Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Current Reporting Status | Yes | |
Trading Symbol | VCNX | |
Entity Registrant Name | Vaccinex, Inc. | |
Entity Central Index Key | 0001205922 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 16,644,611 | |
Entity File Number | 001-38624 | |
Entity Tax Identification Number | 16-1603202 | |
Entity Address, Address Line One | 1895 Mount Hope Avenue | |
Entity Address, City or Town | Rochester | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14620 | |
City Area Code | 585 | |
Local Phone Number | 271-2700 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 2,491 | $ 2,776 |
Accounts receivable | 769 | 898 |
Prepaid expenses and other current assets | 1,009 | 336 |
Total current assets | 4,269 | 4,010 |
Property and equipment, net | 612 | 594 |
TOTAL ASSETS | 4,881 | 4,604 |
Current liabilities: | ||
Accounts payable | 3,297 | 3,208 |
Accrued expenses | 3,323 | 3,670 |
TOTAL LIABILITIES | 6,620 | 6,878 |
Commitments and contingencies (Note 7) | ||
Stockholders’ deficit: | ||
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized as of March 31, 2020, and December 31, 2019; 16,377,587 and 14,887,999 shares issued as of March 31, 2020 and December 31, 2019, respectively; 16,376,735 and 14,887,147 shares outstanding as of March 31, 2020 and December 31, 2019, respectively | 2 | 1 |
Additional paid-in capital | 230,086 | 222,403 |
Treasury stock, at cost; 852 shares of common stock as of March 31, 2020 and December 31, 2019, respectively | (11) | (11) |
Accumulated deficit | (255,779) | (248,630) |
Total Vaccinex, Inc. stockholders’ deficit | (25,702) | (26,237) |
Noncontrolling interests | 23,963 | 23,963 |
TOTAL STOCKHOLDERS’ DEFICIT | (1,739) | (2,274) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 4,881 | $ 4,604 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 16,377,587 | 14,887,999 |
Common stock, shares outstanding | 16,376,735 | 14,887,147 |
Treasury stock, common shares | 852 | 852 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 94,000 | |
Costs and expenses: | ||
Cost of revenue | 175,000 | |
Research and development | $ 5,409,000 | 7,412,000 |
General and administrative | 1,750,000 | 1,647,000 |
Total costs and expenses | 7,159,000 | 9,234,000 |
Loss from operations | (7,159,000) | (9,140,000) |
Other income (expense), net | 10,000 | 73,000 |
Loss before provision for income taxes | (7,149,000) | (9,067,000) |
Provision for income taxes | 0 | 0 |
Net loss | (7,149,000) | (9,067,000) |
Net loss attributable to noncontrolling interests | 0 | 0 |
Net loss attributable to Vaccinex, Inc. common stockholders | (7,149,000) | (9,067,000) |
Comprehensive loss | $ (7,149,000) | $ (9,067,000) |
Net loss per share attributable to Vaccinex, Inc. common stockholders, basic and diluted | $ (0.45) | $ (0.79) |
Weighted-average shares used in computing net loss per share attributable to Vaccinex, Inc. common stockholders, basic and diluted | 16,001,023 | 11,475,749 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Total Vaccinex,Inc. Stockholders' Deficit | Noncontrolling Interests |
Balance at Dec. 31, 2018 | $ 15,342 | $ 1 | $ 208,156 | $ (11) | $ (216,767) | $ (8,621) | $ 23,963 |
Balance, Shares at Dec. 31, 2018 | 11,476,601 | 852 | |||||
Stock-based compensation | 60 | 60 | 60 | ||||
Net loss | (9,067) | (9,067) | (9,067) | ||||
Balance as of March 31, 2019 at Mar. 31, 2019 | 6,335 | $ 1 | 208,216 | $ (11) | (225,834) | (17,628) | 23,963 |
Balance, Shares at Mar. 31, 2019 | 11,476,601 | 852 | |||||
Balance at Dec. 31, 2019 | (2,274) | $ 1 | 222,403 | $ (11) | (248,630) | (26,237) | 23,963 |
Balance, Shares at Dec. 31, 2019 | 14,887,999 | 852 | |||||
Issuance of Common Shares | 7,476 | $ 1 | 7,475 | 7,476 | |||
Issuance of Common Shares, Shares | 1,468,563 | ||||||
Stock-based compensation | 204 | 204 | 204 | ||||
Stock-based compensation, Shares | 20,000 | ||||||
Exercise of stock options | $ 4 | 4 | 4 | ||||
Exercise of stock options, Shares | 1,025 | 1,025 | |||||
Net loss | $ (7,149) | (7,149) | (7,149) | ||||
Balance as of March 31, 2019 at Mar. 31, 2020 | $ (1,739) | $ 2 | $ 230,086 | $ (11) | $ (255,779) | $ (25,702) | $ 23,963 |
Balance, Shares at Mar. 31, 2020 | 16,377,587 | 852 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,149,000) | $ (9,067,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 75,000 | 60,000 |
Net amortization of premiums and discounts on marketable securities | (42,000) | |
Stock-based compensation | 204,000 | 60,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 130,000 | 11,000 |
Prepaid expenses and other current assets | (380,000) | 229,000 |
Accounts payable | (3,000) | 117,000 |
Accrued expenses | (387,000) | 156,000 |
Net cash used in operating activities | (7,510,000) | (8,476,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Sales of marketable securities | 11,800,000 | |
Purchase of property and equipment | (254,000) | |
Net cash (used in) provided by investing activities | (254,000) | 11,800,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from private offering of common stock | 7,475,000 | |
Proceeds from exercise of stock options | 4,000 | |
Net cash provided by financing activities | 7,479,000 | |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (285,000) | 3,324,000 |
CASH AND CASH EQUIVALENTS–Beginning of period | 2,776,000 | 5,618,000 |
CASH AND CASH EQUIVALENTS–End of period | 2,491,000 | $ 8,942,000 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Purchase of property and equipment in accounts payable | (161,000) | |
Deferred offering costs in prepaid assets and accrued liabilities | 40,000 | |
Deferred offering costs in prepaid assets and accounts payable | $ 253,000 |
Company and Nature of Business
Company and Nature of Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company and Nature of Business | Note 1. COMPANY AND NATURE OF BUSINESS Vaccinex, Inc. (together with its subsidiaries, the “Company”) was incorporated in Delaware in April 2001 and is headquartered in Rochester, New York. The Company is a clinical-stage biotechnology company engaged in the discovery and development of targeted biotherapeutics to treat serious diseases and conditions with unmet medical needs, including cancer, neurodegenerative diseases, and autoimmune disorders. Since its inception, the Company has devoted substantially all of its efforts toward product research, manufacturing and clinical development and raising capital. The Company is subject to a number of risks common to other early-stage biotechnology companies including, but not limited to, the successful development and commercialization of its product candidates, rapid technological change and competition, dependence on key personnel and collaborative partners, uncertainty of protection of proprietary technology and patents, clinical trial uncertainty, fluctuation in operating results and financial performance, the need to obtain additional funding, compliance with governmental regulations, technological and medical risks, management of growth and effectiveness of marketing by the Company. The Company is also subject to risks related to the impacts of the ongoing COVID-19 pandemic, discussed under “COVID-19 Pandemic” below. If the Company does not successfully commercialize or partner any of its product candidates, it will be unable to generate product revenue or achieve profitability. Going Concern These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates. The Company had negative cash flow from operations of $7.5 million and $8.5 million for the three months ended March 31, 2020 and 2019, respectively, and an accumulated deficit of $255.8 million and $248.6 million as of March 31, 2020 and December 31, 2019, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the date of the financial statements. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. To date, the Company has relied on public and private sales of equity and debt financing to fund its operations, in addition to capital contributions from noncontrolling interests and a limited amount of service revenue from collaboration agreements. The Company completed private placements of its common stock for aggregate gross proceeds of $7.5 million and $13.8 million in January 2020 and July 2019, respectively. In addition, on March 27, 2020, the Company announced that it had (i) entered into an Open Market Sale Agreement with Jefferies LLC (“Jefferies”) and filed a related prospectus supplement pursuant to which the Company may issue and sell up to $11.5 million of shares of our common stock from time to time through Jefferies as sales agent and (ii) entered into a Purchase Agreement with Keystone Capital Partners, LLC (“Keystone”) pursuant to which Keystone has agreed to purchase up to an aggregate of $5.0 million of shares of the Company’s common stock at the Company’s direction from time to time. However, the Company will need substantial additional capital to continue to support its ongoing operations. Financing s COVID-19 Pandemic In order to mitigate the spread of COVID-19, governments have imposed unprecedented restrictions on business operations, travel, and gatherings, resulting in a global economic downturn and other adverse economic and societal impacts. The COVID-19 pandemic may have impacts on the expected timing of the Company’s clinical trials, as well as other impacts on the economy, the biotechnology industry, and the Company’s business. For example, the Company previously anticipated initiating a trial of pepinemab in Alzheimer’s disease in mid-2020, but the initial enrollment date is now delayed. The Company may experience further disruptions as a result of the COVID-19 pandemic that could adversely impact its business, including disruption of research and clinical development activities, plans for release of data, manufacturing, supply, and interactions with regulators and other third parties, and difficulties in raising additional capital. The extent to which the COVID-19 pandemic may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation These condensed consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. As of March 31, 2020, and 2019, the Company’s accounts include Vaccinex Products and VX3 (DE) LP, a Delaware limited partnership (VX3). VX3 was established in October 2017 by a group of Canadian investors and was determined to be a variable interest entity (“VIE”) in which the Company is the primary beneficiary. The Company consolidates any VIE of which it is the primary beneficiary. The Company presents its noncontrolling interests as a separate component of stockholders’ equity (deficit). The company presents the net loss of VX3 equal to the percentage ownership interest retained in such entity by the respective noncontrolling party (VX3), and as a separate component within its consolidated statements of operations and comprehensive loss. The financial position of Vaccinex Products was not material as of March 31, 2020 and 2019, and there were no gains or losses for Vaccinex Products for the three months ended March 31, 2020 and 2019. All intercompany transactions and balances have been eliminated. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (the "SEC"), for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Company’s financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2020. The year-end balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted under the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 9, 2020. Use of Estimates These condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Such management estimates include those relating to assumptions used in the valuation of stock option awards, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates. Concentration of Credit Risk, Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are deposited in interest-bearing money market accounts. Although the Company deposits its cash with multiple financial institutions, cash balances may occasionally be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. The Company depends on third-party manufacturers for the manufacture of drug substance and drug product for clinical trials. The Company also relies on certain third parties for its supply chain. Disputes with these third- party manufacturers or shortages in goods or services from third-party suppliers could delay the manufacturing of the Company’s product candidates and adversely impact its results of operations. Deferred Offering Costs The Company has incurred certain costs in connection with its ongoing securities offerings. The Company capitalizes such deferred offering costs, which consist of direct, incremental legal, professional, accounting, and other third-party fees. The deferred offering costs will be offset against offering proceeds upon the consummation of an offering. Should the planned offering be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Condensed Consolidated Statement of Operations and Comprehensive Loss. At March 31, 2020, deferred offering costs were $293,000, and were included within Prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) Leases, Targeted Improvements to ASC 842, Leases , Leases The Company is currently evaluating the potential impact ASU 2016-02 may have on its financial position, results of operations, and related footnotes. The Company expects it will elect to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: (i) whether existing or expired arrangements are or contain a lease, (ii) the lease classification of existing or expired leases, and (iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company expects it will make an accounting policy election to keep leases with an initial term of 12 months or less off of its balance sheet. The Company’s assessment will include, but is not limited to, evaluating the impact that this standard has on the lease of its corporate headquarters in Rochester, New York. In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments” to improve reporting requirements specific to loans, receivables, and other financial instruments. The new standard requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the current incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. The new standard also requires enhanced disclosure of credit risk associated with financial assets. The standard is effective for interim and annual periods beginning after December 15, 2022 with early adoption permitted. Based on the composition of the Company’s financial assets, current market conditions and historical credit loss activity, the adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 3. BALANCE SHEET COMPONENTS Property and Equipment Property and equipment consist of the following (in thousands): As of March 31, 2020 As of December 31, 2019 Leasehold improvements $ 3,161 $ 3,161 Research equipment 3,476 3,442 Furniture and fixtures 350 350 Computer equipment 273 214 Property and equipment, gross 7,260 7,167 Less: accumulated depreciation and amortization (6,648 ) (6,573 ) Property and equipment, net $ 612 $ 594 Depreciation expense related to property and equipment was Accrued Expenses Accrued expenses consist of the following (in thousands): As of March 31, 2020 As of December 31, 2019 Accrued clinical trial cost $ 2,909 $ 3,252 Accrued payroll and related benefits 301 262 Accrued consulting and legal 89 79 Accrued other 24 77 Accrued expenses $ 3,323 $ 3,670 |
