Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 28, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-36201 | ||
Entity Registrant Name | Immunic, Inc. | ||
Entity Central Index Key | 0001280776 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 56-2358443 | ||
Entity Address, Address Line One | 1200 Avenue of the Americas, | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | New York, | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10036 | ||
City Area Code | 858 | ||
Local Phone Number | 673-6840 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | IMUX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 50.8 | ||
Entity Common Stock, Shares Outstanding | 10,744,806 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 29,369 | $ 13,072 |
Other current assets and prepaid expenses | 2,861 | 259 |
Total current assets | 32,230 | 13,331 |
Property and equipment, net | 80 | 40 |
Goodwill | 32,970 | 0 |
Right of use asset, net | 633 | |
Other long-term assets | 42 | 0 |
Total assets | 65,955 | 13,371 |
Current liabilities: | ||
Accounts payable | 2,423 | 1,400 |
Accrued expenses | 3,298 | 416 |
Other current liabilities | 1,351 | 104 |
Total current liabilities | 7,072 | 1,920 |
Long-term liabilities: | ||
Operating lease liabilities | 520 | |
Total long-term liabilities | 520 | 0 |
Total liabilities | 7,592 | 1,920 |
Commitments and contingencies (note 6) | ||
Stockholders’ equity (deficit): | ||
Preferred stock | 0 | 0 |
Common stock, $0.0001 par value; 130,000,000 and 846,953 shares authorized and 10,744,806 and 846,953 shares issued and outstanding at December 31, 2019 and 2018, respectively | 1 | 0 |
Additional paid-in capital | 119,646 | 56 |
Accumulated other comprehensive loss | (1,373) | (819) |
Accumulated deficit | (59,911) | (24,978) |
Total stockholders’ equity (deficit) | 58,363 | (25,741) |
Total liabilities, preferred stock and stockholders’ equity (deficit) | $ 65,955 | $ 13,371 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018€ / sharesshares | Dec. 31, 2018$ / sharesshares |
Preferred stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Common stock, par value (in USD per share) | (per share) | $ 0.0001 | € 1 | $ 0.0001 |
Common stock, shares authorized (in shares) | 130,000,000 | 846,953 | 846,953 |
Common stock, shares issued (in shares) | 10,744,806 | 846,953 | 846,953 |
Common stock, shares outstanding (in shares) | 10,744,806 | 846,953 | 846,953 |
Series A-2 Convertible Preferred Stock | |||
Preferred stock, par value (in USD per share) | € / shares | € 1 | ||
Preferred stock, shares authorized (in shares) | 299,456 | 299,456 | |
Preferred stock, shares issued (in shares) | 299,456 | 299,456 | |
Preferred stock, shares outstanding (in shares) | 299,456 | 299,456 | |
Series A-1 Convertible Preferred Stock | |||
Preferred stock, par value (in USD per share) | € / shares | € 1 | ||
Preferred stock, shares authorized (in shares) | 13,541 | 13,541 | |
Preferred stock, shares issued (in shares) | 13,541 | 13,541 | |
Preferred stock, shares outstanding (in shares) | 13,541 | 13,541 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||
Research and development | $ 22,512 | $ 9,595 |
General and administrative | 14,520 | 2,402 |
Total operating expenses | 37,032 | 11,997 |
Loss from operations | (37,032) | (11,997) |
Other income (expense): | ||
Interest income (expense) | (1) | |
Interest income (expense) | 107 | |
Other income, net | 1,992 | 456 |
Total other income | 2,099 | 455 |
Net loss | $ (34,933) | $ (11,542) |
Net loss per share, basic and diluted (usd per share) | $ (4.52) | $ (13.63) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 7,722,269 | 846,953 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (34,933) | $ (11,542) |
Other comprehensive income (loss): | ||
Foreign currency translation | (554) | (862) |
Total comprehensive loss | $ (35,487) | $ (12,404) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Series A-2 Convertible Preferred StockPreferred Stock | Series A-1 Convertible Preferred StockPreferred Stock | Common Class B | Common Class BCommon Stock | Common Class BAdditional Paid-In Capital | 4SC Settlement Agreement | 4SC Settlement AgreementCommon Stock | 4SC Settlement AgreementAdditional Paid-In Capital | Public Offering | Public OfferingCommon Stock | Public OfferingAdditional Paid-In Capital | Executive Bonus Agreement | Executive Bonus AgreementCommon Stock | Executive Bonus AgreementAdditional Paid-In Capital |
Beginning balance (in shares) at Dec. 31, 2017 | 846,953 | 299,456 | 13,541 | ||||||||||||||||
Beginning balance at Dec. 31, 2017 | $ (13,337) | $ 0 | $ 56 | $ 43 | $ (13,436) | $ 15,057 | $ 2,879 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net loss | (11,542) | (11,542) | |||||||||||||||||
Foreign exchange translation adjustment | (862) | (862) | |||||||||||||||||
Issuance of stock | 0 | $ 19,256 | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2018 | 846,953 | 299,456 | 13,541 | ||||||||||||||||
Ending balance at Dec. 31, 2018 | (25,741) | $ 0 | 56 | (819) | (24,978) | $ 34,313 | $ 2,879 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Net loss | (34,933) | (34,933) | |||||||||||||||||
Foreign exchange translation adjustment | (554) | (554) | |||||||||||||||||
Stock-based compensation | 529 | 529 | |||||||||||||||||
Conversion of Series A Preferred Stock to common stock | (5,302,029) | (299,456) | (13,541) | ||||||||||||||||
Conversion of Series A Preferred Stock to common stock | 37,193 | $ 1 | 37,192 | $ (34,313) | $ (2,879) | ||||||||||||||
Issuance of stock (in shares) | 127,500 | 2,197,742 | 120,070 | 630,907 | 460,336 | ||||||||||||||
Issuance of stock | 0 | $ 29,935 | $ 29,935 | $ 1,540 | $ 1,540 | $ 4,980 | $ 4,980 | $ 6,014 | $ 6,014 | ||||||||||
Exchange of common stock in connection with Transaction (in shares) | 1,059,269 | ||||||||||||||||||
Exchange of common stock in connection with Transaction | 39,400 | 39,400 | |||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 10,744,806 | 0 | 0 | ||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 58,363 | $ 1 | $ 119,646 | $ (1,373) | $ (59,911) | $ 0 | $ 0 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Common Class B | |
Issuance costs | $ 61 |
Public Offering | |
Issuance costs | $ 377 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (34,933) | $ (11,542) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 50 | 15 |
Gain on sale of ELAD Assets | (329) | 0 |
(Gain) loss on disposal of equipment | (26) | 1 |
Stock-based compensation | 6,512 | 0 |
Contingent payment settled in common stock | 1,540 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (2,224) | 218 |
Accounts payable | (462) | 1,200 |
Other current liabilities | 1,102 | 1 |
Accrued expenses and other liabilities | 225 | 369 |
Net cash used in operating activities | (28,545) | (9,738) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (55) | (32) |
Cash distribution in connection with ELAD Assets sale | (75) | 0 |
Proceeds from sale of ELAD assets | 2,475 | 0 |
Cash acquired in connection with the Transaction | 8,151 | 0 |
Proceeds from sale of equipment | 40 | 0 |
Net cash provided by (used in) investing activities | 10,536 | (32) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock | 0 | 19,256 |
Proceeds from issuance of common stock in pre-closing financing, net of issuance costs of $61 | 29,965 | 0 |
Proceeds from public offering of common stock, net of commission costs of $161 | 5,200 | 0 |
Deferred financing costs | (270) | 0 |
Net cash provided by financing activities | 34,895 | 19,256 |
Effect of exchange rate changes on cash and cash equivalents | (589) | (918) |
Net change in cash and cash equivalents | 16,297 | 8,568 |
Cash and cash equivalents, beginning of period | 13,072 | 4,504 |
Cash and cash equivalents, end of period | 29,369 | 13,072 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Cash paid for interest | 0 | 1 |
Supplemental disclosure of noncash investing and financing activities: | ||
Stock issuance and deferred financing costs included in accounts payable and accrued expenses | 20 | 0 |
Conversion of convertible preferred stock to common stock | 37,193 | 0 |
Conversion of convertible preferred stock to common stock | 39,400 | 0 |
Purchases of property and equipment included in accounts payable | $ 19 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Issuance costs | $ 270 |
Common Class B | |
Issuance costs | 61 |
Public Offering | |
Issuance costs | $ 161 |
Description of Business and Bas
