of the option exercise. Cash received from stock option exercises were $283,000 and $61,000 for the years ended December 31, 2018 and 2017, 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 its current loss position. Stock-based Compensation The Company recognizes stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation.” Years Ended December 31, 2018 2017 Stock-based compensation expense: Research and development $ 1,192 $ 340 General and administrative 2,800 1,452 $ 3,992 $ 1,792 Employee Stock-based Compensation Expense 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 Company accounts for forfeitures as they occur. The fair value of employee stock options was estimated using the following weighted-average assumptions for the years ended December 31, 2018 and 2017: Years Ended December 31, 2018 2017 Employee Stock Options Risk-free interest rate 2.8 % 2.1 % Expected life (in years) 6.03 6.07 Dividend yield — — Volatility 107 % 110 % Weighted-average fair value of stock options granted $ 5.79 $ 6.94 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” The Company recognized $4.0 million and $1.8 million of stock-based compensation expense related to stock options granted under the Company’s equity compensation plans, for the years ended December 31, 2018 and 2017, respectively. Additionally, pursuant to the terms of the Merger Agreement in 2017, 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 during the year ended December 31, 2017. As of December 31, 2018, the total unrecognized compensation cost related to unvested stock-based awards granted to employees under the Company’s equity compensation plans was approximately $13.0 million. This cost will be recorded as compensation expense ratably over the remaining weighted average requisite service period of approximately 2.9 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14—INCOME TAXES The Tax Reform Act was enacted in December 2017. The Tax Act significantly changes U.S. tax law by, among other things, lowering U.S. corporate income tax rates, implementing a territorial tax system, and imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Act reduces the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Act, we revalued our ending net deferred tax assets and liabilities at December 31, 2017 and recognized a $6.9 million tax expense that was offset by a change in valuation allowance. The Tax Act provided for a one-time transition tax on the deemed repatriation of post-1986 undistributed foreign subsidiary earnings and profits (“E&P”). The Company currently has one foreign subsidiary that has not commenced operations. As a result, the international aspects of the Tax Act are not applicable. The Company applied the guidance in Staff Accounting Bulletin, or SAB, 118 when accounting for the enactment-date effects of the Tax Act in 2017 and throughout 2018. During 2018, the Company completed its 2017 income tax returns and the Company’s accounting for the enactment-date income tax effects of the Act with no adjustments to the provisional amounts For the years ended December 31, 2018 and 2017, the Company did not record an income tax provision due to net operating losses and the inability to record an income tax benefit. A reconciliation of income taxes at the statutory federal income tax rate to net income taxes included in the accompanying statements of operations is as follows (in thousands): 2018 2017 U.S. federal taxes (benefit) at statutory rate $ (6,361 ) $ (7,867 ) State federal income tax benefit (69 ) (21 ) Permanent differences (24 ) 87 Research and development credits (608 ) (237 ) Change in valuation allowance due to operations 2,758 4,766 Acquisition-related permanent differences — 2,281 Expiring state carryovers and other 4,304 991 Change in valuation allowance due to Tax Act — (6,863 ) U.S. Statutory Rate Change due to Tax Act — 6,863 Total $ — $ — The tax effects of temporary differences that give rise to significant components of the net deferred tax assets are as follows (in thousands): December 31, 2018 2017 Deferred tax assets Net operating loss carryforward $ 19,941 $ 13,797 Research and development credits 2,049 5,060 Deferred stock compensation 4,547 4,058 Deferred revenue 210 581 Other 404 254 Total deferred tax assets 27,151 23,750 Total deferred tax liabilities Depreciable and amortizable assets (925 ) (282 ) R&D intangible assets (5,591 ) (5,591 ) Total deferred tax liabilities (6,516 ) (5,873 ) Less: Valuation allowance (20,635 ) (17,877 ) Net deferred tax assets $ — $ — At December 31, 2018, the Company had federal net operating loss carryforwards of approximately $95.0 million available to offset future taxable income. The Company’s federal net operating loss carryforwards will begin to expire in 2021 if not used before such time to offset future taxable income or tax liabilities. For federal and state income tax purposes, a portion of the Company’s net operating loss carryforward is subject to certain limitations on annual utilization in case of changes in ownership, as defined by federal and state tax laws. The annual limitation may result in the expiration of the net operating loss before utilization. At December 31, 2018, the Company had federal research and development tax credits of approximately $1.9 million, which expire in the year beginning 2022, and state research and development tax credits of approximately $0.2 million, which have no expiration date. The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. The valuation allowance increased by $2.8 million from continuing operations. The total amount of unrecognized benefits as of December 31, 2018 and 2017 was $0 million and $1.1 million, respectively. The reconciliation of unrecognized tax benefits at the beginning and end of the year is as follows: (in thousands) 2018 2017 Gross unrecognized tax benefits at January 1, $ 1,143 $ — Gross increases (decreases) related to acquisitions (1,143 ) 1,064 Gross increases related to current year tax positions — 79 Gross unrecognized tax benefits at December 31, $ — $ 1,143 The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2018 and 2017, the Company had no accrued interest or penalties due to the Company’s net operating losses available to offset any tax adjustment. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since its inception. As a result of the Company’s net operating loss carryforwards, all of its tax years are subject to federal and state tax examination. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | NOTE 15—EMPLOYEE BENEFIT PLAN The Company sponsors a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code covering all full-time employees (“Molecular Templates 401(k) Plan”). The Molecular Templates 401(k) Plan is intended to qualify under Section 401 of the Internal Revenue Code. Participants meeting certain criteria, as defined in the plan document, are eligible for a matching contribution, in amounts determined at the discretion of the Company. Contributions to the Molecular Templates 401(k) Plan by the Company were $146,000 and $0 for the years ended December 31, 2018 and 2017, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16—SUBSEQUENT EVENTS On January 23, 2019 the Company entered into a facility lease agreement for an additional 57,000 square feet of office and laboratory space in Austin, Texas. The lease is estimated to commence in March 2019 and expire August 2028 with no option to renew. The lease will be recognized and measured in accordance with ASC 842 guidance. As such, the Company expects a significant lease liability and right-of-use asset to be recorded on its consolidated balance sheet upon adoption of ASC 842 in 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly owned subsidiary, and reflect the elimination of intercompany accounts and transactions. |
Reverse Stock Split | Reverse Stock Split On August 1, 2017, in connection with, and prior to the completion of, the Merger, Threshold effected a Reverse Stock Split |
Reclassifications | Reclassifications 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. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss applicable to common stockholders by the weighted average number of shares of Common Stock outstanding during the period without consideration of Common Stock equivalents. Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods, as the inclusion of all potential common shares outstanding is anti-dilutive. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers temporary investments with original maturities of three months or less from date of purchase to be cash equivalents. |
Marketable Securities | Marketable Securities The Company classifies its marketable securities as “available-for-sale.” Such marketable securities are recorded at fair value and unrealized gains and losses are recorded as a separate component of stockholders’ equity until realized. Realized gains and losses on sale of all such securities are reported in net loss, computed using the specific identification cost method. The Company places its marketable securities primarily in U.S. government securities, money market funds, corporate debt securities, commercial paper and certificates of deposit. The Company’s investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. |
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 marketable securities are with two major financial institutions in the United States. 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 53% and 56% of total revenues for the year ended December 31, 2018 and 2017, were derived from Takeda. See also Note 4, Research and Development Collaboration Agreements, regarding the collaboration agreements with Takeda. Drug candidates developed by the Company may require approvals or clearances from the 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. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Major additions and improvements are capitalized while maintenance and repairs that do not improve or extend the useful life of the respective asset are expensed. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from five to seven years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets When events, circumstances and/or operating results indicate that the carrying values of long-lived assets might not be recoverable through future operations, the Company prepares projections of the undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the projections indicate that the recorded amounts are not expected to be recoverable, such amounts are reduced to estimated fair value. Fair value is estimated based upon internal evaluation of each asset that includes quantitative analyses of net revenue and cash flows, review of recent sales of similar assets and market responses based upon discussions in connection with offers received from potential buyers. Certain factors used for these types of nonrecurring fair value measurements are considered Level 3 inputs. Management determined there was no impairment during the years ended December 31, 2018 and 2017. |