Fair Value of Financial Measure
Fair Value of Financial Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Measurements | Note 4. Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 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 assets’ or liabilities’ fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following table sets forth the fair value of the Company’s financial assets by level within the fair value hierarchy (in thousands): As of March 31, 2020 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 1,448 $ 1,448 $ - $ - Total Financial Assets $ 1,448 $ 1,448 $ - $ - As of December 31, 2019 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 1,464 $ 1,464 $ - $ - Total Financial Assets $ 1,464 $ 1,464 $ - $ - The Company did not transfer any assets measured at fair value on a recurring basis to or from Level 1 and Level 2 during either of the three months ended March 31, 2020 and 2019. |
License and Services Agreement
License and Services Agreement | 3 Months Ended |
Mar. 31, 2020 | |
Research And Development [Abstract] | |
License and Services Agreement | Note 5. LICENSE AND SERVICES AGREEMENT In November 2017, the Company entered into a license agreement (the “VX3 License Agreement”) with VX3 (DE) LLP (“VX3”), which was formed by a group of Canadian investors including the Company’s majority stockholder, FCMI Parent Co. (“FCMI Parent”). VX3 was created for the purpose of funding the Company’s research and development activities for pepinemab, the Company’s most advanced product candidate. Under the VX3 License Agreement, the Company granted VX3 the license to use, make, have made, sell, offer and import pepinemab for the treatment of Huntington’s disease in the U.S. and Canada and, in return, VX3 agreed to fund research and development activities with up to an aggregate of $32.0 million in milestone payments to the Company and to share any pepinemab profits and sublicensing revenue under the agreement in an amount based on a calculation set forth in the agreement. The Company also entered into a services agreement with VX3 (the “Services Agreement”), pursuant to which the Company will carry out development activities for pepinemab for the treatment of Huntington’s disease in the U.S. and Canada in exchange for services payments from VX3. The VX3 License Agreement expires upon the last to expire licensed patent and may be terminated by either party upon uncured material breach, the occurrence of certain transactions or financings including the consummation of an initial public offering by the Company, uncured failure of VX3 to make any payment due under the Services Agreement, or upon written notice after November 6, 2020. The Services Agreement may be terminated by either party upon an uncured material breach and is automatically terminated upon termination of the VX3 License Agreement. The VX3 License Agreement provides that upon termination, the Company will issue to VX3 or its designees the number of shares of the Company’s common stock equal to the lesser of (1) the aggregate of all payments made to VX3 by its partners divided by $18.20 and (2) the then fair market value of VX3 divided by the then fair market value of one share of the Company’s common stock. The Company has a variable interest in VX3 through FCMI Parent, which is majority owned and controlled by the Company’s chairman, and it controlled 90% of VX3’s voting interest as of March 31, 2020. VX3 does not have any business operations or generate any income or expenses and is primarily a funding mechanism specifically for the benefit of the Company, as its only activities consist of the receipt of funding and the contribution of such funding to the Company. Therefore, the Company determined that it is the primary beneficiary of VX3 and that the operating results of VX3 should be incorporated into the Company’s consolidated financial statements accordingly. The Company entered into an exchange agreement on August 13, 2018 with VX3 and its partners, including FCMI Parent, that provides each VX3 partner with the right to exchange all, but not less than all, of its partnership interests in VX3 for shares of the Company’s common stock. The exchange agreement also provides that FCMI Parent’s exercise of its option to exchange its VX3 partnership interests for shares of Company common stock would trigger the exchange of all VX3 partnership interests for shares of Company common stock. Further, under the exchange agreement, the Company will have a right to require the exchange of all partnership interests in VX3 for shares of Company common stock in any of the following circumstances: • The Company enters into a transaction such as a sale, merger or consolidation such that shares of Company common stock are or will be sold or exchanged for cash and/or marketable securities; • On or after August 13, 2023; or • either the Company or VX3 enters into a licensing, partnering or similar transaction with respect to one or more products and indications licensed to VX3 by the Company, and all amounts then due and owing to VX3 in connection with such transaction have been paid to VX3. For the three months ended March 31, 2020 and March 31, 2019, respectively, the Company did not receive any amounts from VX3 or record any related capital contributions from noncontrolling interests on the condensed financial statements. Noncontrolling equity interests do not participate in a proportionate share of the Company’s net losses for the three months ended March 31, 2020 or March 31, 2019, respectively, pursuant to the aforementioned partnership, license, services and exchange agreements. |
Collaboration Agreements
Collaboration Agreements | 3 Months Ended |
Mar. 31, 2020 | |
Collaboration Agreements [Abstract] | |