Description of Business and Basis of Financial Statements | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Financial Statements | Description of Business and Basis of Financial Statements Description of Business Immunic, Inc. (“Immunic” or the “Company”) is a clinical-stage biopharmaceutical company developing a pipeline of selective oral immunology therapies aimed at treating chronic inflammatory and autoimmune diseases, including relapsing-remitting multiple sclerosis, ulcerative colitis, Crohn’s disease and psoriasis. The Company is developing three small molecule products: IMU-838 is a selective immune modulator that inhibits the intracellular metabolism of activated immune cells by blocking the enzyme DHODH; IMU-935 is an inverse agonist of RORgt; and IMU-856 targets the restoration of the intestinal barrier function. Immunic’s lead development program, IMU-838, is in Phase 2 clinical development for relapsing-remitting multiple sclerosis and ulcerative colitis, with an additional Phase 2 trial considered in Crohn’s disease. An investigator-sponsored proof-of-concept clinical trial for IMU-838 in primary sclerosing cholangitis is ongoing at the Mayo Clinic. IMU-935 is currently being tested in a Phase 1 clinical trial in healthy volunteers, which was initiated in September 2019. The Company’s business, operating results, financial condition and growth prospects are subject to significant risks and uncertainties, including the failure of its clinical trials to meet their endpoints, failure to obtain regulatory approval and needing additional funding to complete the development and commercialization of the Company's three development programs. Going Concern and Financial Condition Immunic has no products approved for commercial sale and has not generated any revenue from product sales. Immunic has never been profitable and has incurred operating losses in each year since inception (2016). Immunic has an accumulated deficit of approximately $59.9 million as of December 31, 2019 and approximately $25.0 million as of December 31, 2018. Substantially all of Immunic’s operating losses resulted from expenses incurred in connection with its research and development programs and from general and administrative costs associated with its operations. Immunic expects to incur significant expenses and increasing operating losses for the foreseeable future as it initiates and continues the preclinical and clinical development of its product candidates and adds personnel necessary to advance its clinical pipeline of product candidates. In addition, as a result of the reverse acquisition, as explained below, operating as a public company will require hiring additional financial and other personnel, upgrading financial information systems, and incurring other costs associated with operating as a public company. Immunic expects that its operating losses will fluctuate significantly from quarter-to-quarter and year-to-year due to timing of clinical development programs. From inception through December 31, 2019, Immunic has raised net cash of approximately $72.3 million from private and public offerings of preferred and common stock. As of December 31, 2019, Immunic had cash and cash equivalents of approximately $29.4 million. With these funds, Immunic expects to be able to fund its operations into but not beyond the first quarter of 2021 based on its available working capital as of the date of this evaluation. The ability of the Company to continue its operations through the first quarter of 2021 and beyond is dependent on management’s ability to raise capital, which likely includes an equity-based financing. However, there is no assurance that the Company will be successful in raising sufficient capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Reverse Acquisition On April 12, 2019, pursuant to the terms of the Agreement, dated as of January 6, 2019, between Vital Therapies, Inc., a Delaware corporation (“Vital”), Immunic AG, and the shareholders of Immunic AG party thereto (the “Agreement”), the holders of Immunic AG ordinary shares exchanged all of their outstanding shares for shares of Vital common stock, resulting in Immunic AG becoming a wholly-owned subsidiary of Vital (the “Transaction”). Immediately following the Transaction, Vital Therapies, Inc. changed its name to “Immunic, Inc.” and its ticker symbol to “IMUX”. Immediately prior to the closing of the Transaction, (i) each Immunic AG preferred share was converted into one Immunic AG ordinary share, and (ii) each Immunic AG ordinary share was converted into the right to receive 17.17 shares of Vital’s common stock, after giving effect to the Reverse Stock Split (as defined below). The exchange ratio was determined through arm’s-length negotiations between Vital and Immunic AG. The aggregate consideration issuable in the Transaction, after giving effect to the Reverse Stock Split, was 8,927,130 shares of Vital’s common stock. Following the Transaction and after giving effect to the Reverse Stock Split, the former shareholders of Immunic AG owned approximately 88.25% of the fully diluted common stock of the Company, and the shareholders of Vital immediately prior to the Transaction owned 1,059,269 shares (plus 127,500 restricted stock units (“RSUs”) all of which have been issued to date to former Vital officers) of the common stock of the Company or approximately 11.75%. The issuance of shares of Vital’s common stock in the Transaction was registered with the Securities and Exchange Commission (“SEC”) on a Registration Statement on Form S-4 (Registration No. 333-229510). Immediately prior to the closing of the Transaction, Immunic AG issued, in a private placement transaction (the “Financing”), an aggregate of 2,197,742 ordinary shares to certain of its shareholders for aggregate consideration of €26.7 million (approximately $29.9 million), pursuant to the terms of the Investment and Subscription Agreement, dated as of January 6, 2019, between Immunic and the shareholders and investors party thereto (the “Subscription Agreement”). The Transaction has been accounted for as a reverse acquisition under the acquisition method of accounting. Because Immunic AG’s pre-Transaction owners held an 88.25% economic and voting interest in the combined company immediately following the closing of the Transaction, Immunic AG is considered to be the acquirer of Vital for accounting purposes. Additionally, Immunic AG is considered to be the predecessor for reporting purposes and the financial results of Immunic AG are reported in the historical comparable periods. Reverse Stock Split On April 12, 2019, immediately following the closing of the Transaction, the Company effected a 40-for-1 reverse stock split of its common stock (the “Reverse Stock Split”). Accordingly, all references to share and per share amounts in the accompanying audited consolidated financial statements and notes have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. No fractional shares were issued in connection with the Reverse Stock Split. Unless otherwise noted, all references to common stock share and per share amounts have also been adjusted to reflect the exchange ratio of 17.17. Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles, ("U.S. GAAP") and include the accounts of Immunic and its wholly-owned subsidiaries, Immunic AG and Immunic Research GmbH (which both began operations in 2016), Immunic Australia Pty Ltd. (which began operations in 2018) and Vital Therapies (Beijing) Company Limited (“VTL China”), acquired through the Transaction (which began operations in 2005). VTL China was sold in September 2019 in connection with the sale of ELAD Assets, as described further in Note 4. All intercompany accounts and transactions have been eliminated in consolidation. Immunic manages its operations as a single reportable segment for the purposes of assessing performance and making operating decisions. Certain prior period amounts have been reclassified to conform to the current basis of presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements. The most significant estimates in the Company’s financial statements and accompanying notes relate to the application of the acquisition method of accounting related to the Transaction, clinical trial expenses, share-based compensation and notes related to contractual obligations. Management believes its estimates to be reasonable under the circumstances. Actual results could differ materially from those estimates and assumptions. Foreign Currency Translation and Presentation The Company’s reporting currency is United States (“U.S.”) dollars. During the twelve months ended December 31, 2019 and 2018, Immunic AG and Immunic Research GmbH’s operations were located in Germany with the euro being its functional currency. Immunic Australia Pty Ltd.’s functional currency is the Australian dollar and VTL China’s functional currency is the yuan. All amounts in the financial statements where the functional currency is not the U.S. dollar are translated into U.S. dollar equivalents at exchange rates as follows: • assets and liabilities at reporting period-end rates; • income statement accounts at average exchange rates for the reporting period; and • components of equity at historical rates. Gains and losses from translation of the financial statements into U.S. dollars are recorded in stockholders’ equity (deficit) as a component of accumulated other comprehensive income (loss). Realized and unrealized gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are reflected as general and administrative expenses in the Consolidated Statements of Operations. The Consolidated Statements of Cash Flows were prepared by using the average exchange rate in effect during the reporting period which reasonably approximates the timing of the cash flows. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on hand and deposits in banks located in the U.S., Germany and Australia. The Company maintains cash and cash equivalent balances denominated in Euro and U.S. dollars with major financial institutions in the U.S. and Germany in excess of the deposit limits insured by the government. Management periodically reviews the credit standing of these financial institutions and believes that the Company is not exposed to any significant credit risk. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 1 assets consisted of money market funds for the periods presented. The Company had no Level 1 liabilities for the periods presented. Level 2— Inputs other than observable quoted prices for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. The Company had no Level 2 assets or liabilities for the periods presented. Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. The Company had no Level 3 assets or liabilities for the periods presented. The carrying value of cash and cash equivalents, other current assets and prepaid expenses, accounts payable, accrued expenses, and other current liabilities approximates fair value due to the short period of time to maturity. Property and Equipment Property and equipment is stated at cost. Depreciation is computed using the straight-line method based on the estimated service lives of the assets which range from three years to thirteen years. Depreciation and amortization expense was $50,000 and $15,000 for the years ended December 31, 2019 and 2018, respectively. Impairment of Long-Lived Assets The Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Impaired assets are then recorded at their estimated fair value. There were no impairment losses during the years ended December 31, 2019 and 2018. Goodwill Business combinations are accounted for under the acquisition method. The total purchase price of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, probabilities of success, discount rates, and asset lives, among other items. Assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company would perform step 1 of the two-step goodwill impairment test. If the Company performs step 1 and the carrying amount of the reporting unit exceeds its fair value, it would perform step 2 to measure such impairment. Impairment testing for goodwill is done at the reporting unit level. The Company has determined that it operates in a single operating segment and has a single reporting unit. The Company has determined there was no goodwill impairment as of December 31, 2019. Research and Development Expenses Research and development expenses have principally been related to the two development programs, IMU-838 and IMU-935. These two programs include an orally available, small molecule inhibitor of DHODH (IMU-838 program) and an inverse agonist of RORgt (IMU-935 program) aimed at treating multiple sclerosis, ulcerative colitis, Crohn’s disease, and psoriasis. IMU-838 is currently being tested in two Phase 2 clinical trials in patients with relapsing-remitting multiple sclerosis and ulcerative colitis. The Company is also considering conducting a Phase 2 clinical trial in Crohn’s disease. An investigator-sponsored proof-of-concept clinical trial for IMU-838 in primary sclerosing cholangitis is ongoing at the Mayo Clinic. IMU-935 is currently being tested in a Phase 1 clinical trial in healthy volunteers, which was initiated in September 2019. Research and development expenses consist of expenses incurred in research and development activities including clinical trials, contract research services, salaries and related employee benefits, allocated facility costs and other outsourced services. Research and development expenses are charged to operations as incurred. Collaboration Arrangements The Company enters into agreements with contract research organizations (“CROs”) to provide clinical trial services for individual studies and projects by executing individual work orders governed by Master Service Arrangement (“MSAs”). The MSAs and associated work orders are designed such that certain payments are to be made upon completion of certain milestones. The Company regularly assesses the timing of payments against actual costs incurred and ensures a proper accrual of related expenses in the appropriate accounting period. Certain collaboration and license agreements might include payments to or from the Company of one or more of the following: non-refundable or partially refundable upfront or license fees; development, regulatory and commercial milestone payments; manufacturing supply services; partial or complete reimbursement of research and development costs; and royalties on net sales of licensed products. The Company assesses whether such contracts are within the scope of Financial Accounting Standards Board (FASB) Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (“Topic 606”) and ensures proper accounting treatment. Currently, the Company has entered into an option agreement (the "Daiichi Sankyo Agreement") with Daiichi Sankyo Co., Ltd. ("Daiichi Sankyo") which grants the Company the right to license a group of compounds, designated by the Company as IMU-856, a potential new oral treatment option for diseases such as inflammatory bowel disease, irritable bowel syndrome with diarrhea, immune checkpoint inhibitor induced colitis and other barrier function associated diseases. During the option period, the Company performed the agreed upon research and development activities. The related research and development expenses were reimbursed by Daiichi Sankyo up to a maximum agreed-upon limit. Such reimbursement is recorded as other income. The Company exercised its option right on January 5, 2020 and made a one-time option execution payment. Under the Daiichi Sankyo Agreement, Daiichi Sankyo is also eligible to receive future development, regulatory and sales milestone payments, as well as royalties related to IMU-856. See Note 12 - Subsequent Events. General and Administrative Expenses General and administrative expenses consist primarily of salaries and related costs for personnel in executive, finance, business development and other support functions. Other general and administrative expenses include, but are not limited to, insurance costs, stock-based compensation, professional fees for legal, accounting and tax services, consulting, related facility costs and travel. Stock-Based Compensation The Company measures the cost of employee and non-employee services received in exchange for equity awards based on the grant-date fair value of the award recognized generally as an expense (i) on a straight-line basis over the requisite service period for those awards whose vesting is based upon a service condition, and (ii) on an accelerated method for awards whose vesting is based upon a performance condition, but only to the extent it is probable that the performance condition will be met. Stock-based compensation is estimated at the date of grant based on the award’s fair value for equity classified awards and upon final measurement date for liability classified awards and forfeitures are recorded in the period in which they occur. The Company estimates the fair value of stock options using the Black-Scholes-Merton, ("BSM"), option-pricing model, which requires the use of estimates. The BSM option-pricing model requires the input of subjective assumptions, including the risk-free interest rate, the fair value of the underlying common stock, the expected dividend yield of the Company’s common stock, the expected volatility of the price of the Company’s common stock, and the expected term of the option. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. Leases The Company leases office space and office equipment. The underlying lease agreements have lease terms of less than twelve months and up to 42 months. The short-term leases are deemed immaterial and have not been included in the operating lease right of use asset and operating lease liability. The Company has four existing leases for office space. At inception of a lease agreement, it is determined whether an agreement represents a lease and at commencement each lease agreement is assessed as to classification as an operating or financing lease. As described below under “Recently Issued and/or Adopted Accounting Standards - Change in Accounting Principle,” the Company adopted the Financial Accounting Standards Board Accounting Standards Update, ("ASU"), “Leases,” or ASU 2016-02, as of January 1, 2019. Pursuant to ASU 2016-02, one office lease outstanding on January 1, 2019 continued to be classified as an operating lease. With the adoption of ASU 2016-02, an operating lease right-of-use asset and an operating lease liability have been recorded on the Company’s balance sheet. Right-of-use lease assets represent the Company’s right to use the underlying asset for the lease term and the lease obligation represents its commitment to make the lease payments arising from the lease. Right-of-use lease assets and obligations are recognized at the commencement date based on the present value of remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, an estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments has been used. The right-of-use lease asset includes any lease payments made prior to commencement and excludes any lease incentives. The lease term used in estimating future lease payments may include options to extend when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the term. Variable lease costs such as common area costs and property taxes are expensed as incurred. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Accumulated other comprehensive income (loss) has been reflected as a separate component of stockholders’ equity (deficit) in the accompanying Consolidated Balance Sheets. Income Taxes The Company is subject to corporate income tax laws and regulations in the U.S., Germany and Australia. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment in their application. The Company utilizes the asset and liability method of accounting for income taxes which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the audited consolidated financial statements. Deferred income tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or the entire deferred tax asset will not be realized. As of December 31, 2019, and December 31, 2018, the Company maintained a full valuation allowance against the balance of deferred tax assets. It is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of common shares and, if dilutive, common stock equivalents outstanding for the period determined using the treasury-stock method. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. Potentially dilutive securities, not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive, are as follows: As of December 31, 2019 2018 Options to purchase common stock 471,048 — Recently Issued and/or Adopted Accounting Standards Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board, or ("FASB"), issued Accounting Standards Update No. 2016-02, “Leases. ” ASU 2016-02 is intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases on the balance sheet. The Company has elected to adopt ASU 2016-02 retrospectively at January 1, 2019 using a simplified transition option that allows companies to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company also elected to adopt the package of practical expedients permitted in Accounting Standards Codification Topic 842, ("ASC 842"). Accordingly, the leases outstanding at January 1, 2019 continue to be classified as operating leases under the new guidance, without reassessing whether the contracts contain a lease under ASC 842 or whether classification of the operating leases would be different under ASC Topic 842. All of the Company’s leases at the adoption date were operating leases for facilities and included both lease and non-lease components. As a result of the adoption of ASU 2016-02, on January 1, 2019, the Company recognized (a) a lease liability of approximately $80,000, which represents the present value of the remaining lease payments using an estimated incremental borrowing rate of 6% and (b) a right-of-use asset of approximately $80,000. (The cumulative-effect adjustment was immaterial) Due to the adoption of the standard using the retrospective cumulative-effect adjustment method, there are no changes to the Company’s previously reported results prior to January 1, 2019. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Lease expense has not changed materially as a result of the adoption of ASU 2016-02. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230), Restricted Cash” which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for the Company for fiscal years beginning after December 15, 2018. The adoption of this ASU did not have a significant impact on the Company’s audited consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Improvements to Non-Employee Share-Based Payment Accounting,” or ASU 2018-07. ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions, specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-07 in the first quarter of 2019. The adoption of this standard did not have a significant impact on the Company’s audited consolidated financial statements. Recently Issued Accounting Standards In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance eliminates Step 2 from the goodwill impairment test, instead requiring an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019, and early adoption is permitted. This guidance must be applied on a prospective basis. The Company does not believe the adoption of ASU 2017-04 will have a significant impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “ Fair Value Measurement - Disclosure Framework,” or ASU 2018-13. ASU 2018-13, modifies the disclosure requirements for fair value measurements. The amendments relate to disclosures regarding unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty, and are to be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. The Company does not believe the adoption of ASU 2018-18 will have a significant impact on its consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-18, “ Collaborative Arrangements”, ("ASU 2018-18"). ASU 2018-18, clarifies that elements of collaborative arrangements could qualify as transactions with customers in the scope of ASC 606. The new guidance is effective for public business entities for fiscal years beginning after December 15, 2019. The Company does not believe the adoption of ASU 2018-18 will have a significant impact on its consolidated financial statements. |
Accounting for the Transaction
Accounting for the Transaction | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Accounting for the Transaction | Accounting for the Transaction Based on the exchange ratio of 17.17 shares of Vital common stock for each share of Immunic AG, immediately following the Transaction, former Vital stockholders owned approximately 11.75% of the capital stock of the combined organization on a fully diluted basis, and former Immunic AG stockholders owned approximately 88.25% of the capital stock of the combined organization on a fully diluted basis. At the closing of the Transaction, all shares of Immunic AG common stock then outstanding were exchanged for Vital common stock. In addition, pursuant to the terms of the Agreement, the Company, for accounting purposes, assumed all outstanding stock options to purchase 16,987 shares of Vital common stock and 127,500 RSUs at the closing of the Transaction, after giving effect to the Reverse Stock Split. Since the exercise prices of the outstanding options to purchase common stock were less than the trading price on the day of the consummation of the Transaction, they were not included in the formula below in calculating the purchase price. The tangible and intangible assets and liabilities of Vital acquired in the Transaction are recorded based on their fair values as of the completion of the Transaction, with the excess of the purchase consideration over the fair value of net assets assigned to and recorded as goodwill. The following summarizes the purchase price paid in the Transaction (amounts in thousands except share and per share amounts): Number of shares owned by Vital stockholders (1) 1,059,269 RSUs (2) 127,500 Total fully-diluted shares 1,186,769 Multiplied by the fair value per share of Vital common stock (3) $ 33.20 Estimated purchase price $ 39,400 (1) The number of shares of 1,059,269 represents the historical 42,369,694 shares of Vital common stock outstanding immediately prior to the closing of the Transaction, adjusted for the Reverse Stock Split. (2) The number of RSUs of 127,500 represents the historical 5,100,000 Vital RSUs of which all have been issued to date to Vital former officers in 2019. (3) Based on the last reported sale price of Vital common stock on the Nasdaq Global Market on April 12, 2019, the closing of the Transaction, adjusted for the Reverse Stock Split. The following summarizes the allocation of the purchase price to the net tangible and intangible assets acquired: (in thousands) Cash and cash