Revenue Recognition | Revenue Recognition The Company’s revenue has consisted principally of research and development revenue and grant revenue. Grant revenue relates to the grants the Company has received from governmental bodies that are conditional cost reimbursement grants, and we recognize revenue as allowable costs are incurred. Amounts collected in excess of revenue recognized are recorded as deferred revenue. Effective January 1, 2018, the Company adopted the Financial Accounting Standards Board’s (“FASB”) provisions of ASC 606, Revenue from Contracts with Customers Revenue Recognition Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of ASC 606, the Company performs the following five steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company identifies the goods or services promised within each collaboration agreement and assesses whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment involves subjective determinations and requires management to make judgments about the individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services are considered distinct provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. If a promised good or service is not distinct, an entity is required to combine that promised good or service with other promised goods or services until it identifies a bundle of goods or services that is distinct. The allocation of the transaction price to the performance obligations in proportion to their standalone selling prices is determined at contract inception. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if there is a significant benefit of financing. The Company assessed its collaboration agreements and concluded that no significant financing components were present. If an arrangement contains customer options that allow the customer to acquire additional goods or services, including an exclusive license to the Company’s intellectual property, the goods and services underlying the customer options are evaluated to determine whether they are deemed to represent a material right. In determining whether the customer option has a material right, the Company assesses whether there is an option to acquire additional goods or services at a discount. If the customer option is determined not to represent a material right, the option is not considered to be performance obligations at the outset of the arrangement. If the customer option is determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until the option is exercised. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation as each performance obligation is satisfied over time, with progress toward completion measured based on actual costs incurred relative to total estimated costs to be incurred over the life of the contract. Recorded revenue and costs are subject to revision as the contract progresses. Such revisions may result in increases or decreases to revenue and income and are reflected in the consolidated financial statements in the periods in which they are first identified. Estimating costs under the Company’s collaboration agreements is complex and involves significant judgment. Factors that must be considered in making estimates include labor productivity and availability, the nature and technical complexity of the work to be performed, potential performance delays, availability and timing of funding from the customer and progress toward completion. Adjustments to original estimates are often required as work progresses and additional information becomes known, even though the scope of the work required under the contract may not change. Any adjustment as a result of a change in estimates is made when facts develop, events become known, or an adjustment is otherwise warranted, such as in the case of contract change orders. The Company has procedures and processes in place to monitor the actual progress of a project against estimates and the Company’s estimates are updated if circumstances are warranted. Performance obligations may include research and development services to be performed by the Company on behalf of the collaboration partner. Revenue is recognized on research and development efforts as the services are performed and presented on a gross basis, since the Company is the principal. Under collaboration agreements, the timing of revenue recognition and contract billings may differ, and result in contract assets and contract liabilities. Contract assets represent revenues recognized in excess of amounts billed under collaboration agreements and are transferred to accounts receivable when billed or billing rights become unconditional. Contract liabilities represent billings in excess of revenues recognized under collaboration agreements. Refer to Note 4 ,” Research and Development Agreements” |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Accounting for Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The Company determines its deferred tax assets and liabilities based on differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in the financial statements and provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. This interpretation also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods and disclosure. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based compensation awards to employees, including grants of employee stock options, to be recognized in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. The Company recognizes stock-based compensation expense, equal to the grant date fair value of stock options over the requisite service period. |
Warrants | Warrants In conjunction with certain financing transactions, the Company issued warrants to purchase the Company’s common stock. The Company determines whether the warrants should be classified as a liability or equity. For warrants classified as liabilities, the Company estimates the fair value of the warrants at each reporting period using Level 3 inputs. The estimates in valuation models are based, in part, on subjective assumptions, including but not limited to stock price volatility, the expected life of the warrants, the risk-free interest rate and the fair value of the common stock underlying the warrants, and could differ materially in the future. The Company will continue to adjust the fair value of the warrant liability at the end of each reporting period for changes in fair value from the prior period until the earlier of the exercise or expiration of the applicable warrant. For warrants classified as equity, the Company records the value of the warrants in additional paid-in capital on the balance sheet. The Company will continue to evaluate the classification of the warrants on a quarterly basis, to determine whether the warrants continue to meet equity classification requirement. |
Research and Development Costs | Research and Development Costs Research and development expenses consist of costs such as salaries and benefits, laboratory supplies, facility costs, consulting fees and fees paid to contract research organizations, clinical trial sites, laboratories, other clinical service providers and contract manufacturing organizations. Research and development costs are expensed as incurred. |
In-process Research & Development | In-process Research & Development In-process research and development, or IPR&D, represents the fair value assigned to acquired 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. |
Comprehensive Loss | Comprehensive loss Comprehensive loss is comprised of the Company’s net loss and other comprehensive income (loss). Unrealized gain (loss) on available-for-sale marketable securities represents the only component of other comprehensive income (loss). |
Clinical Trial Accruals | Clinical Trial Accruals The Company’s preclinical and clinical trials are performed by third party contract research organizations (CROs) and/or clinical investigators, and clinical supplies are manufactured by contract manufacturing organizations (CMOs). Invoicing from these third parties may be monthly based upon services performed or based upon milestones achieved. The Company accrues these expenses based upon its assessment of the status of each clinical trial and the work completed, and upon information obtained from the CROs and CMOs. The Company’s estimates are dependent upon the timeliness and accuracy of data provided by the CROs and CMOs regarding the status and cost of the studies, and may not match the actual services performed by the organizations. This could result in adjustments to the Company’s research and development expenses in future periods. To date the Company has had no significant adjustments. |
Bonus Accruals | Bonus Accruals The Company has bonus programs for eligible employees. Bonuses are determined based on various criteria, including the achievement of corporate, departmental and individual goals. Bonus accruals are estimated based on various factors, including target bonus percentages per level of employee and probability of achieving the goals upon which bonuses are based. The Company’s management periodically reviews the progress made towards the goals under the bonus programs. As bonus accruals are dependent upon management’s judgments of the likelihood of achieving the various goals, it is possible for bonus expense to vary significantly in future periods if changes occur in those management estimates. |