Collaboration Agreements | Note 6. Merck Sharp & Dohme Corp. In the fourth quarter of 2018 the Company entered into a research agreement with Merck Sharp & Dohme Corp. to test vaccinia strain Modified Vaccinia Ankara in an antibody discovery campaign. This research agreement entailed a cost sharing feasibility study, which concluded during the second quarter of 2019. Surface Oncology, Inc. In November 2017, the Company entered into a research collaboration and license option agreement with Surface Oncology, Inc. (“Surface”) to identify and select antibodies against two target antigens, using the Company’s proprietary technology as described in the agreement. The term for each research program is nine to twelve months (not exceeding twelve months unless extended by written agreement) including time necessary for any functional assessment conducted by Surface following the commencement of the research program. Surface will provide the Company material to carry out the research activities. During the research program term, the Company also grants Surface non-exclusive, worldwide, limited-purpose license for each target to use the Company’s research program materials for conducting the research work pursuant to the agreement. The Company received service fee payments of $93,887 for work conducted under the agreement for the three months ended March 31, 2019. This agreement will expire upon the latest of the expiration of both research programs and all evaluation Under the agreement, Surface may purchase exclusive options, exercisable by providing a written notice to the Company, to obtain (i) an exclusive product license to make, use, sell and import products incorporating antibodies targeting the first antigen and (ii) an exclusive research tool license to use antibodies targeting the second antigen to perform research. Surface purchased the first option and exercised the second option and entered into an exclusive research tool license agreement with Surface in the third quarter of 2019. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7. COMMITMENTS AND CONTINGENCIES Sublicense Termination Payments In 2006, the Company licensed certain technology to EUSA Pharma SAS (“EUSA”), and in 2008, this technology was sublicensed by EUSA to Glaxo Group Limited (“GSK”) for development. GSK terminated its sub-license with EUSA in March 2010 and ownership of the technology reverted back to the Company. The Company may be required to pay EUSA up to $25.5 million plus ongoing royalty payments of 1% of net sales upon the occurrence of certain events involving the previously licensed technology, including a Phase 3 clinical trial, Food and Drug Administration acceptance and approval and product sales. The Company is not planning any further commercialization efforts related to the previously licensed technology, and therefore does not anticipate any of the above described amounts will be paid. Operating Lease The Company leases its facilities from 1895 Management, Ltd., a New York corporation controlled by an entity affiliated with a director of the Company, under non-cancellable operating leases. Following entry into a lease extension agreement in July 2018, the lease agreement requires monthly rental payments of $14,000 through October 31, 2020. The Company is responsible for all maintenance, utilities, insurance and taxes related to the facility. As of March 31, 2020, the future minimum payments for the operating leases total $98,000 in 2020 and $0 for years 2021 through 2024. Rent expense incurred under the operating lease was $42,000 for the three months ended March 31, 2020 and 2019, respectively. Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. In the normal course of business, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. As of March 31, 2020, and December 31, 2019, the Company was not involved in any material legal proceedings. |
Common Stock Reserved For Issua
Common Stock Reserved For Issuance | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Common Stock Reserved For Issuance | Note 8. COMMON STOCK RESERVED FOR ISSUANCE Common stock has been reserved for the following potential future issuances: As of March 31, 2020 As of December 31, 2019 Shares underlying outstanding stock options 626,532 579,731 Shares available for future stock option grants 476,369 230,952 Exchange of Vaccinex Products, LP units 1,173,500 1,173,500 Conversion of VX3 units 1,318,797 1,318,797 Total shares of common stock reserved 3,595,198 3,302,980 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 9 . STOCK-BASED COMPENSATION 2011 Employee Equity Plan The Company’s 2011 Employee Equity Plan (the “2011 Plan”) was terminated in connection with the adoption of the Company’s 2018 Omnibus Incentive Plan (the “2018 Plan”) in August 2018, and the Company will not grant any additional stock options under the 2011 Plan. However, the 2011 Plan will continue to govern the terms and conditions of the outstanding stock options previously granted thereunder. Stock options granted under the 2011 Plan expire in five or ten years from the date of grant. 2018 Omnibus Incentive Plan In August 2018, the Company’s board of directors adopted, and its stockholders approved, the 2018 Plan, which allows for the granting of stock, stock options, and stock appreciation rights awards to employees, advisors and consultants. Stock options granted under the 2018 Plan may be either incentive stock options or non-statutory stock options. Incentive stock options may be granted to employees, advisors and consultants at exercise prices of no less than the fair value of the common stock on the grant date. If at the time of grant, the optionee owns stock representing more than 10% of the voting power of all classes of stock of the Company, the exercise price must be at least 110% of the fair value of the common stock on the grant date as determined by the board of directors. Non-statutory stock options may be granted to employees, advisors and consultants at exercise prices of less than the fair market value of a share of common stock on the date the non-statutory stock option is granted but shall under no circumstances be less than adequate consideration as determined by the board of directors for such a share. The vesting period of stock option grants is determined by the board of directors, ranging from zero to eight years. Stock options granted under the 2018 Plan expire in five or ten years from the date of grant. The Company reserved 425,000 shares of common stock for issuance, subject to certain adjustments, pursuant to awards under the 2018 Plan. Any shares of common stock related to awards outstanding under the 2011 Plan as of the effective date of the 2018 Plan, which thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares, will be added to, and included in, the number of shares of common stock available for grant under the 2018 Plan. In addition, effective January 1, 2020 and continuing until the expiration of the 2018 Plan, the number of shares of common stock available for issuance under the 2018 Plan will automatically increase annually by 2% of the total number of issued and outstanding shares of the Company’s common stock as of December 31 st A summary of the Company’s stock option activity and related information is as follows: Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (000's) Balance as of December 31, 2019 579,731 $ 8.04 7.0 $ 120 Granted 53,736 6.26 Exercised (1,025) 4.43 $ 1 Canceled (5,910) 8.54 Balance as of March 31, 2020 626,532 $ 7.89 6.8 $ 12 Exercisable as of March 31, 2020 412,150 $ 8.82 5.9 $ 3 The weighted-average grant date fair value of stock options granted to employees and directors for the three months ended March 31, 2020 and 2019 was $3.52 per share and $2.65 per share, respectively. The aggregate grant date fair value of stock options