equivalents $ 8,151 Prepaid expenses and other assets 307 Supplies and working cell banks 1,000 Clinical development equipment 306 Other property and equipment 30 In-process research and development (“IPR&D ” ) 764 Accounts payable, accrued expenses and other liabilities (4,128) Goodwill 32,970 Purchase price $ 39,400 The fair value of IPR&D was estimated based on the sales price of the ELAD Assets (including the present value of the promissory note issued by the ELAD buyer) less the fair value of the ELAD Assets. See Note 4 below. The goodwill of $32.97 million is not tax deductible. Goodwill is mainly attributable to the enhanced value of the combined company, as reflected in the increase in market value of the Vital common shares following the announcement of the Transaction with Immunic AG. The Company incurred costs directly related to the Transaction of approximately $10.0 million for the year ended December 31, 2019, which were expensed as incurred ($7.5M of such costs were non-cash charges related to the Immunic exit bonus shares and 4SC settlement share issuances as described below in Note 6 and Note 9, respectively). The Company does not expect that the purchase price will differ materially from the amounts shown in these financial statements. The following supplemental unaudited pro forma information presents the Company’s financial results as if the Transaction had occurred on January 1, 2018: Year Ended December 31, 2019 2018 (unaudited) Revenue $ — $ — Net loss (19,295) (53,017) The above unaudited pro forma information was determined based on the historical U.S. GAAP results of the Company and Vital. The unaudited pro forma consolidated results are not necessarily indicative of what the Company’s consolidated results of operations would have been if the Transaction was completed on January 1, 2018. The unaudited pro forma consolidated net loss includes pro forma adjustments primarily relating to transaction costs directly related to the closing of the Transaction of $16.0 million for the year ended December 31, 2019, as these amounts are not expected to have a continuing effect on the operating results of the combined company. |
ELAD Sales Agreement
ELAD Sales Agreement | 1 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ELAD Sales Agreement | ELAD Sales Agreement In March 2019, Vital entered into an asset purchase agreement (the “Vital APA ” ) to sell certain of Vital’s clinical development-related assets and related intellectual property rights to RH Cell Therapeutics (the “Purchaser”) for approximately $2.5 million. The assets sold were clinical development equipment, supplies, intellectual property and working cell banks in addition to the equity interest in VTL China (collectively the “ELAD Assets ” ). The Purchaser deposited $1.1 million into escrow and paid the Company $50,000 prior to the Transaction. The Vital APA was amended and restated on May 28, 2019, to allow for two closings. In the first closing which occurred on May 28, 2019, the $1.1 million was released from escrow to the Company. In addition, the Purchaser executed a promissory note with a face amount of $1.325 million, which accrues simple interest of 10% per annum. The fair value of the promissory note was estimated to be $920,000. Therefore, the fair value of the ELAD Assets was based on the cash in escrow, the $50,000 deposit and the fair value of the promissory note. The estimated fair value of the ELAD Assets was included in the purchase accounting allocation as follows (in thousands): Clinical development equipment 306 Supplies and working cell banks 1,000 In process research & development (“IPR&D”) 764 Total $ 2,070 In the first closing, the Company transferred title of the clinical development equipment and supplies to the Purchaser. Also, the fair value of the promissory note was recorded as a note receivable and the fair value of the IPR&D and working cell banks assets were removed from the Company’s audited consolidated balance sheet. The promissory note was paid in full upon the second closing on September 4, 2019, at which time the Company transferred title to the intellectual property and working cell banks as well as its equity interest in VTL China. The difference of $405,000 between the face value of the promissory note collected, $1.325 million, and the fair value of $920,000 has been recorded as other income in the accompanying consolidated statements of operations for the year ended December 31, 2019. The Purchaser is not a related party. |
Other Financial Information
Other Financial Information | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Financial Information | Other Financial Information Prepaid Expenses and Other Current Assets Prepaid Expense and Other Current Assets consist of (in thousands): December 31, 2019 2018 Prepaid clinical and related costs $ 1,307 $ — VAT receivable 408 191 Australian research and development tax incentive 350 — Other 796 68 Total $ 2,861 $ 259 Accounts Payable Accounts Payable consist of (in thousands): December 31, 2019 2018 Clinical costs $ 1,981 $ 1,065 Legal and audit costs 226 291 Other 216 44 Total $ 2,423 $ 1,400 Accrued Expenses Accrued expenses consist of (in thousands): December 31, 2019 2018 Accrued clinical and related costs $ 2,863 $ 197 Accrued legal and audit costs 211 102 Accrued other 224 117 Total $ 3,298 $ 416 Other Current Liabilities Other Current Liabilities consist of (in thousands): December 31, 2019 2018 Deferred income $ 1,008 $ — Other 343 104 Total $ 1,351 $ 104 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Lease The Company leases certain office space under non-cancelable operating leases. The leases terminate on June 30, 2020 for the San Diego office, April 30, 2023 for the New York City office, and December 31, 2021 for the Martinsried, Germany lease. These leases include both lease (e.g., fixed rent) and non-lease components (e.g., common-area and other maintenance costs). The non-lease components are deemed to be executory costs and are therefore excluded from the minimum lease payments used to determine the present value of the operating lease obligation and related right-of-use asset. The New York City lease has renewal options but they were not included in calculating the right of use asset and liabilities. The Martinsried, Germany lease's renewal options until December 31, 2021 were included in calculating the right of use asset and liabilities. The leases do not have concessions, leasehold improvement incentives or other build-out clauses. Further, the leases do not contain contingent rent provisions. The New York City lease has a six month rent holiday at the beginning of the lease. There were additions to right of use assets obtained from new operating leases of $0.6 million for the year-ended December 31, 2019. The leases do not provide an implicit rate and, due to the lack of a commercially salable product, the Company is generally considered unable to obtain commercial credit. Therefore, the Company estimated its incremental interest rate to be 6%, considering the quoted rates for the lowest investment-grade debt and the interest rates implicit in recent financing leases. Immunic used its estimated incremental borrowing rate and other information available at the lease commencement date in determining the present value of the lease payments. Immunic’s operating lease costs and variable lease costs were $135,000 and $45,000 for the years ended December 31, 2019 and 2018, respectively. Variable lease costs consist primarily of common area maintenance costs, insurance and taxes which are paid based upon actual costs incurred by the lessor. Maturities of the operating lease obligation are as follows as of December 31, 2019 (in thousands): 2020 $ 193 2021 270 2022 224 2023 75 2024 — Thereafter — Total lease payments 762 Less: interest portion 76 Present value of lease obligation $ 686 Contractual Obligations As of December 31, 2019, the Company has non-cancelable contractual obligations under certain agreements related to its development programs IMU-838, IMU-935 and IMU-856 totaling approximately $2.8 million, all of which is expected to be paid in 2020. Other Commitments and Obligations In May 2016 the Company entered into a purchase agreement (the “Agreement”) with 4SC AG whereby the Company acquired certain assets, including the rights to patents and patent applications, trademarks and know-how. This transaction has been accounted for as an asset acquisition under Accounting Standards Update 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business. The Agreement included payments (Tranches III and IV) that were contingent upon the occurrence of certain events and required the Company to pay royalties equal to 4.4% of the aggregated net sales for a certain period as defined in the Agreement (Tranche III) upon commercialization of the acquired assets. Effective April 12, 2019, the parties agreed to settle Tranche IV by issuing 120,070 shares of the Company’s common stock, immediately following the Transaction, to 4SC AG while keeping Tranche III in effect. Approximately $1.5 million of expense was recorded as a result of the issuance of these shares on April 12, 2019. No royalties are payable as of December 31, 2019 or 2018 as sales have not commenced. Legal Proceedings The Company is not currently a party to any litigation, nor is it aware of any pending or threatened litigation, that it believes would materially affect its business, operating results, financial condition or cash flows. However, its industry is characterized by frequent claims and litigation including securities litigation, claims regarding patent and other intellectual property rights and claims for product liability. As a result, in the future, the Company may be involved in various legal proceedings from time to time. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The following fair value hierarchy table present information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): Fair Value Measurement at December 31, 2019 Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 4,491 $ 4,491 $ — $ — There were no transfers between Level 1, Level 2 or Level 3 assets during the periods presented. Additionally, there were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2018. For the Company’s money market funds, which are included as a component of cash and cash equivalents on the condensed consolidated balance sheet, unrealized gains and losses are reported as accumulated other comprehensive income (loss), and realized gains and losses are included in interest income (expense) on the condensed consolidated statements of operations. The carrying amounts of other current assets and prepaid expenses, accounts payable, accrued expenses, and other current liabilities approximate their fair values due to their short-term nature. The fair value and book value of the money market funds presented in the table above are the same. |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock (Converted into Common Stock) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock and Preferred Stock (Converted into Common Stock) | Common Stock and Preferred Stock (Converted into Common Stock) Shelf Registration Statement In May 2018, Vital filed a shelf registration statement on Form S-3, (the “2018 Shelf Registration Statement”), which became effective in June 2018. The 2018 Shelf Registration Statement permits: (i) the offering, issuance and sale of up to $200.0 million of common stock, preferred stock, warrants, debt securities, and/or units in one or more offerings and in any combination; (ii) sales of up to 2.5 million shares of common stock by certain selling stockholders; and (iii) the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $60.0 million of common stock that may be issued and sold under an “at-the-market” sales agreement (an “ATM”), with Cantor Fitzgerald & Co (“Cantor”). In July 2019, the Company terminated the ATM with Cantor and filed a Prospectus Supplement for the offering, issuance and sale of up to a maximum aggregate offering price of $40.0 million of common stock that may be issued and sold under an ATM with SVB Leerink LLC (“SVB Leerink”) as agent. The Company intends to use the net proceeds from the offering to continue to fund the ongoing clinical development of its product candidates and for other general corporate purposes, including funding existing and potential new clinical programs and product candidates. The ATM will terminate upon the earlier of (i) the issuance and sale of all of the shares through SVB Leerink on the terms and subject to the conditions set forth in the ATM or (ii) termination of the ATM as otherwise permitted thereby. The ATM may be terminated at any time by either party upon ten days’ prior notice, or by SVB Leerink at any time in certain circumstances, including the occurrence of a material adverse effect on the Company. The Company has agreed to pay SVB Leerink a commission equal to 3.0% of the gross proceeds from the sales of common shares pursuant to the ATM and has agreed to provide SVB Leerink with customary indemnification and contribution rights. For the year ended December 31, 2019, the Company raised gross proceeds of $5.4 million pursuant to the ATM through the sale of 630,907 shares of common stock at a weighted average price of $8.49 per share. The net proceeds from the ATM were $4.9 million after deducting underwriter commissions of $161,000 and estimated offering expenses of $305,000. At December 31, 2019, there was $34.6 million available under the ATM. Common Stock Immunic AG, a non-public company as of December 31, 2018, had authorized 846,953 shares of common stock, par value €1.00 per share, which were issued in March 2016 for approximately $56,000. As of December 31, 2019, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 130,000,000 shares of common stock, par value of $0.0001. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any. Through December 31, 2019 and 2018, no cash dividends had been declared or paid. Preferred Stock Immunic AG issued 13,541 Series A-1 Convertible and 299,456 Series A-2 Convertible preferred shares, par value €1.00 per share, to investors as part of its growth financing plan in the total amount of €31.7 million (approximately $37.2 million) from inception (2016) through 2018. Series A-1 Convertible and Series A-2 Convertible preferred shares were converted into Immunic AG’s ordinary shares immediately prior to the Transaction and were then exchanged for Immunic (former Vital) common shares at the consummation of the Transaction. The Company’s certificate of incorporation, as amended and restated, authorizes the Company to issue 20,000,000 shares of $0.0001 par value preferred stock, rights and preferences to be set by the board of directors. No preferred shares were outstanding as of December 31, 2019. Stock Warrants The Company issued warrants to purchase common stock in connection with financing activities and for consulting services in 2011. Warrants for 6,015 shares of common stock at an exercise price of $3,719.60 expired on September 25, 2019. Stock Reserved for Future Issuance Shares reserved for future issuance at December 31, 2019 are as follows: Number of Common stock reserved for issuance for: Outstanding stock options 471,048 Common stock options available for future grant: 2014 Equity Incentive Plan 43,311 2017 Inducement Equity Incentive Plan 46,250 2019 Omnibus Equity Incentive Plan 1,043,355 Total common shares reserved for future issuance 1,603,964 |
Stock Compensation Plans
Stock Compensation Plans | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation Plans | Stock Compensation Plans Stock Option Programs Under German law, (i) a company’s management board consists of employee members and is responsible for overseeing its daily business, and (ii) a company’s supervisory board supervises the management board and serves a role equivalent to the board of directors of an American corporation. Under two stock option programs, the Company granted stock options to the members of the Immunic AG supervisory board (the “Supervisory Board”) and to key employees in 2018 and in 2019 prior to the Transaction. The programs were intended to incentivize the beneficiaries to dedicate their working capabilities in the best manner possible to the benefit of the Company. The stock options vest if and when an exit event occurs. An exit event is defined as a direct initial public offering has taken place, or an indirect initial public offering has taken place, or a trade sale has been consummated, or a disposal of the Company’s assets has been consummated, or another financially equivalent realization event has occurred. Under the stock option program for the members of the Supervisory Board (the “VSOP SB”), the Company may grant stock options of the Company to members of the Company’s Supervisory Board for the time period of their service as members of the Supervisory Board. The shareholders’ approved the VSOP SB with a total of 31,593 stock options, corresponding to approximately 0.5% of the Company’s issued share capital at the time of the decision. Under the stock option program for key employees (the “VSOP”), the Company may grant stock options of the Company to certain key employees. With the approval of the Supervisory Board, Immunic AG’s management board shall determine how many stock options shall be granted and how they shall be allocated to the respective beneficiaries up to a total of 31,593. Further terms and conditions of both programs, the VSOP SB and the VSOP, are substantially similar. The following information is therefore shown aggregated for both programs. The Company accounts for both programs as cash-settled options and classifies