Segments | Segments The Company has one reportable segment and uses one measurement of results of operations to manage its business. All long-lived assets are maintained in the United States of America. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Effective January 1, 2018, the Company adopted ASC 606, which provides principles for recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company adopted ASC 606 on a modified retrospective basis through a cumulative adjustment to equity. The impact of the adoption of the standard to prior period amounts is discussed below in Note 4, “ Research and Development Agreements” In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 In December 2017, the SEC issued Staff Accounting Bulletin (“SAB”) 118 to address the application of GAAP in situations in which a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act (the “Tax Act”), which was signed into law on December 22, 2017. In March 2018, the FASB issued ASU No. 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SEC Update)”, which amended ASC 740 to incorporate the requirements of SAB 118. The impact of the adoption of the standard did not have a material impact on the Company’s consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting”, which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. This ASU becomes effective in the first quarter of fiscal year 2019 and early adoption is permitted. Entities will apply the ASU by recognizing a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. The Company early adopted the standard in the fourth quarter of 2018 and it did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) The Company does not expect to elect the practical expedient pertaining to the use of hindsight. its operating leases of real estate and (ii) the requirement to provide significant new disclosures regarding the Company’s leasing activities. The adoption of new standard will have a material impact on the Company’s consolidated balance sheet as of January 1, 2019, as we will recognize the right-of-use assets and liabilities for our operating leases. We expect to record lease liabilities of approximately $4.7 million based on the present value of the remaining minimum rental payments using discount rates as of the effective date. We also expect to record corresponding right-of-use assets of approximately $4.2 million, based on the operating lease liabilities adjusted for unamortized deferred rent and lease incentives. The Company, however, does not expect a material impact to its consolidated statements of operations and consolidated statements of cash flow. In May 2017, the FASB issued a new accounting standard update on stock compensation and the 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. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. The Company early adopted the standard in the first quarter of 2018 and it did not have a material impact on the Company’s consolidated financial statements |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator | The following is the calculation of basic and diluted net loss per share (in thousands, except share and per share data): Years Ended December 31, 2018 2017 Numerator: Net loss attributable to common shareholders $ 30,287 $ 24,098 Denominator: Weighted-average number of common shares outstanding - basic and diluted 29,601,692 11,400,881 Net loss per share: Basic and diluted $ 1.02 $ 2.11 |
Warrants and Options Split Adjusted, and Excluded from Computation of Diluted Net Loss Per Share | The following outstanding warrants and options were split adjusted, and 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): Years Ended December 31, 2018 2017 Shares issuable upon exercise of warrants 3,522 3,332 Shares issuable upon exercise of stock options 4,003 2,769 |
Merger with Private Molecular (
Merger with Private Molecular (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) Settlement of preexisting bridge note with Threshold (4,010 ) (4) Total purchase price $ 35,654 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 from 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 Private Molecular 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. 4. Represent the bridge loan at the date of merger between Threshold and Molecular. Since the receivable on Threshold’s balance sheet was settled as part of the merger, it is deemed to be a reduction in the purchase price. |
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) 26,623 Accounts payable, accrued expenses (2,009 ) Warrant liability (1,121 ) Net assets acquired $ 35,654 |
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). Unaudited Year ended December 31, 2017 Revenue $ 6,395 Net loss $ (15,599 ) |
Research and Development Agre_2
Research and Development Agreements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Research and Development Revenues Disaggregated by Location | Research and Development revenue is attributable to regions based on the location of our collaboration partner's parent company headquarters. Research and Development revenues disaggregated by location were as follows (in thousands): Twelve Months Ended December 31, 2018 2017 Japan $ 7,087 $ 1,908 United States 196 500 Total Research and Development Revenue $ 7,283 $ 2,408 |
Schedule of Contract Assets and Contract Liabilities for Performance Obligations related to Collaboration Agreements | Changes in the Company’s contract assets and liabilities under Topic 606 were as follows (in thousands): December 31, 2018 December 31, 2017(1) Contract Assets Unbilled revenue $ — $ — Contract Liabilities Deferred revenue $ 28,901 $ 1,092 (1) December 31, 2017 balances prior to the impact related to the modified retrospective adoption of ASC 606. During the year ended December 31, 2018, the Company recorded $982,000 in |
ASC 2014-09 | |
Schedule of Impact of Adoption of New Revenue Standard | As a result of applying the modified retrospective method to adopt the new revenue guidance, the following adjustments were made to accounts on the Condensed Consolidated Balance Sheet as of January 1, 2018 (in thousands): Balance Sheet December 31, 2017 Effect of adoption of ASC 606 (1) January 1, 2018 Assets Other current assets $ 19 $ 54 $ 73 Total assets 90,391 54 90,445 Stockholders' equity Accumulated deficit (64,471 ) 54 (64,417 ) Total liabilities and stockholders' equity $ 90,391 $ 54 $ 90,445 (1) This impact represents the amount of revenue that would have been recognized and accounted for as unbilled revenue, during the year ended December 31, 2017. |
Marketable Securities and Fai_2
Marketable Securities and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 available-for-sale marketable securities) at fair value on a recurring basis as of December 31, 2018 and 2017: Fair Value as December 31, Basis of Fair Value Measurements (in thousands) 2018 Level 1 Level 2 Level 3 Money market funds $ 82,843 $ 82,843 $ — $ — Commercial paper 12,825 — 12,825 — Total $ 95,668 $ 82,843 $ 12,825 $ — Amounts included in: Cash and cash equivalents $ 85,434 Marketable securities, current 10,234 Total $ 95,668 Fair Value as December 31, Basis of Fair Value Measurements (in thousands) 2017 Level 1 Level 2 Level 3 Money market funds $ 51,751 $ 51,751 $ — $ — Commercial paper — — — — Total $ 51,751 $ 51,751 $ — $ — Amounts included in: Cash and cash equivalents 51,751 Marketable securities, current — Total $ 51,751 |
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 December 31, 2018 and 2017: As of December 31, 2018 (in thousands): Cost Basis Unrealized Gain Unrealized Loss Fair Value Maturity Dates Cash equivalents - money market funds and commercial paper $ 85,434 $ — $ — $ 85,434 Marketable securities, current - commercial paper 10,234 — — 10,234 1/2019 - 9/2019 As of December 31, 2017 (in thousands): Cost Basis Unrealized Gain Unrealized Loss Fair Value Maturity Dates Cash equivalents - money market funds $ 51,751 $ — $ — $ 51,751 |
Financial Liabilities at Fair Value on Recurring Basis | The following table sets forth the Company’s financial liabilities measured at fair value on a recurring basis as of the date indicated below: Fair December 31, Basis of Fair Value Measurements (in thousands) 2018 Level 1 Level 2 Level 3 2017 warrants $ 3 $ — $ — $ 3 Fair December 31, Basis of Fair Value Measurements (in thousands) 2017 Level 1 Level 2 Level 3 2017 warrants $ 954 $ — $ — $ 954 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment comprise the following (in thousands): December 31, 2018 2017 Laboratory equipment $ 4,676 $ 1,691 Leasehold improvements 3,274 512 Furniture and fixtures 89 85 Computer and equipment 145 76 8,184 2,364 Less: Accumulated depreciation (1,333 ) (412 ) Total property and equipment, net $ 6,851 $ 1,952 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Components of Accrued Liabilities | Accrued liabilities comprise the following (in thousands): December 31, 2018 2017 Accrued liabilities: General and administrative 297 $ 374 Clinical trial related costs 598 702 Non-clinical research and manufacturing operations 2,644 435 Payroll related 1,787 1,149 Other accrued expenses 31 30 Total accrued liabilities $ 5,357 $ 2,690 |
Components of Deferred Revenue | Deferred revenue was comprised of the following: December 31, 2018 2017 Deferred revenue Grant agreements $ — $ 1,673 Research and development agreements 28,901 1,092 Total deferred revenue $ 28,901 $ 2,765 |
Borrowing Arrangements (Tables)
Borrowing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Growth Capital Loan and Perceptive Credit Facility | |
Debt Instrument [Line Items] | |
Schedule of Required Future Principal Payments | Future required principal payments on the Perceptive Credit facility were as follows as of December 31, 2018 (in thousands): Year Ending December 31, 2019 $ — 2020 800 2021 800 2022 3,500 2023 — Total 5,100 Debt discount and deferred finance costs (1,846 ) Total $ 3,254 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Payments Due under Operating Lease Agreements | Future minimum payments due under the operating lease agreements at December 31, 2018 were as follows (in thousands): Year Ending December 31, 2019 $ 1,266 2020 1,193 2021 1,222 2022 1,247 2023 499 Total $ 5,427 |