that vested during the three months ended March 31, 2020 and 2019 was $201,702 and $53,716, respectively. The intrinsic value of stock options vested and expected to vest and exercisable is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of March 31, 2020 and December 31, 2019. The intrinsic value of exercised stock options is the difference between the fair value of the underlying common stock and the exercise price as of the exercise date. As of March 31, 2020 and December 31, 2019, total unrecognized compensation cost related to stock options granted to employees was $688,452 and $627,129, respectively, which is expected to be recognized over a weighted-average period of 2.7 and 2.4 years, respectively. The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended March 31, 2020 2019 Expected term (in years) 6.0 6.0 Expected volatility 75 % 75 % Risk-free interest rate 1.5 % 2.5 % Expected dividend yield - % - % In March 2020, the Company issued an aggregate of 20,000 shares of common stock for administrative fees in connection with entering into a purchase agreement with Keystone Capital Partners, LLC (“Keystone”). Pursuant to the terms of the Purchase Agreement, Keystone has agreed to purchase up to $5,000,000 of shares of Common Stock Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended March 31, 2020 2019 Research and development $ 21 $ 15 General and administrative 183 45 Total stock-based compensation expense $ 204 $ 60 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. INCOME TAXES No provision for income taxes was recorded in either of the three months ended March 31, 2020 and 2019. The Company remains in a cumulative loss position with a full valuation allowance recorded against its net deferred income tax assets as of March 31, 2020. The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. As of March 31, 2020 and December 31, 2019, the Company had no unrecognized income tax benefits that would affect the Company’s effective tax rate if recognized. In response to the COVID-19 pandemic, many governments have enacted or are contemplating measures to provide aid and economic stimulus. These measures may include deferring the due dates of tax payments or other changes to their income and non-income-based tax laws. For the three months ended March 31, 2020, there were no material tax impacts to our condensed consolidated financial statements as it relates to COVID-19 measures. We continue to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Note 1 1. The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented as they had an anti-dilutive effect: Three Months Ended March 31, 2020 2019 Options to purchase common stock 601,415 432,051 Contingently issuable common stock upon exchange of Vaccinex Products, LP units 1,173,500 1,202,566 Contingently issuable common stock upon exchange of VX3 units 1,318,797 1,318,797 |
Segment and Geographical Inform
Segment and Geographical Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 12. SEGMENT AND GEOGRAPHIC INFORMATION The Company’s chief operating decision maker, its Chief Executive Officer, reviews its operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity, the discovery and development of targeted biotherapeutics to treat serious diseases and conditions with unmet medical needs, and there are no segment managers who are held accountable for operations or operating results. Accordingly, the Company operates in one reportable segment. As of March 31, 2020 and December 31, 2019, all long-lived assets are located in the United States. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. RELATED PARTY TRANSACTIONS As discussed in Note 7, the Company leases its facility from 1895 Management, Ltd., a New York corporation controlled by an entity affiliated with the Company’s chairman and major stockholder of the Company. Rent expense incurred under this operating lease was $42,000 for each of the three months ended March 31, 2020 and 2019. As discussed in Note 6, in November 2017, the Company entered into a research collaboration and license option agreement with Surface to identify and select antibodies against two target antigens, using the Company’s proprietary technology as described in the agreement. J. Jeffrey Goater, a member of the Company’s board of directors, served as the Chief Business Officer of Surface at that time, and currently serves as the Chief Executive Officer and a director of Surface. The Company received service fee payments of $93,887 for work conducted under the agreement for the three months ended March 31, 2019. This agreement will expire upon the latest of the expiration of both research programs and all evaluation On January 21, 2020, the Company entered into a stock purchase agreement pursuant to which the Company issued and sold to certain investors 1,468,563 shares of its common stock at a purchase price of $5.09 per share for aggregate gross proceeds of $7.5 million (the “January 2020 Private Placement”). FCMI Parent Co., the Company’s majority stockholder, which is controlled by Albert D. Friedberg, the chairman of the Company’s board of directors, Vaccinex (Rochester) L.L.C., which is majority owned and controlled by Dr. Maurice Zauderer, the Company’s President, Chief Executive Officer, and a member of its board of directors, and Jacob Frieberg, a member of the Company’s board of directors, purchased 982,318, 98,231, and 39,292 shares of our common stock for aggregate purchase prices of $4,999,999, $499,996, and $199,996, respectively, in the January 2020 Private Placement. In connection with the January 2020 Private Placement, on January 23, 2020, the Company entered into a registration rights agreement with the investors pursuant to which the Company filed a registration statement on Form S-3 (File No. 333-236417), declared effective on March 11, 2020, to register the resale of the shares acquired by the investors in the January 2020 Private Placement. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. SUBSEQUENT EVENTS Between the end of the period covered by this report and April 30, 2020, the Company received proceeds, net of underwriting discounts and commissions, before expenses of $343,000 under the Open Market Sale Agreement with Jefferies and $500,000 under the Purchase Agreement with Keystone On May 8, 2020, the Company received a loan of $1,133,600 from Five Star Bank under the Paycheck Protection Program (the “PPP Loan”) established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan matures on May 8, 2022, bears interest at an annual rate of 1.0%, and payments commence on November 8, 2020, less the amount of any potential forgiveness. The PPP Loan may be repaid at any time prior to maturity without incurring prepayment penalties. Pursuant to the CARES Act, all or a portion of the PPP Loan may be forgiven if the PPP Loan is used for qualifying expenses as described in the CARES Act, subject to certain conditions. The Company has not made a decision as to whether it will seek forgiveness. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation These condensed consolidated financial statements reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. As of March 31, 2020, and 2019, the Company’s accounts include Vaccinex Products and VX3 (DE) LP, a Delaware limited partnership (VX3). VX3 was established in October 2017 by a group of Canadian investors and was determined to be a variable interest entity (“VIE”) in which the Company is the primary beneficiary. The Company consolidates any VIE of which it is the primary beneficiary. The Company presents its noncontrolling interests as a separate component of stockholders’ equity (deficit). The company presents the net loss of VX3 equal to the percentage ownership interest retained in such entity by the respective noncontrolling party (VX3), and as a separate component within its consolidated statements of operations and comprehensive loss. The financial position of Vaccinex Products was not material as of March 31, 2020 and 2019, and there were no gains or losses for Vaccinex Products for the three months ended March 31, 2020 and 2019. All intercompany transactions and balances have been eliminated. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (the "SEC"), for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Company’s financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2020. The year-end balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted under the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 9, 2020. |
Use of Estimates | Use of Estimates These condensed consolidated financial statements have been prepared in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Such management estimates include those relating to assumptions used in the valuation of stock option awards, and valuation allowances against deferred income tax assets. Actual results could differ from those estimates. |
Concentration of Credit Risk, Other Risks and Uncertainties | Concentration of Credit Risk, Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash equivalents are deposited in interest-bearing money market accounts. Although the Company deposits its cash with multiple financial institutions, cash balances may occasionally be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. The Company depends on third-party manufacturers for the manufacture of drug substance and drug product for clinical trials. The Company also relies on certain third parties for its supply chain. Disputes with these third- party manufacturers or shortages in goods or services from third-party suppliers could delay the manufacturing of the Company’s product candidates and adversely impact its results of operations. |
Deferred Offering Costs | Deferred Offering Costs The Company has incurred certain costs in connection with its ongoing securities offerings. The Company capitalizes such deferred offering costs, which consist of direct, incremental legal, professional, accounting, and other third-party fees. The deferred offering costs will be offset against offering proceeds upon the consummation of an offering. Should the planned offering be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Condensed Consolidated Statement of Operations and Comprehensive Loss. At March 31, 2020, deferred offering costs were $293,000, and were included within Prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) Leases, Targeted Improvements to ASC 842, Leases , Leases The Company is currently evaluating the potential impact ASU 2016-02 may have on its financial position, results of operations, and related footnotes. The Company expects it will elect to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: (i) whether existing or expired arrangements are or contain a lease, (ii) the lease classification of existing or expired leases, and (iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company expects it will make an accounting policy election to keep leases with an initial term of 12 months or less off of its balance sheet. The Company’s assessment will include, but is not limited to, evaluating the impact that this standard has on the lease of its corporate headquarters in Rochester, New York. In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments” to improve reporting requirements specific to loans, receivables, and other financial instruments. The new standard requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the current incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. The new standard also requires enhanced disclosure of credit risk associated with financial assets. The standard is effective for interim and annual periods beginning after December 15, 2022 with early adoption permitted. Based on the composition of the Company’s financial assets, current market conditions and historical credit loss activity, the adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment | Property and equipment consist of the following (in thousands): As of March 31, 2020 As of December 31, 2019 Leasehold improvements $ 3,161 $ 3,161 Research equipment 3,476 3,442 Furniture and fixtures 350 350 Computer equipment 273 214 Property and equipment, gross 7,260 7,167 Less: accumulated depreciation and amortization (6,648 ) (6,573 ) Property and equipment, net $ 612 $ 594 |
Accrued Expenses | Accrued expenses consist of the following (in thousands): As of March 31, 2020 As of December 31, 2019 Accrued clinical trial cost $ 2,909 $ 3,252 Accrued payroll and related benefits 301 262 Accrued consulting and legal 89 79 Accrued other 24 77 Accrued expenses $ 3,323 $ 3,670 |
Fair Value of Financial Measu_2
Fair Value of Financial Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Assets by Level within Fair Value Hierarchy | The following table sets forth the fair value of the Company’s financial assets by level within the fair value hierarchy (in thousands): As of March 31, 2020 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 1,448 $ 1,448 $ - $ - Total Financial Assets $ 1,448 $ 1,448 $ - $ - As of December 31, 2019 Fair Value Level 1 Level 2 Level 3 Financial Assets: Cash equivalents: Money market fund $ 1,464 $ 1,464 $ - $ - Total Financial Assets $ 1,464 $ 1,464 $ - $ - |
Common Stock Reserved For Iss_2
Common Stock Reserved For Issuance (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Common Stock Reserved for Potential Future Issuances | Common stock has been reserved for the following potential future issuances: As of March 31, 2020 As of December 31, 2019 Shares underlying outstanding stock options 626,532 579,731 Shares available for future stock option grants 476,369 230,952 Exchange of Vaccinex Products, LP units 1,173,500 1,173,500 Conversion of VX3 units 1,318,797 1,318,797 Total shares of common stock reserved 3,595,198 3,302,980 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity and Related Information | A summary of the Company’s stock option activity and related information is as follows: Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (000's) Balance as of December 31, 2019 579,731 $ 8.04 7.0 $ 120 Granted 53,736 6.26 Exercised (1,025) 4.43 $ 1 Canceled (5,910) 8.54 Balance as of March 31, 2020 626,532 $ 7.89 6.8 $ 12 Exercisable as of March 31, 2020 412,150 $ 8.82 5.9 $ 3 |
Grant Date Fair Value of Employee Stock Options Estimated Using Black-Scholes Option-Pricing Model with Weighted-Average Assumptions | The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended March 31, 2020 2019 Expected term (in years) 6.0 6.0 Expected volatility 75 % 75 % Risk-free interest rate 1.5 % 2.5 % Expected dividend yield - % - % |
Total Stock-Based Compensation Expense Recognized in Condensed Consolidated Statements of Operations and Comprehensive Loss | Total stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss is as follows (in thousands): Three Months Ended March 31, 2020 2019 Research and development $ 21 $ 15 General and administrative 183 45 Total stock-based compensation expense $ 204 $ 60 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Weighted-Average Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share as They Had Anti-Dilutive Effect | The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented as they had an anti-dilutive effect: Three Months Ended March 31, 2020 2019 Options to purchase common stock 601,415 432,051 Contingently issuable common stock upon exchange of Vaccinex Products, LP units 1,173,500 1,202,566 Contingently issuable common stock upon exchange of VX3 units 1,318,797 1,318,797 |
Company and Nature of Business
Company and Nature of Business - Additional Information (Details) - USD ($) $ in Thousands | Mar. 27, 2020 | Jan. 31, 2020 | Jul. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||
Cash flow from operations | $ (7,510) | $ (8,476) | ||||
Accumulated deficit | 255,779 | $ 248,630 | ||||
Proceeds from capital contribution | $ 11,500 | |||||
Proceeds from private offering of common stock | $ 7,500 | $ 13,800 | 7,475 | |||
Proceeds from issuance of common stock | $ 5,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Prepaid Expenses and Other Assets | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Deferred offering costs | $ 293,000 | |
Vaccinex Products | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Gain or loss from VIE | $ 0 | $ 0 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 7,260 | $ 7,167 |
Less: accumulated depreciation and amortization | (6,648) | (6,573) |
Property and equipment, net | 612 | 594 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,161 | 3,161 |
Research Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,476 | 3,442 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 350 | 350 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 273 | $ 214 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | ||
Depreciation | $ 75,000 | $ 60,000 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued clinical trial cost | $ 2,909 | $ 3,252 |
Accrued payroll and related benefits | 301 | 262 |
Accrued consulting and legal | 89 | 79 |
Accrued other | 24 | 77 |
Accrued expenses | $ 3,323 | $ 3,670 |
Fair Value of Financial Measu_3
Fair Value of Financial Measurements - Summary of Fair Value of Financial Assets by Level within Fair Value Hierarchy (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Financial Assets: | ||
Total Financial Assets | $ 1,448 | $ 1,464 |
Money Market Funds | ||
Financial Assets: | ||
Cash equivalents, Fair value disclosure | 1,448 | 1,464 |
Level 1 | ||
Financial Assets: | ||
Total Financial Assets | 1,448 | 1,464 |
Level 1 | Money Market Funds | ||
Financial Assets: | ||
Cash equivalents, Fair value disclosure | $ 1,448 | $ 1,464 |
Fair Value of Financial Measu_4
Fair Value of Financial Measurements - Additional Information (Details) - Fair Value Measurements Recurring - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, level 1 to level 2 transfers, amount | $ 0 | $ 0 |
Financial assets, level 2 to level 1 transfers, amount | $ 0 | $ 0 |
License and Services Agreement
License and Services Agreement - Additional Information (Details) - USD ($) | Mar. 27, 2020 | Nov. 30, 2017 | Mar. 31, 2020 | Mar. 31, 2019 |
License And Services Agreement [Line Items] | ||||
Proceeds from capital contribution | $ 11,500,000 | |||
VX3 | ||||
License And Services Agreement [Line Items] | ||||
Percentage of voting interest | 90.00% | |||
Proceeds from capital contribution | $ 0 | $ 0 | ||
VX3 License Agreement | ||||
License And Services Agreement [Line Items] | ||||
Research and development, milestone payments to company | $ 32,000,000 | |||
Terms of license agreement upon termination | the Company will issue to VX3 or its designees the number of shares of the Company’s common stock equal to the lesser of (1) the aggregate of all payments made to VX3 by its partners divided by $18.20 and (2) the then fair market value of VX3 divided by the then fair market value of one share of the Company’s common stock. | |||
Base amount to determine issuance of common stock upon termination | $ 18.20 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Details) - Surface Oncology, Inc. | 1 Months Ended | 3 Months Ended |
Nov. 30, 2017TargetAntigen | Mar. 31, 2019USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Number of target antigens against which antibodies are to be identified and selected | TargetAntigen | 2 | |
Upfront payments fee received | $ | $ 93,887 | |
Minimum | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Term of research program | 9 months | |
Maximum | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Term of research program | 12 months |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Commitments And Contingencies [Line Items] | ||
Royalty payments, percent of net sales | 1.00% | |
Monthly rental payments | $ 14,000 | |
Future minimum operating leases payment in 2020 | 98,000 | |
Future minimum operating leases payment in 2021 | 0 | |
Future minimum operating leases payment in 2022 | 0 | |
Future minimum operating leases payment in 2023 | 0 | |
Future minimum operating leases payment in 2024 | 0 | |
Rent expense incurred under operating lease | 42,000 | $ 42,000 |
Contract Termination | ||
Commitments And Contingencies [Line Items] | ||
Termination payment | $ 25,500,000 |
Common Stock Reserved For Iss_3
Common Stock Reserved For Issuance - Common Stock Reserved For Potential Future Issuances (Details) - shares | Mar. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 3,595,198 | 3,302,980 |
Shares Underlying Outstanding Stock Options | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 626,532 | 579,731 |
Shares Available For Future Stock Option Grants | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 476,369 | 230,952 |
Exchange of Vaccinex Products, LP Units | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 1,173,500 | 1,173,500 |
Conversion of VX3 Units | ||
Class Of Stock [Line Items] | ||
Total shares of common stock reserved | 1,318,797 | 1,318,797 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2020 | Jan. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total shares of common stock reserved | 3,595,198 | 3,595,198 | 3,302,980 | ||
Weighted-average grant date fair value of stock options granted to employees and directors | $ 3.52 | $ 2.65 | |||
Options granted | 53,736 | ||||
Aggregate grant date fair value of stock options vested | $ 201,702 | $ 53,716 | |||
Total unrecognized compensation cost related to stock options granted to employees | $ 688,452 | $ 688,452 | 627,129 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Stock based compensation expense | $ 204,000 | 60,000 | |||
General and Administrative Expenses | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock based compensation expense | $ 183,000 | $ 45,000 | |||