Schedule of Future Minimum Capital Lease Payments | Future minimum capital lease payments consisted of the following at December 31, 2018 (in thousands): Year Ending December 31, 2019 $ 33 2020 21 Total future minimum capital lease payments 54 Less amount representing interest (4 ) Total capital lease obligations 50 Current portion of lease obligations (33 ) Capital lease obligations, non-current portion $ 17 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Changes in the Preferred Stock | The following table presents changes in the preferred stock during the year ended December 31, 2017 (in thousands): Series A Preferred Series B Preferred Series C Preferred Total Balance at December 31, 2016 $ 3,889 $ 5,480 $ 16,502 $ 25,871 Deemed dividends on preferred stock 119 178 661 958 Conversion to common stock in merger (4,008 ) (5,658 ) (17,163 ) (26,829 ) Balance at December 31, 2017 $ — $ — $ — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Outstanding Warrants to Purchase Shares of Common Stock | As of December 31, 2018, the Company had warrants outstanding to purchase 3,521,735 shares of the Company’s common stock. 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. The following table summarizes the Company’s outstanding warrants as of December 31, 2018 and 2017 and the warrant activity during the year ended December 31, 2018: Warrants Outstanding Warrants Outstanding Weighted Average December 31, 2017 Issued Exercised December 31, 2018 Exercise Price 2017 Warrants 377,273 — — 377,273 $ 39.82 2017 Private Placement Warrants 2,954,462 — — 2,954,462 $ 6.84 2018 Warrants — 190,000 — 190,000 $ 9.58 3,331,735 190,000 — 3,521,735 |
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 Balance at December 31, 2016 49 Change in fair value through August 1, 2017 37 Conversion of 2014 warrants to common stock (87 ) Warrant liability related to Merger on August 1, 2017 1,120 Change in fair value during the five months ended December 31, 2017 (165 ) Balance at December 31, 2017 954 Change in fair value during the year ended December 31, 2018 (951 ) Balance at December 31, 2018 $ 3 |
Outstanding Warrants Valuation Assumption | The fair value of these warrants on December 31, 2018 and 2017 was determined using a Black-Scholes model with the following key level 3 inputs: December 31, 2018 December 31, 2017 Risk-free interest rate 2.6 % 1.9 % Expected life (in years) 1.1 2.1 Dividend yield — — Volatility 77 % 103 % Stock price at valuation date $ 4.04 $ 10.02 |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity Under Equity Incentive Plan | The following table summarizes information about stock option activity assuming Threshold equity award plans were assumed by Private Molecular for years ended December 31, 2018 and 2017: Outstanding Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value of December 31, 2018 (in millions): Balances, December 31, 2016 941,684 $ 0.92 5.7 $ 0.9 Options assumed in merger (1) 963,681 $ 33.62 Options granted 1,116,627 8.30 Options exercised (17,473 ) 3.66 Options canceled (235,808 ) 35.48 Balances, December 31, 2017 2,768,711 $ 12.07 5.6 $ 11.0 Options granted 1,844,787 6.98 Options exercised (407,682 ) 0.70 Options canceled (202,817 ) 20.83 Balances, December 31, 2018 4,002,999 $ 10.43 6.4 $ 1.5 Vested and expected to vest December 31, 2018 4,002,999 $ 10.43 6.4 $ 1.5 Exercisable at December 31, 2018 1,607,856 $ 15.19 3.7 $ 1.5 (1) Private Molecular, as an accounting acquirer assumed stock options covering an aggregate of 963,681 shares of common stock. |
Stock Options Outstanding and Exercisable by Exercise Price | At December 31, 2018, stock options outstanding and exercisable by exercise price were as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.42–1.27 469,797 4.74 $ 1.05 469,797 $ 1.05 $ 1.85–6.05 423,710 4.78 $ 5.22 243,127 $ 5.44 $ 6.31–6.31 1,389,634 8.53 $ 6.31 60,313 $ 6.31 $ 7.14–9.28 459,209 4.94 $ 7.71 134,911 $ 7.67 $ 9.40–18.04 947,539 7.31 $ 10.91 386,598 $ 12.37 $ 18.59–79.42 313,110 0.69 $ 52.42 313,110 $ 52.42 $ 0.42–79.42 4,002,999 6.37 $ 10.43 1,607,856 $ 15.19 |
Stock-Based Compensation Expense | Stock-based compensation expense, which consists of the compensation cost for employee stock options and the value of options issued to non-employees for services rendered, was allocated to research and development and general and administrative in the consolidated statements of operations as follows (in thousands): Years Ended December 31, 2018 2017 Stock-based compensation expense: Research and development $ 1,192 $ 340 General and administrative 2,800 1,452 $ 3,992 $ 1,792 |
Weighted-Average Fair Value Valuation Assumptions | The fair value of employee stock options was estimated using the following weighted-average assumptions for the years ended December 31, 2018 and 2017: Years Ended December 31, 2018 2017 Employee Stock Options Risk-free interest rate 2.8 % 2.1 % Expected life (in years) 6.03 6.07 Dividend yield — — Volatility 107 % 110 % Weighted-average fair value of stock options granted $ 5.79 $ 6.94 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Taxes at Statutory Federal Income Tax Rate to Net Income Taxes | A reconciliation of income taxes at the statutory federal income tax rate to net income taxes included in the accompanying statements of operations is as follows (in thousands): 2018 2017 U.S. federal taxes (benefit) at statutory rate $ (6,361 ) $ (7,867 ) State federal income tax benefit (69 ) (21 ) Permanent differences (24 ) 87 Research and development credits (608 ) (237 ) Change in valuation allowance due to operations 2,758 4,766 Acquisition-related permanent differences — 2,281 Expiring state carryovers and other 4,304 991 Change in valuation allowance due to Tax Act — (6,863 ) U.S. Statutory Rate Change due to Tax Act — 6,863 Total $ — $ — |
Schedule of Significant Components of Net Deferred Tax Assets | The tax effects of temporary differences that give rise to significant components of the net deferred tax assets are as follows (in thousands): December 31, 2018 2017 Deferred tax assets Net operating loss carryforward $ 19,941 $ 13,797 Research and development credits 2,049 5,060 Deferred stock compensation 4,547 4,058 Deferred revenue 210 581 Other 404 254 Total deferred tax assets 27,151 23,750 Total deferred tax liabilities Depreciable and amortizable assets (925 ) (282 ) R&D intangible assets (5,591 ) (5,591 ) Total deferred tax liabilities (6,516 ) (5,873 ) Less: Valuation allowance (20,635 ) (17,877 ) Net deferred tax assets $ — $ — |
Schedule of Activity Related to Unrecognized Tax Benefits | The total amount of unrecognized benefits as of December 31, 2018 and 2017 was $0 million and $1.1 million, respectively. The reconciliation of unrecognized tax benefits at the beginning and end of the year is as follows: (in thousands) 2018 2017 Gross unrecognized tax benefits at January 1, $ 1,143 $ — Gross increases (decreases) related to acquisitions (1,143 ) 1,064 Gross increases related to current year tax positions — 79 Gross unrecognized tax benefits at December 31, $ — $ 1,143 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | Aug. 01, 2017shares | Dec. 31, 2018USD ($)Segment | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Number of issued and outstanding shares of common stock converted into one issued and outstanding share of common stock | shares | 11 | |||
Number of issued and outstanding shares of common stock converted by every eleven shares of issued and outstanding common stock | shares | 1 | |||
Impairment of long lived assets | $ | $ 0 | $ 0 | ||
Reportable segment | Segment | 1 | |||
ASU 2016-02 | Subsequent Event | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Right-of-use asset | $ | $ 4,200,000 | |||
Lease liability | $ | $ 4,700,000 | |||
Leasehold Improvements | Minimum | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | 5 years | |||
Leasehold Improvements | Maximum | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | 7 years | |||
Revenue | Credit Risk | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of total revenues | 53.00% | 56.00% | ||
Threshold | ||||
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 | |||
Exchange ratio of company common stock shares exchanged for each share owned by private molecular stockholders | shares | 7.7844 | |||
Threshold equity holders ownership interest | 34.40% | |||
Private Molecular equity holders ownership interest | 65.60% |
Net Loss Per Common Share - Rec
Net Loss Per Common Share - Reconciliation of Numerator and Denominator (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||
Net loss attributable to common shareholders | $ 30,287 | $ 24,098 |
Denominator: | ||
Weighted-average number of common shares outstanding - basic and diluted | 29,601,692 | 11,400,881 |
Net loss per share: | ||
Basic and diluted | $ 1.02 | $ 2.11 |
Net Loss Per Common Share - Add
Net Loss Per Common Share - Additional Information (Detail) - Threshold | Aug. 01, 2017shares |
Earnings Per Share [Line Items] | |
Common stock shares issued in exchange of each share | 7.7844 |
Reverse stock split of common stock conversion ratio | 11 |
Reverse stock split of common stock, description | 11-for-1 reverse stock split |
Net Loss Per Common Share - War
Net Loss Per Common Share - Warrants and Options Split Adjusted, and Excluded from Computation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares issuable | 3,522 | 3,332 |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares issuable | 4,003 | 2,769 |
Merger with Private Molecular -
Merger with Private Molecular - Additional Information (Detail) - USD ($) | Aug. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 01, 2017 | Mar. 24, 2017 |
Business Acquisition [Line Items] | ||||||
Exercise price per share on stock options after reverse stock split | $ 6.98 | $ 8.30 | ||||
Operating expenses | $ 44,284,000 | $ 21,242,000 | ||||
Loss on conversion of notes | $ 0 | 4,619,000 | ||||
2014 Equity Incentive Plan | ||||||
Business Acquisition [Line Items] | ||||||
Stock compensation expense related to the acceleration of pre merger options | $ 1,200,000 | 1,200,000 | ||||
Share Based Awards | ||||||
Business Acquisition [Line Items] | ||||||
Options to purchase shares of common stock | 963,681 | |||||
Threshold | ||||||
Business Acquisition [Line Items] | ||||||
Common stock shares issued in exchange of each share | 7.7844 | |||||
Threshold equity holders ownership interest | 34.40% | |||||
Private Molecular equity holders ownership interest | 65.60% | |||||
Stock option outstanding to purchase common stock | 963,681 | |||||
Exercise price per share on stock options after reverse stock split | $ 33.62 | |||||
Transaction costs associated with Merger | $ 2,000,000 | 2,000,000 | ||||
Principal amount | $ 2,000,000 | $ 2,000,000 | ||||
Promissory note interest rate | 1.00% | |||||
Operating expenses | 320,000 | |||||
Threshold | Eliminations | ||||||
Business Acquisition [Line Items] | ||||||
Transaction costs associated with Merger | $ 5,400,000 | 5,400,000 | ||||
Loss on conversion of notes | 4,600,000 | |||||
Stock-based compensation expense | 1,200,000 | |||||
Severance costs | 2,900,000 | |||||
Interest expense | 300,000 | |||||
Interest expense | $ 100,000 | |||||
Threshold | Measurement Input, Discount Rate | ||||||