Keystone Capital Partners, LLC | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock, par value | $ 4 | $ 4 | |||
Keystone Capital Partners, LLC | General and Administrative Expenses | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock based compensation expense | $ 80,000 | ||||
Common Stock | Keystone Capital Partners, LLC | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares issued for administrative fees | 20,000 | ||||
Maximum | Common Stock | Keystone Capital Partners, LLC | Stock Purchase Agreement | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock issued under purchase agreement | $ 5,000,000 | ||||
2011 Employee Equity Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional shares of common stock | 297,743 | ||||
2018 Omnibus Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total shares of common stock reserved | 425,000 | 425,000 | |||
Percentage of total shares of common stock reserved | 2.00% | ||||
2018 Omnibus Incentive Plan | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of voting power of all classes of stock to be owned by optionee to determine the exercise price | 10.00% | ||||
Exercise price as a percentage of fair value of common stock on grant date if optionee owns stock representing more than 10 percent of voting power of all classes of stock | 110.00% | ||||
Employee Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total unrecognized compensation cost related to stock options granted to employees, weighted-average recognition period | 2 years 8 months 12 days | 2 years 4 months 24 days | |||
Employee Stock Options | 2011 Employee Equity Plan | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted, expiration year | 5 years | ||||
Employee Stock Options | 2011 Employee Equity Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted, expiration year | 10 years | ||||
Employee Stock Options | 2018 Omnibus Incentive Plan | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted, expiration year | 5 years | ||||
Employee Stock Options | 2018 Omnibus Incentive Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted, expiration year | 10 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity and Related Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock Options, Balance | 579,731 | |
Stock Options, Granted | 53,736 | |
Stock Options, Exercised | (1,025) | |
Stock Options, Cancelled | (5,910) | |
Stock Options, Balance | 626,532 | 579,731 |
Stock Options, Exercisable | 412,150 | |
Weighted-Average Exercise Price, Balance | $ 8.04 | |
Weighted-Average Exercise Price, Granted | 6.26 | |
Weighted-Average Exercise Price, Exercised | 4.43 | |
Weighted-Average Exercise Price, Canceled | 8.54 | |
Weighted-Average Exercise Price, Balance | 7.89 | $ 8.04 |
Weighted-Average Exercise Price, Exercisable | $ 8.82 | |
Weighted-Average Remaining Contractual Life (Years), Balance | 7 years | |
Weighted-Average Remaining Contractual Life (Years), Exercisable | 6 years 9 months 18 days | |
Aggregate Intrinsic Value, Balance | $ 120 | |
Aggregate Intrinsic Value, Exercised | 1 | |
Aggregate Intrinsic Value, Balance | 12 | $ 120 |
Aggregate Intrinsic Value, Exercisable | $ 3 |
Stock-Based Compensation - Gran
Stock-Based Compensation - Grant Date Fair Value of Employee Stock Options Estimated Using Black-Scholes Option-Pricing Model with Weighted-Average Assumptions (Details) - Employee Stock Options | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | 6 years |
Expected volatility | 75.00% | 75.00% |
Risk-free interest rate | 1.50% | 2.50% |
Stock-Based Compensation - Tota
Stock-Based Compensation - Total Stock-Based Compensation Expense Recognized in Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 204 | $ 60 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 21 | 15 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 183 | $ 45 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes | $ 0 | $ 0 | |
Unrecognized tax benefits that would impact effective tax rate | $ 0 | $ 0 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Weighted-Average Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share as They Had Anti-Dilutive Effect (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share | 601,415 | 432,051 |
Vaccinex Products, LP Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share | 1,173,500 | 1,202,566 |
VX3 Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Weighted-average common stock equivalents excluded from calculation of diluted net loss per share | 1,318,797 | 1,318,797 |
Segment and Geographic Informat
Segment and Geographic Information - Additional Information (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020BusinessActivitySegmentManagerSegment | Dec. 31, 2019Segment | |
Segment Reporting Information [Line Items] | ||
Number of business activity | BusinessActivity | 1 | |
Number of segment managers held accountable for operations or operating results | SegmentManager | 0 | |
United States | ||
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 1 | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Jan. 21, 2020USD ($)$ / sharesshares | Nov. 30, 2017TargetAntigen | Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($) | Dec. 31, 2019shares |
Related Party Transaction [Line Items] | |||||
Rent expense incurred under operating lease | $ 42,000 | $ 42,000 | |||
Gross proceeds from issuance of common stock | $ 5,000,000 | ||||
Common stock, shares issued | shares | 16,377,587 | 14,887,999 | |||
Dr. Maurice Zauderer | |||||
Related Party Transaction [Line Items] | |||||
Gross proceeds from issuance of common stock | $ 4,999,999 | ||||
Common stock, shares issued | shares | 982,318 | ||||
Chief Executive Officer | |||||
Related Party Transaction [Line Items] | |||||
Gross proceeds from issuance of common stock | $ 499,996 | ||||
Common stock, shares issued | shares | 98,231 | ||||
Jacob Frieberg | |||||
Related Party Transaction [Line Items] | |||||
Gross proceeds from issuance of common stock | $ 199,996 | ||||
Common stock, shares issued | shares | 39,292 | ||||
Stock Purchase Agreement | |||||
Related Party Transaction [Line Items] | |||||
Sale of stock, transaction date | Jan. 21, 2020 | ||||
Stock Purchase Agreement | Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Aggregate number of shares issued | shares | 1,468,563 | ||||
Shares issued, price per share | $ / shares | $ 5.09 | ||||
Gross proceeds from issuance of common stock | $ 7,500,000 | ||||
Surface Oncology, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Number of target antigens against which antibodies are to be identified and selected | TargetAntigen | 2 | ||||
Service fee payment received | $ 93,887 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) | May 08, 2020 | Apr. 30, 2020 |
PPP Loan | Five Star Bank | ||
Subsequent Event [Line Items] | ||
Amount of loan received | $ 1,133,600 | |
Maturity date | May 8, 2022 | |
Annual interest rate | 1.00% | |
Payments commencement date | Nov. 8, 2020 | |
Common Stock | Open Market Sale Agreement | Jefferies | ||
Subsequent Event [Line Items] | ||
Proceeds from the sale of shares | $ 343,000 | |
Common Stock | Stock Purchase Agreement | Keystone Capital Partners, LLC | ||
Subsequent Event [Line Items] | ||
Proceeds from the sale of shares | $ 500,000 |