Business Acquisition [Line Items] | ||||||
Fair value inputs discount rate | 12 |
Merger with Private Molecular_2
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 |
Settlement of preexisting bridge note with Threshold | (4,010) |
Total purchase price | $ 35,654 |
Merger with Private Molecular_3
Merger with Private Molecular - Purchase Price for Threshold on Closing Date of Merger (Parenthetical) (Detail) - Threshold | Aug. 01, 2017$ / sharesshares |
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 Molecular_4
Merger with Private Molecular - Summary of Allocation of Purchase Consideration to Assets Acquired and Liabilities Assumed (Detail) - Threshold $ in Thousands | Aug. 01, 2017USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 11,216 |
Prepaid expenses and other current assets | 945 |
In-process research and development (IPR&D) | 26,623 |
Accounts payable, accrued expenses | (2,009) |
Warrant liability | (1,121) |
Net assets acquired | $ 35,654 |
Merger with Private Molecular_5
Merger with Private Molecular - Pro Forma Results in Connection with Merger (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Business Combinations [Abstract] | |
Revenue | $ 6,395 |
Net loss | $ (15,599) |
Research and Development Agre_3
Research and Development Agreements - Schedule of Research and Development Revenues Disaggregated by Location (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue Recognition [Line Items] | ||
Total Research and Development Revenue | $ 7,283 | $ 2,408 |
JAPAN | ||
Revenue Recognition [Line Items] | ||
Total Research and Development Revenue | 7,087 | 1,908 |
UNITED STATES | ||
Revenue Recognition [Line Items] | ||
Total Research and Development Revenue | $ 196 | $ 500 |
Research and Development Agre_4
Research and Development Agreements - Schedule of Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
ASSETS | |||
Other current assets | $ 4,424 | $ 19 | |
Total assets | 140,158 | 90,391 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Accumulated deficit | (94,704) | (64,471) | |
Total liabilities and stockholders' equity | $ 140,158 | $ 90,391 | |
ASC 2014-09 | |||
ASSETS | |||
Other current assets | $ 73 | ||
Total assets | 90,445 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Accumulated deficit | (64,417) | ||
Total liabilities and stockholders' equity | 90,445 | ||
Effect of Adoption of ASC 606 | ASC 2014-09 | |||
ASSETS | |||
Other current assets | 54 | ||
Total assets | 54 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Accumulated deficit | 54 | ||
Total liabilities and stockholders' equity | $ 54 |
Research and Development Agre_5
Research and Development Agreements - Schedule of Contract Assets and Contract Liabilities for Performance Obligations related to Collaboration Agreements (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Contract Liabilities | ||
Deferred revenue | $ 28,901 | $ 2,765 |
ASC 2014-09 | ||
Contract Liabilities | ||
Deferred revenue | $ 28,901 | $ 1,092 |
Research and Development Agre_6
Research and Development Agreements - Schedule of Contract Assets and Contract Liabilities for Performance Obligations related to Collaboration Agreements (Parenthetical) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Contract With Customer Asset And Liability [Line Items] | ||
Research and development revenue | $ 7,283,000 | $ 2,408,000 |
Deferred Revenue | ||
Contract With Customer Asset And Liability [Line Items] | ||
Research and development revenue | $ 982,000 |
Research and Development Agre_7
Research and Development Agreements - Additional Information (Detail) - USD ($) | Sep. 18, 2018 | Aug. 31, 2017 | Jun. 23, 2017 | Oct. 31, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Sep. 30, 2016 | Nov. 30, 2011 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Nov. 30, 2017 | Oct. 31, 2016 |
Research And Development Collaboration Agreements [Line Items] | ||||||||||||||
Research and development revenues from collaboration agreements | $ 7,283,000 | $ 2,408,000 | ||||||||||||
Deferred revenue | 28,901,000 | 2,765,000 | $ 28,901,000 | |||||||||||
Grant | ||||||||||||||
Research And Development Collaboration Agreements [Line Items] | ||||||||||||||
Revenue from grant | 6,000,000 | 987,000 | ||||||||||||
Grant Agreements | Other Current Assets | ||||||||||||||
Research And Development Collaboration Agreements [Line Items] | ||||||||||||||
Reimbursement amounts submitted in excess of amounts received are recorded as receivables | 4,100,000 | 4,100,000 | ||||||||||||
CPRIT Agreement | Grant | ||||||||||||||
Research And Development Collaboration Agreements [Line Items] | ||||||||||||||
Cancer research grant contract award | $ 15,200,000 | |||||||||||||
Takeda Development Agreement | ||||||||||||||
Research And Development Collaboration Agreements [Line Items] | ||||||||||||||
Research and development revenues from collaboration agreements | 3,900,000 | |||||||||||||
Upfront payment received | $ 30,000,000 | |||||||||||||
Total transaction price | 29,300,000 | |||||||||||||
Upfront payment | 30,000,000 | |||||||||||||
Probable development milestone payment that is achievable | 10,000,000 | |||||||||||||
Expected co share payment receivable | 10,700,000 | 10,700,000 | ||||||||||||
Research and development revenue | 0 | |||||||||||||
Deferred revenue | 24,800,000 | 24,800,000 | ||||||||||||
Takeda Development Agreement | Clinical Development and Regulatory Milestones | ||||||||||||||
Research And Development Collaboration Agreements [Line Items] | ||||||||||||||
Milestone payments receivable if option is exercised | 307,500,000 | |||||||||||||
Milestone payments receivable if option is not exercised | 162,500,000 | |||||||||||||
Takeda Development Agreement | Sales Milestone | ||||||||||||||
Research And Development Collaboration Agreements [Line Items] | ||||||||||||||
Milestone payments receivable if option is exercised | 325,000,000 | |||||||||||||
Milestone payments receivable if option is not exercised | 175,000,000 | |||||||||||||
Other Collaboration Agreements | ||||||||||||||
Research And Development Collaboration Agreements [Line Items] | ||||||||||||||
Research and development revenues from collaboration agreements | 196,000 | 500,000 | ||||||||||||
Other Collaboration Agreements | ETBs | ||||||||||||||
Research And Development Collaboration Agreements [Line Items] | ||||||||||||||
Research and development revenues from collaboration agreements | $ 500,000 | |||||||||||||
Contingent milestone payment upon delivery and acceptance of additional ETB materials | $ 250,000 | |||||||||||||
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] | ||||||||||||||
Upfront payment for technology access fees and cost reimbursement | $ 2,000,000 | |||||||||||||
Research and development revenues from collaboration agreements | 92,000 | 1,900,000 | ||||||||||||
Takeda Pharmaceuticals Inc | Takeda Individual Project Agreement | ||||||||||||||
Research And Development Collaboration Agreements [Line Items] | ||||||||||||||
Research and development revenues from collaboration agreements | 2,200,000 | 0 | ||||||||||||
Additional research and development revenue entitled to potentially receive | $ 2,200,000 | |||||||||||||
Increase in transaction consideration related to research services | $ 1,100,000 | |||||||||||||
Takeda Pharmaceuticals Inc | Takeda Multi Target Agreement | ||||||||||||||
Research And Development Collaboration Agreements [Line Items] | ||||||||||||||
Research and development revenues from collaboration agreements | 901,000 | 0 | ||||||||||||
Upfront payment received | 1,000,000 | |||||||||||||
Deferred revenue | 4,100,000 | 4,100,000 | ||||||||||||
Additional contingent milestone payments upon designation of each of two targets | $ 2,000,000 | |||||||||||||
Milestone payment received | 5,000,000 | |||||||||||||
Aggregate milestone payments upon exercise of option to license ETBS | 25,000,000 | 25,000,000 | ||||||||||||
Additional preclinical, clinical development and commercialization milestone payments entitled to potentially receive | 397,000,000 | 397,000,000 | ||||||||||||
Contractual contingency fees | 10,000,000 | |||||||||||||
Commercial milestone payment | $ 150,000,000 | |||||||||||||
Proceeds from signing of stock purchase agreement | $ 20,000,000 | |||||||||||||
Aggregate purchase price | $ 20,000,000 | |||||||||||||
Cancer Prevention and Research Institute of Texas | Grant Agreements | ETB MT-3724 | ||||||||||||||
Research And Development Collaboration Agreements [Line Items] | ||||||||||||||
Product development grant awarded | $ 10,600,000 | |||||||||||||
Aggregate proceeds received from award granted | $ 9,500,000 |
Marketable Securities and Fai_3
Marketable Securities and Fair Value Measurements - Financial Assets at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total cash equivalents and marketable securities | $ 95,668 | $ 51,751 | |
Cash and cash equivalents | 87,721 | 58,910 | $ 1,716 |
Marketable securities, current | 10,234 | 0 | |
Cash Equivalents | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 85,434 | 51,751 | |
Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total cash equivalents and marketable securities | 82,843 | 51,751 | |
Commercial Paper | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total cash equivalents and marketable securities | 12,825 | 0 | |
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 | 82,843 | 51,751 | |
Basis of Fair Value Measurements, Level 1 | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total cash equivalents and marketable securities | 82,843 | 51,751 | |
Basis of Fair Value Measurements, Level 1 | Commercial Paper | |||
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 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total cash equivalents and marketable securities | 12,825 | 0 | |
Basis of Fair Value Measurements, Level 2 | Money Market Funds | |||
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 2 | Commercial Paper | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total cash equivalents and marketable securities | 12,825 | 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 | |
Basis of Fair Value Measurements, Level 3 | Money Market Funds | |||
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 | Commercial Paper | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total cash equivalents and marketable securities | $ 0 | $ 0 |
Marketable Securities and Fai_4
Marketable Securities and Fair Value Measurements - Summary of Company's Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Fair Value | $ 10,234 | $ 0 |
Cash Equivalents - Money Market Funds and Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 85,434 | |
Unrealized Gain | 0 | |
Unrealized Loss | 0 | |
Fair Value | 85,434 | |
Marketable Securities, Current - Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 10,234 | |
Unrealized Gain | 0 | |
Unrealized Loss | 0 | |
Fair Value | $ 10,234 | |
Maturity dates | 2019-01 | |
Maturity dates | 2019-09 | |
Cash Equivalents - Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost Basis | 51,751 | |
Unrealized Gain | 0 | |
Unrealized Loss | 0 | |
Fair Value | $ 51,751 |
Marketable Securities and Fai_5
Marketable Securities and Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Realized gain or losses | $ 0 | $ 0 |
Shares of common stock to be purchased with warrants | 3,521,735 | 3,331,735 |
Long-term debt, carrying value | $ 3,300,000 | $ 3,500,000 |
2017 Warrants | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Shares of common stock to be purchased with warrants | 377,273 | 377,273 |
Marketable Securities and Fai_6
Marketable Securities and Fair Value Measurements - Financial Liabilities at Fair Value on Recurring Basis (Detail) - 2017 Warrants - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | $ 3 | $ 954 |
Basis of Fair Value Measurements, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | 0 |
Basis of Fair Value Measurements, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 0 | 0 |
Basis of Fair Value Measurements, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | $ 3 | $ 954 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, Gross | $ 8,184,000 | $ 2,364,000 |
Less: Accumulated depreciation | (1,333,000) | (412,000) |
Total property and equipment, net | 6,851,000 | 1,952,000 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, Gross | 4,676,000 | 1,691,000 |
Less: Accumulated depreciation | (108,000) | (75,000) |
Total property and equipment, net | 99,000 | 162,000 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, Gross | 3,274,000 | 512,000 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, Gross | 89,000 | 85,000 |
Computer and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, Gross | $ 145,000 | $ 76,000 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 958,000 | $ 155,000 |
Balance Sheet Components - Comp
Balance Sheet Components - Components of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Liabilities Current [Abstract] | ||
General and administrative | $ 297 | $ 374 |
Clinical trial related costs | 598 | 702 |
Non-clinical research and manufacturing operations | 2,644 | 435 |
Payroll related | 1,787 | 1,149 |
Other accrued expenses | 31 | 30 |
Total accrued liabilities | $ 5,357 | $ 2,690 |
Balance Sheet Components - Co_2
Balance Sheet Components - Components of Deferred Revenue (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | $ 28,901 | $ 2,765 |
Grant Agreements | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | 0 | 1,673 |
Research And Development Agreements | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | $ 28,901 | $ 1,092 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Aug. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||
Loss on conversion of notes | $ 0 | $ 4,619,000 | |
Threshold Pharmaceuticals, Inc. Promissory Note | |||
Related Party Transaction [Line Items] | |||
Aggregate proceeds received from promissory note payable to Threshold Pharmaceuticals, Inc | $ 4,000,000 | ||
Longitude Venture Partners III, L.P. | Private Placement | |||
Related Party Transaction [Line Items] | |||
Ownership percentage of merger company | 15.30% | ||
Investments | $ 20,000,000 | ||
CDK Associates, L.L.C. | Private Placement | |||
Related Party Transaction [Line Items] | |||
Ownership percentage of merger company | 5.55% | ||
Investments | $ 7,000,000 | ||
BVF Partners L.P. | Public Offering | |||
Related Party Transaction [Line Items] | |||
Ownership percentage of merger company | 7.60% | ||
Investments | $ 15,300,000 | ||
Perceptive Advisors LLC | Public Offering | |||
Related Party Transaction [Line Items] | |||
Ownership percentage of merger company | 5.90% | ||
Investments | $ 11,900,000 | ||
Common Stock | |||
Related Party Transaction [Line Items] | |||
Stock issued | 9,430,000 | 8,716,056 | |
Common Stock | Longitude Venture Partners III, L.P. | Public Offering | |||
Related Party Transaction [Line Items] | |||
Ownership percentage of merger company | 12.33% | ||
Stock issued | 365,000 | ||
Common Stock | CDK Associates, L.L.C. | Public Offering | |||
Related Party Transaction [Line Items] | |||
Ownership percentage of merger company | 4.96% | ||
Stock issued | 545,454 | ||
Secured Convertible Promissory Notes | |||
Related Party Transaction [Line Items] | |||
Proceeds from stockholders | $ 10,000,000 | ||
Interest accrual rate | 5.00% | ||
Debt instrument maturity date | Sep. 7, 2017 | ||
Convertible notes price per share | $ 3.36 | ||
Debt principal amount | $ 10,000,000 | ||
Accrued interest on convertible notes payable | $ 486,900 | ||
Number of shares issued upon debt conversion | 3,121,098 | ||
Loss on conversion of notes | $ 4,600,000 | ||
Secured Convertible Promissory Notes | Common Stock | Threshold | |||
Related Party Transaction [Line Items] | |||
Number of post split shares issued in merger | 2,208,716 |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information (Detail) | Feb. 27, 2018USD ($)$ / sharesshares | Apr. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | May 31, 2015USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)Installment | Apr. 30, 2015USD ($)shares |
Debt Instrument [Line Items] | |||||||
Credit facility, amortization of debt discount | $ 318,000 | $ 342,000 | |||||
Perceptive | |||||||
Debt Instrument [Line Items] | |||||||
Final fee due at loan maturity date | $ 3,400,000 | ||||||
Debt instrument, annual interest rate | 13.80% | ||||||
Total debt | $ 5,000,000 | 0 | |||||
Credit Facility, interest expense | 569,000 | $ 0 | |||||
Credit facility, amortization of debt discount | $ 292,000 | ||||||
Term Loan Facility | Perceptive | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity under loan | $ 10,000,000 | ||||||
Common stock exercise price | $ / shares | $ 9.5792 | ||||||
Increase in applicable margin percentage on event of default | 4.00% | ||||||
Period for which interest only payments will be made | 24 months | ||||||
Credit Facility, principal payments | $ 200,000 | ||||||
Credit Facility, maturity date | Feb. 27, 2022 | ||||||
Exit fee | $ 100,000 | ||||||
Number of shares issued for each warrant | shares | 190,000 | ||||||
Fair value of the warrant recorded as a debt discount | $ 1,500,000 | ||||||
Warrant exercisable period | 7 years | ||||||
LIBOR | Term Loan Facility | Perceptive | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 11.00% | ||||||
SVB Growth Capital Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, frequency of periodic payment | 3 | 30 | |||||
Maximum borrowing capacity under loan | $ 6,000,000 | ||||||
Number of warrants to purchase shares of common stock | shares | 17,310 | 14,254 | 48,874 | ||||
Final fee due at loan maturity date | $ 375,000 | ||||||
Amount drew down from bank | $ 3,000,000 | $ 2,300,000 | $ 800,000 | ||||
Common stock exercise price | $ / shares | $ 3.07 | $ 3.07 | |||||
Aggregate amount drawn down from credit facility | $ 6,000,000 | ||||||
Debt instrument first installment due date | Nov. 1, 2016 | ||||||
Debt instrument maturity date | Apr. 30, 2019 | ||||||
Debt instrument, annual interest rate | 5.44% | ||||||
Number of frequency of consecutive equal monthly payments of principal plus interest paid | Installment | 30 | ||||||
Debt instrument principal paid during period | $ 3,200,000 | $ 2,400,000 | |||||
Debt instrument interest paid during period | 42,000 | 237,000 | |||||
Final fee paid | 375,000 | ||||||
Total debt | $ 0 | $ 3,500,000 | |||||
SVB Growth Capital Loan | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.19% | ||||||
Term Loan Drawn on Effective Date of Credit Facility | Term Loan Facility | Perceptive | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from initial term loan on closing date of Credit Facility | $ 5,000,000 | ||||||
Additional Term Loan Drawn Six Months Following Effective Date of Credit Facility | Term Loan Facility | Perceptive | |||||||
Debt Instrument [Line Items] | |||||||
Remaining available amount from credit facility to be drawn six months following effective date of credit facility | $ 5,000,000 |
Borrowing Arrangements - Schedu
Borrowing Arrangements - Schedule of Required Future Principal Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total | $ 3,300 | $ 3,500 |
Perceptive Credit Facility | ||
Debt Instrument [Line Items] | ||
2019 | 0 | |
2020 | 800 | |
2021 | 800 | |
2022 | 3,500 | |
2023 | 0 | |
Total | 5,100 | |
Debt discount and deferred finance costs | (1,846) | |
Total | $ 3,254 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Other Commitments [Line Items] | ||
Property and equipment, net | $ 6,851,000 | $ 1,952,000 |
Accumulated amortization | 1,333,000 | 412,000 |
Facilities Operating Leases | ||
Other Commitments [Line Items] | ||
Operating lease expense | 1,500,000 | 625,000,000 |
Laboratory Equipment | ||
Other Commitments [Line Items] | ||
Property and equipment, net | 99,000 | 162,000 |
Accumulated amortization | $ 108,000 | $ 75,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Payments Due under Operating Lease Agreements (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 1,266 |
2020 | 1,193 |
2021 | 1,222 |
2022 | 1,247 |
2023 | 499 |
Total | $ 5,427 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Capital Lease Payments (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2019 | $ 33 |
2020 | 21 |
Total future minimum capital lease payments | 54 |
Less amount representing interest | (4) |
Total capital lease obligations | 50 |
Current portion of lease obligations | (33) |
Capital lease obligations, non-current portion | $ 17 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Additional Information (Detail) - shares | Aug. 01, 2017 | Dec. 31, 2017 |
Common Stock | ||
Temporary Equity [Line Items] | ||
Preferred stock converted into common stock in connection with merger, shares | 13,029,297 | |
Conversion of preferred stock to common stock of merged entity, shares | 9,220,478 | 9,220,478 |
Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Temporary equity, Amount of shares of preferred stock outstanding that were converted to common stock in connection with merger | 9,116,405 | 9,116,405 |
Conversion of preferred stock dividends to common stock in connection with merger, shares | 3,912,892 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Schedule of Changes in the Preferred Stock (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Temporary Equity [Line Items] | |
Beginning balance | $ 25,871 |
Deemed dividends on preferred stock | 958 |
Conversion Of Preferred Stock In To Common Stock Upon Merger | (26,829) |
Ending balance | 0 |
Series A Preferred | |
Temporary Equity [Line Items] | |
Beginning balance | 3,889 |
Deemed dividends on preferred stock | 119 |
Conversion Of Preferred Stock In To Common Stock Upon Merger | (4,008) |
Ending balance | 0 |
Series B Preferred | |
Temporary Equity [Line Items] | |
Beginning balance | 5,480 |
Deemed dividends on preferred stock | 178 |
Conversion Of Preferred Stock In To Common Stock Upon Merger | (5,658) |
Ending balance | 0 |
Series C Preferred | |
Temporary Equity [Line Items] | |
Beginning balance | 16,502 |
Deemed dividends on preferred stock | 661 |
Conversion Of Preferred Stock In To Common Stock Upon Merger | (17,163) |
Ending balance | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Sep. 25, 2018 | Feb. 27, 2018 | Aug. 01, 2017 | Jun. 23, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Class Of Warrant Or Right [Line Items] | |||||||
Warrants to purchase shares of common stock | 3,331,735 | 3,521,735 | 3,331,735 | ||||
Proceeds from public offering | $ 48,053,000 | $ 57,648,000 | |||||
Valuation of equity classified warrants recorded in additional paid-n capital | $ 1,522,000 | ||||||
Term Loan Facility | Perceptive | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Warrant exercisable period | 7 years | ||||||
Common stock exercise price | $ 9.5792 | ||||||
Number of shares to be issued upon exercise of warrant | 190,000 | ||||||
Common Stock | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Warrants to purchase shares of common stock | 377,273 | 3,521,735 | |||||
Common stock exercise price | $ 39.82 | ||||||
Shares issued under public offering | 9,430,000 | 8,716,056 | |||||
Change in fair value of common stock warrants | $ 951,000 | $ 128,000 | |||||
Valuation of equity classified warrants recorded in additional paid-n capital | $ 0 | ||||||
Common Stock | Term Loan Facility | Perceptive | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Warrant exercisable period | 7 years | ||||||
Common stock exercise price | $ 9.58 | ||||||
Valuation of equity classified warrants recorded in additional paid-n capital | $ 1,500,000 | ||||||
Expected dividend rate | 0.00% | ||||||
Expected volatility | 105.00% | ||||||
Risk free interest rate | 2.80% | ||||||
Expected term | 7 years | ||||||
Number of shares to be issued upon exercise of warrant | 190,000 | ||||||
Wedbush Agreement | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Warrants to purchase shares of common stock | 57,930 | 57,930 | |||||
Common stock exercise price | $ 6.84 | $ 6.84 | |||||
Valuation of equity classified warrants recorded in additional paid-n capital | $ 400,000 | ||||||
Expected dividend rate | 0.00% | ||||||
Expected volatility | 108.00% | ||||||
Risk free interest rate | 2.30% | ||||||
Expected term | 7 years | ||||||
Wedbush Agreement | PIPE Financing | Common Stock | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Warrants to purchase shares of common stock | 57,930 | 57,930 | 57,930 | ||||
Warrant exercisable period | 7 years | ||||||
Common stock exercise price | $ 6.8423 | $ 6.8423 | |||||
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 | $ 6.8423 | ||||||
Private Placement | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Warrants to purchase shares of common stock | 2,954,462 | 2,954,462 | 2,954,462 | ||||
Common stock exercise price | $ 6.84 | ||||||
Private Placement | Common Stock | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Warrants to purchase shares of common stock | 2,896,532 | ||||||
Common stock exercise price | $ 6.84 | ||||||
Valuation of equity classified warrants recorded in additional paid-n capital | $ 16,300,000 | ||||||
Expected dividend rate | 0.00% | ||||||
Expected volatility | 147.00% | ||||||
Risk free interest rate | 2.07% | ||||||
Expected term | 7 years | ||||||
Private Placement | Longitude Venture Partners III, L.P. | PIPE Financing | |||||||
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 | 0.5 | 2,896,532 | |||||
Sale of units, description and its composition | the Company sold an aggregate of 5,793,063 units (the “Units”) having an aggregate purchase price of $40.0 million (“PIPE Financing”), each such Unit consisting of (i) one (1) share (the “Shares”) of our common stock and (ii) a warrant (the “Private Placement Warrants”) to purchase 0.5 shares of our common stock (the “Private Placement”). | ||||||
Purchase price per unit | $ 6.9048 | ||||||
Warrant exercisable period | 7 years | ||||||
Common stock exercise price | $ 6.8423 | ||||||
Underwritten Public Offering | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Shares issued under public offering | 9,430,000 | ||||||
Shares issued, price per share | $ 5.50 | ||||||
Proceeds from public offering | $ 48,100,000 | ||||||
Over Allotment Option | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Shares issued under public offering | 1,230,000 |
Stockholders' Equity - Outstand
Stockholders' Equity - Outstanding Warrants to Purchase Shares of Common Stock (Detail) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding, December 31, 2017 | 3,331,735 |
Issued | 190,000 |
Exercised | 0 |
Warrants Outstanding, December 31, 2018 | 3,521,735 |
2017 Private Placement Warrants | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding, December 31, 2017 | 2,954,462 |
Issued | 0 |
Exercised | 0 |
Warrants Outstanding, December 31, 2018 | 2,954,462 |
Weighted Average Exercise Price | $ / shares | $ 6.84 |
2017 Warrants | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding, December 31, 2017 | 377,273 |
Issued | 0 |
Exercised | 0 |
Warrants Outstanding, December 31, 2018 | 377,273 |
Weighted Average Exercise Price | $ / shares | $ 39.82 |
2018 Warrants | |
Class Of Warrant Or Right [Line Items] | |
Warrants Outstanding, December 31, 2017 | 0 |
Issued | 190,000 |
Exercised | 0 |
Warrants Outstanding, December 31, 2018 | 190,000 |
Weighted Average Exercise Price | $ / shares | $ 9.58 |
Stockholders' Equity - Reconcil
Stockholders' Equity - Reconciliation of Warrant Liability Measured at Fair Value (Detail) - USD ($) $ in Thousands | Aug. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Change in common stock warrant fair value | $ 951 | $ 128 | ||
Basis of Fair Value Measurements, Level 3 | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginning Balance | 954 | 49 | ||
Change in common stock warrant fair value | $ 37 | $ (165) | (951) | |
Conversion of 2014 warrants to common stock | (87) | |||
Fair value of common stock warrants | 1,120 | |||
Ending Balance | $ 954 | $ 3 | $ 954 |
Stockholders' Equity - Outsta_2
Stockholders' Equity - Outstanding Warrants Valuation Assumption (Detail) | Dec. 31, 2018$ / shares | Dec. 31, 2017$ / shares |
Measurement Input, Risk Free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.026 | 0.019 |
Measurement Input, Expected Term | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected life (in years) | 1 year 1 month 6 days | 2 years 1 month 6 days |
Measurement Input, Expected Dividend Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Measurement Input, Price Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.77 | 1.03 |
Measurement Input, Share Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.04 | 10.02 |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock Based Compensation - Additional Information (Detail) - USD ($) | Aug. 01, 2017 | Jan. 01, 2017 | May 31, 2018 | Aug. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 30, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Total intrinsic value of stock options exercised | $ 2,600,000 | $ 78,000 | |||||
Cash received from stock option exercises | 283,000 | 61,000 | |||||
Tax benefit realized upon exercise of option | 0 | ||||||
Stock-based compensation expense | 3,992,000 | 1,792,000 | |||||
Unrecognized compensation cost related to unvested stock-based awards granted to employees under the stock option plans | $ 13,000,000 | ||||||
Unrecognized compensation cost related to unvested stock-based awards granted to employees under the stock option plans, period for recognition | 2 years 10 months 24 days | ||||||
2014 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Exercise price as a percentage of fair market value of common stock | 100.00% | ||||||
Terms of stock options granted | 10 years | ||||||
Terms of stock options vested | 4 years | ||||||
Options reserved for issuance transferred to 2018 Equity Incentive Plan | 322,290 | ||||||
Stock-based compensation expense related to acceleration of vesting of pre-merger awards | $ 1,200,000 | $ 1,200,000 | |||||
2009 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Terms of stock options vested | 5 years | ||||||
Percentage of shares vesting on one-year anniversary and equal monthly vesting installments thereafter | 20.00% | ||||||
Options reserved for issuance transferred to 2018 Equity Incentive Plan | 104,184 | ||||||
2004 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Exercise price as a percentage of fair market value of common stock | 100.00% | ||||||
Terms of stock options granted | 10 years | ||||||
Terms of stock options vested | 4 years | ||||||
2018 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Exercise price as a percentage of fair market value of common stock | 100.00% | ||||||
Terms of stock options granted | 10 years | ||||||
Terms of stock options vested | 4 years | ||||||
Options to purchase shares of common stock available for future grants | 595,710 | ||||||
Options reserved for issuance transferred to 2018 Equity Incentive Plan | 2,000,000 | ||||||
Common stock additional shares may be added to plan in connection in forfeiture or expiration of awards outstanding | 2,885,121 | ||||||
2018 Equity incentive plan annual evergreen provision to increase available for issuance description | Additionally, the number of shares of common stock that may be issued under the 2018 Plan will automatically increase on each January 1, beginning with January 1, 2019, and continuing with January 1, 2028 by an amount equal to the lesser of (i) 4% of the number of outstanding shares of common stock on that date and (ii) an amount determined by the Company’s board of directors or compensation committee; provided, however, that in no event will the number of shares available for issuance under the 2018 Plan be increased to the extent such increase, in addition to any other increases proposed by the board of directors in the number of shares available for issuance under all other employee or director stock plan would result in the total number of shares then available for issuance under all employee and director stock plans exceeding 20% of the outstanding shares of the Company’s common stock on the first day of the applicable fiscal year. | ||||||
Annual evergreen provision to increase available for issuance not to exceed percentage of common stock shares outstanding on date of increase | 4.00% | ||||||
2018 Equity Incentive Plan | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Available for issuance for all plans not to exceed percentage of common stock outstanding on first day of fiscal year | 20.00% | ||||||
2004 Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options to purchase shares of common stock available for future grants | 18,917 | ||||||
Additional shares authorized for issuance | 9,091 | ||||||
Offering period | 24 months | ||||||
Purchase period | 6 months | ||||||
Discount available to eligible employees related to employee stock purchase plan | 85.00% | ||||||
Plan participants purchased shares | 0 | 2,868 | |||||
Average purchase price under 2004 Employee Stock Purchase Plan | $ 2.80 |
Equity Incentive Plans and St_4
Equity Incentive Plans and Stock Based Compensation - Summary of Stock Option Activity Under Equity Incentive Plan (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Outstanding Options Number of Shares, Beginning Balance | 2,768,711 | 941,684 | |
Number of Shares, Options assumed in merger | 963,681 | ||
Number of Shares, Options granted | 1,844,787 | 1,116,627 | |
Number of Shares, Options exercised | (407,682) | (17,473) | |
Number of shares, Options canceled | (202,817) | (235,808) | |
Outstanding Options Number of Shares, Ending Balance | 4,002,999 | 2,768,711 | 941,684 |
Outstanding Options Number of Shares, Vested and expected to vest | 4,002,999 | ||
Outstanding Options Number of Shares, Exercisable | 1,607,856 | ||
Weighted Average Exercise Price, Beginning Balance | $ 12.07 | $ 0.92 | |
Weighted Average Exercise Price, Options assumed in merger | 33.62 | ||
Weighted Average Exercise Price, Options granted | 6.98 | 8.30 | |
Weighted Average Exercise Price, Options exercised | 0.70 | 3.66 | |
Weighted Average Exercise Price, Options canceled | 20.83 | 35.48 | |
Weighted Average Exercise Price, Ending Balance | 10.43 | $ 12.07 | $ 0.92 |
Weighted Average Exercise Price, Vested and expected to vest | 10.43 | ||
Weighted Average Exercise Price, Exercisable | $ 15.19 | ||
Weighted-Average Remaining Contractual Term, Outstanding | 6 years 4 months 24 days | 5 years 7 months 6 days | 5 years 8 months 12 days |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 6 years 4 months 24 days | ||
Weighted-Average Remaining Contractual Term, Exercisable | 3 years 8 months 12 days | ||
Aggregate Intrinsic Value, Outstanding | $ 1.5 | $ 11 | $ 0.9 |
Aggregate Intrinsic Value, Vested and expected to vest | 1.5 | ||
Aggregate Intrinsic Value, Exercisable | $ 1.5 |
Equity Incentive Plans and St_5
Equity Incentive Plans and Stock Based Compensation - Summary of Stock Option Activity Under Equity Incentive Plan (Parenthetical) (Detail) | Aug. 01, 2017shares |
Private Molecular | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Threshold Pharmaceuticals, Inc. options assumed in merger with Molecular Templates, Inc. | 963,681 |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock Based Compensation - Stock Options Outstanding and Exercisable by Exercise Price (Detail) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
$ 0.42-1.27 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices | $ 0.42 |
Range of Exercise Prices | $ 1.27 |
Number Outstanding | shares | 469,797 |
Weighted Average Remaining Contractual Life (Years) | 4 years 8 months 26 days |
Weighted Average Exercise Price | $ 1.05 |
Number Exercisable | shares | 469,797 |
Weighted Average Exercise Price | $ 1.05 |
$ 1.85-6.05 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices | 1.85 |
Range of Exercise Prices | $ 6.05 |
Number Outstanding | shares | 423,710 |
Weighted Average Remaining Contractual Life (Years) | 4 years 9 months 10 days |
Weighted Average Exercise Price | $ 5.22 |
Number Exercisable | shares | 243,127 |
Weighted Average Exercise Price | $ 5.44 |
$ 6.31-6.31 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices | 6.31 |
Range of Exercise Prices | $ 6.31 |
Number Outstanding | shares | 1,389,634 |
Weighted Average Remaining Contractual Life (Years) | 8 years 6 months 10 days |
Weighted Average Exercise Price | $ 6.31 |
Number Exercisable | shares | 60,313 |
Weighted Average Exercise Price | $ 6.31 |
$ 7.14-9.28 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices | 7.14 |
Range of Exercise Prices | $ 9.28 |
Number Outstanding | shares | 459,209 |
Weighted Average Remaining Contractual Life (Years) | 4 years 11 months 8 days |
Weighted Average Exercise Price | $ 7.71 |
Number Exercisable | shares | 134,911 |
Weighted Average Exercise Price | $ 7.67 |
$ 9.40-18.04 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices | 9.40 |
Range of Exercise Prices | $ 18.04 |
Number Outstanding | shares | 947,539 |
Weighted Average Remaining Contractual Life (Years) | 7 years 3 months 21 days |
Weighted Average Exercise Price | $ 10.91 |
Number Exercisable | shares | 386,598 |
Weighted Average Exercise Price | $ 12.37 |
$ 18.59-79.42 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices | 18.59 |
Range of Exercise Prices | $ 79.42 |
Number Outstanding | shares | 313,110 |
Weighted Average Remaining Contractual Life (Years) | 8 months 8 days |
Weighted Average Exercise Price | $ 52.42 |
Number Exercisable | shares | 313,110 |
Weighted Average Exercise Price | $ 52.42 |
$ 0.42-79.42 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices | 0.42 |
Range of Exercise Prices | $ 79.42 |
Number Outstanding | shares | 4,002,999 |
Weighted Average Remaining Contractual Life (Years) | 6 years 4 months 13 days |
Weighted Average Exercise Price | $ 10.43 |
Number Exercisable | shares | 1,607,856 |
Weighted Average Exercise Price | $ 15.19 |
Equity Incentive Plans and St_7
Equity Incentive Plans and Stock Based Compensation - Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 3,992 | $ 1,792 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,192 | 340 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,800 | $ 1,452 |
Equity Incentive Plans and St_8
Equity Incentive Plans and Stock Based Compensation - Weighted-Average Fair Value Valuation Assumptions (Detail) - Employee Stock Options - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 2.80% | 2.10% |
Expected life (in years) | 6 years 10 days | 6 years 25 days |
Dividend yield | 0.00% | 0.00% |
Volatility | 107.00% | 110.00% |
Weighted-average fair value of stock options granted | $ 5.79 | $ 6.94 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes Disclosure [Line Items] | |||
U.S. corporate income tax rate | 21.00% | 35.00% | |
Valuation allowance recorded to offset income tax expense from revaluation of deferred tax assets and liabilities due to corporate tax rate change | $ 0 | $ 6,863,000 | |
Income tax expense from revaluation of deferred tax assets and liabilities due to change corporate tax rate | 6,900,000 | ||
Adjustment to provisional amounts related to enactment-date income tax effects of the tax act | 0 | ||
Income tax provision | 0 | 0 | |
Increase in valuation allowance | 2,800,000 | ||
Unrecognized benefits | 0 | 1,143,000 | $ 0 |
Accrued interest or penalties | 0 | $ 0 | |
State | |||
Income Taxes Disclosure [Line Items] | |||
Research and development credits | 200,000 | ||
Federal | |||
Income Taxes Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 95,000,000 | ||
Year net operating loss carryforwards begin to expire | 2021 | ||
Research and development credits | $ 1,900,000 | ||
Year research and development credits begin to expire | 2022 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Taxes at Statutory Federal Income Tax Rate to Net Income Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal taxes (benefit) at statutory rate | $ (6,361,000) | $ (7,867,000) |
State federal income tax benefit | (69,000) | (21,000) |
Permanent differences | (24,000) | 87,000 |
Research and development credits | (608,000) | (237,000) |
Change in valuation allowance due to operations | 2,758,000 | 4,766,000 |
Acquisition-related permanent differences | 0 | 2,281,000 |
Expiring state carryovers and other | 4,304,000 | 991,000 |
Change in valuation allowance due to Tax Act | 0 | (6,863,000) |
U.S. Statutory Rate Change due to Tax Act | 0 | 6,863,000 |
Total | $ 0 | $ 0 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||
Net operating loss carryforward | $ 19,941 | $ 13,797 |
Research and development credits | 2,049 | 5,060 |
Deferred stock compensation | 4,547 | 4,058 |
Deferred revenue | 210 | 581 |
Other | 404 | 254 |
Total deferred tax assets | 27,151 | 23,750 |
Total deferred tax liabilities | ||
Depreciable and amortizable assets | (925) | (282) |
R&D intangible assets | (5,591) | (5,591) |
Total deferred tax liabilities | (6,516) | (5,873) |
Less: Valuation allowance | (20,635) | (17,877) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Acti
Income Taxes - Schedule of Activity Related to Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits at January 1, | $ 1,143 | $ 0 |
Gross increases (decreases) related to acquisitions | (1,143) | 1,064 |
Gross increases related to current year tax positions | 0 | 79 |
Gross unrecognized tax benefits at December 31, | $ 0 | $ 1,143 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Molecular Templates 401(k) Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer discretionary contribution amount | $ 146,000 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Austin, Texas - Subsequent Event - Office And Laboratory Space | Jan. 23, 2019ft² |
Subsequent Event [Line Items] | |
Facility lease agreement, square feet of office and laboratory space | 57,000 |
Lease commencement date | 2019-03 |
Lease expiry date | Aug. 31, 2028 |