their fair value as a liability upon vesting. Vesting of options granted under the VSOP SB and VSOP was contingent upon an exit event. Upon consummation of the Transaction, which occurred on April 12, 2019, all of the awards vested and were settled for cash of $508,000 based on their fair value. As a result, the Company recorded $508,000 in compensation expense related to these stock options in the twelve months ended December 31, 2019. In July 2019, the Company’s stockholders approved the 2019 Omnibus Equity Incentive Plan (the “2019 Plan”) which was adopted by the Company’s board of directors with an effective date of June 14, 2019. The 2019 Plan allows for the grant of equity awards to employees, consultants and non-employee directors. An initial maximum of 1,500,000 shares of the Company’s common stock are available for grant under the 2019 Plan. The 2019 Plan includes an evergreen provision that allows for the annual addition of up to 4% of the Company’s fully-diluted outstanding stock, with a maximum allowable increase of 4,900,000 shares over the term of the 2019 Plan. The 2019 Plan is currently administered by the Board, which determines the exercise prices, vesting schedules and other restrictions of awards under the 2019 Plan at its discretion. Options to purchase stock may not have an exercise price that is less than the fair market value of underlying shares on the date of grant, and may not have a term greater than ten years. Incentive stock options granted to employees typically vest over four years. Non-statutory options granted to employees, officers, members of the Board, advisors, and consultants of the Company typically vest over three Shares that are expired, terminated, surrendered or canceled under the 2019 Plan without having been fully exercised will be available for future awards. Movements during the year The following table illustrates the number and weighted average exercise prices of, and movements in, stock options for the VSOP SB and VSOP during the year ended: 2019 2018 Unvested Awards Weighted-Average Fair Value Unvested Awards Weighted-Average Fair Value Outstanding as of January 1 6,937 $ 12.87 4,465 $ — Granted during the period 32,177 $ 12.87 2,472 $ — Forfeited during the period — — Settled in cash during the period (39,114) $ 12.87 — Expired during the period — — Outstanding at December 31 — 6,937 $ — Exercisable at December 31 — — No expense was recognized during the year ended December 31, 2018. There was $508,000 of expense recognized in 2019 upon the vesting of the awards as a result of closing the Transaction. There were no cancellations or modifications to the awards in 2019 or 2018. The following table summarizes stock option activity since January 1, 2019 under the 2019 Plan: Options Weighted- Weighted- Aggregate Outstanding as of January 1, 2019 — $ — Granted 456,645 $ 12.57 Exercised — $ — Forfeited or expired — $ — Outstanding as of December 31, 2019 456,645 $ 12.57 9.63 $ 114,399 Options vested and expected to vest as of December 31, 2019 456,645 $ 12.57 9.63 $ 114,399 Options exercisable as of December 31, 2019 31,956 $ 13.00 9.59 $ 3,382 Measurement The fair value of the Company’s stock was $12.87 which was determined based on prices negotiated with investors participating in the Financing as noted above. The fair value of the zero-cost VSOP SB and the VSOP options was equal to the fair value of the underlying stock. The weighted-average assumptions used in the BSM option pricing model to determine the fair value of the employee and non-employee stock option grants relating to the 2019 Plan were as follows: Risk-Free Interest Rate The risk-free rate assumption is based on the U.S. Treasury instruments with maturities similar to the expected term of the stock options. Expected Dividend Yield The Company has not issued any dividends and does not expect to issue dividends over the life of the options. As a result, the Company has estimated the dividend yield to be zero. Expected Volatility Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company estimates expected volatility based on the historical volatility of a group of comparable companies that are publicly traded. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Expected Term The Company uses the simplified method for estimating the expected term of employee and non-employee options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. The weighted-average grant date fair value of stock options granted under the 2019 Plan during the year ended December 31, 2019 was $8.28. The following are the underlying assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of stock options granted to employees and to non-employees under this stock plan: 2019 Risk-free interest rate 1.71% Expected dividend yield 0% Expected volatility 75.3% Expected term of options (years) 5.9 Early Exit Bonus Share Agreement (Anti-Dilution Adjustment) In accordance with an Early Exit Bonus Share Agreement (Anti-Dilution Adjustment) between the shareholders of Immunic AG dated August 2017, each of the four members of the Management Board of Immunic AG, through a limited liability company controlled by the respective board member, received new shares in Immunic AG as a form of anti-dilution protection. The AG shares were subscribed by the Management Board members at a price corresponding to their nominal value in the course of the Additional Financing of Immunic AG, which was carried out in March 2019. As part of the closing of the share exchange with Vital, Therapies, Inc., now Immunic, Inc., in April 2019, the AG shares were exchanged for 460,336 restricted shares in with Vital, Therapies, Inc., now Immunic, Inc., which were issued to the members of the management Board. Upon consummation of the Transaction, compensation cost of €5.3 million (approximately $6.0 million) was recognized. Stock-Based Compensation Expense Total stock-based compensation expense for all stock awards recognized in the accompanying audited consolidated statements of operations is as follows (in thousands): Year 2019 2018 Research and development $ 1,824 $ — General and administrative 6,736 — Total $ 8,560 $ — As of December 31, 2019, there was $3.3 million in total unrecognized compensation expense relating to the 2019 Plan to be recognized over a weighted average period of 3.08 years. Summary of Equity Incentive Plans Assumed from Vital Upon completion of the Transaction with Vital on April 12, 2019, Vital’s 2012 Stock Option Plan (the “2012 Plan”), Vital’s 2014 Equity Incentive Plan (the “2014 Plan”) and Vital’s 2017 Inducement Equity Incentive Plan (the “Inducement Plan”), were assumed by the Company. These plans are administered by the Board or, at the discretion of the Board, by a committee of the Board. The exercise prices, vesting and other restrictions are determined at the discretion of the Board, or its committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the share of common stock on the date of grant and the term of the stock option may not be greater than ten years. Incentive stock options granted to employees and restricted stock awards granted to employees, officers, members of the Board, advisors, and consultants of the Company typically vest over four years. Non-statutory options granted to employees, officers, members of the Board, advisors, and consultants of the Company typically vest over three The Company’s 2014 Equity Incentive Plan, became effective in April 2014 and replaced the 2012 Stock Option Plan, with respect to future awards. The 2014 Plan provides for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards and performance units to employees, directors and consultants. The 2012 Plan provided for the grant of stock options, restricted stock, restricted stock units, stock purchase rights and performance awards to employees, directors and consultants. Shares available for grant under the 2014 Plan include any shares remaining available or becoming available in the future under the 2012 Plan due to cancellation or forfeiture. In addition, the 2014 Plan provides for annual increases in the number of shares available for issuance thereunder beginning upon its effective date in April 2014, and on each annual anniversary, equal to the lower of 1,200,000 shares of the Company’s common stock or an amount as the Board may determine. Shares available for grant under the 2014 Plan totaled 43,311 shares as of December 31, 2019. In September 2017, Vital’s board of directors approved the 2017 Inducement Equity Incentive Plan and amended and restated the plan in November 2017. which has terms and conditions substantially similar to the 2014 Plan. Under the Inducement Plan, 46,250 shares of Vital’s common stock were reserved to be used exclusively for non-qualified grants to individuals who were not previously employees or directors as an inducement material to the individual’s entry into employment within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. No expense was recorded for the plans assumed from Vital during the year ended December 31, 2019. The following table summarizes stock option activity since January 1, 2019 under the plans assumed from Vital: Options Weighted- Weighted- Aggregate Outstanding as of January 1, 2019 — $ — Assumed in the Transaction with Vital 17,117 $ 306.99 Granted — $ — Exercised — $ — Forfeited or expired (2,714) $ 312.18 Outstanding as of December 31, 2019 14,403 $ 306.01 2.58 $ — Options vested and expected to vest as of December 31, 2019 14,403 $ 306.01 2.58 $ — Options exercisable as of December 31, 2019 14,403 $ 306.01 2.58 $ — In an effort to maximize the cash on Vital’s balance sheet for the Transaction, Vital restructured existing change of control and severance agreements with certain of its executive officers in January 2019. At the same time, Vital canceled options granted to such officers and granted them a total of 127,500 RSUs. The purpose of the amendments and the RSU grants was to substitute stock awards for cash payments owed upon a change of control. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Net loss before income tax was subject to tax in the following jurisdictions for the following periods (in thousands): Year Ended December 31, 2019 2018 United States $ (20,258) $ — Germany (23,674) (11,445) Foreign (827) (97) $ (44,759) $ (11,542) The rate reconciliation consists of the following: Year Ended December 31, 2019 2018 Federal statutory rate 21.0 % 27.5 % State tax (net of federal benefit) 0.0 % 0.0 % Foreign rate differential 3.3 % 0.0 % Stock options (1.1) % 0.0 % Other (3.0) % 0.0 % Change in valuation allowance (20.2) % (27.5) % Effective tax rate 0.0 % 0.0 % The statutory rate for 2018 is based on the German federal income tax rate and the statutory rate for 2019 is based on the U.S. federal tax rate due to the reverse merger transaction. Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. As tax laws and rates change, deferred tax assets and liabilities are adjusted through income tax expense. There is no current or deferred income tax expense in the years ended December 31, 2019 and 2018, respectively. Significant components of the Company's net deferred tax assets are shown below. A valuation allowance has been established as realization of such net deferred tax assets has not met the more likely-than-not threshold requirement. If the Company's judgment changes and it is determined that the Company will be able to realize these net deferred tax assets, the tax benefits relating to any reversal of the valuation allowance on the net deferred tax assets will be accounted for as a reduction to income tax expense. December 31, 2019 2018 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 16,357 $ — Federal and state tax credits — — Stock-based compensation 24 — Foreign net operating loss carryforwards 12,237 6,020 Other, net 1,104 — Total deferred tax assets 29,722 6,020 Less valuation allowance (29,722) (6,020) $ — $ — The Company has incurred net operating losses each year since inception due to its history as a development stage company with no realized revenues from its planned principal operations. These cumulative operating losses provide significant negative evidence in the determination of whether or not the Company will be able to realize deferred tax assets such as net operating losses and other favorable temporary differences. There can be no assurance that it will ever generate taxable income. As a result, the Company has maintained a full valuation allowance against the entire balance of its net deferred tax assets since the date of inception. The valuation allowance has increased by $23.7 million and $3.0 million for the years ended December 31, 2019 and 2018, respectively. A portion of the increase in the valuation allowance was due to the acquired attributes as a result of the “Transaction” in April 2019 in the amount of $16.4 million. Sections 382 and 383 of the Internal Revenue Code ("IRC"), limit a company’s ability to utilize certain net operating losses and tax credit carryforwards in the event of a cumulative change in ownership in excess of 50%, as defined. The acquired company experienced changes in ownership, as defined in Section 382, as a result of the "Transaction" in April 2019. As a result, the deferred tax asset associated with the Company's U.S. federal and state net operating loss carryforwards have been reduced based on the Section 382 limitations. The amount of the reduction in the Company's U.S. deferred tax assets is based on the estimated amount of the net operating loss ("NOL") carryforwards the Company believes cannot be used based on the estimated amount of the Company's Section 382 annual limitation. As of December 31, 2019, the Company had available U.S. NOL carryforwards of approximately $77.9 million. $61.8 million of these NOLs relate to pre-Transaction NOLs and are restricted under our Section 382 annual limitation of $0.8 million per year. As of December 31, 2019, Immunic had available NOLs of approximately $44.9 million in Germany and Australia. These NOLs do not expire. The U.S. federal NOL carryforwards of $15.6 million were generated prior to 2018 and expire over 20 years. The $62.3 million of 2018 and 2019 federal NOL carryforwards do not expire. The Company did not have any uncertain tax positions for the years ended December 31, 2019 and 2018, respectively. The Company does not anticipate any significant changes in the amount of uncertain tax positions as of December 31, 2019 over the next twelve months. Due to the full valuation allowance that the Company has on its net deferred tax asset balance, there are no uncertain tax positions that would impact the effective tax rate if recognized. |
Selected Quarterly Data (unaudi
Selected Quarterly Data (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Data (unaudited) | Selected Quarterly Data (unaudited) The following financial information reflects all normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results of the interim periods. Summarized quarterly data for 2019 and 2018 are as follows (in thousands, except per share data): For the Quarters Ended March 31 June 30 September 30 December 31 Total Year 2019 Operating expenses $ 4,662 $ 15,007 $ 9,177 $ 8,186 $ 37,032 Net loss $ (4,313) $ (14,714) $ (8,215) $ (7,691) $ (34,933) Basic and diluted net loss per share (1) $ (5.09) $ (1.52) $ (0.82) $ (0.75) $ (4.52) 2018 Operating expenses $ 2,288 $ 2,670 $ 1,805 $ 5,234 $ 11,997 Net loss $ (2,263) $ (2,670) $ (1,797) $ (4,812) $ (11,542) Basic and diluted net loss per share (1) $ (2.67) $ (3.15) $ (2.12) $ (5.68) $ (13.63) (1) Net loss per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly per share calculations will not necessarily equal the annual per share calculation. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventOn January 5, 2020, Immunic AG, under the terms of the Daiichi Sankyo Agreement, exercised its option to obtain the exclusive worldwide right to commercialization of IMU-856. Among other things, the option exercise grants Immunic AG the rights to Daiichi Sankyo’s patent application related to IMU-856. In connection with the option exercise, Immunic, Inc. paid a one-time upfront licensing fee to Daiichi Sankyo. Under the Daiichi Sankyo Agreement, Daiichi Sankyo is also eligible to receive future development, regulatory and sales milestone payments, as well as royalties related to IMU-856. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements. The most significant estimates in the Company’s financial statements and accompanying notes relate to the application of the acquisition method of accounting related to the Transaction, clinical trial expenses, share-based compensation and notes related to contractual obligations. Management believes its estimates to be reasonable under the circumstances. Actual results could differ materially from those estimates and assumptions. |
Foreign Currency Translation and Presentation | Foreign Currency Translation and Presentation The Company’s reporting currency is United States (“U.S.”) dollars. During the twelve months ended December 31, 2019 and 2018, Immunic AG and Immunic Research GmbH’s operations were located in Germany with the euro being its functional currency. Immunic Australia Pty Ltd.’s functional currency is the Australian dollar and VTL China’s functional currency is the yuan. All amounts in the financial statements where the functional currency is not the U.S. dollar are translated into U.S. dollar equivalents at exchange rates as follows: • assets and liabilities at reporting period-end rates; • income statement accounts at average exchange rates for the reporting period; and • components of equity at historical rates. Gains and losses from translation of the financial statements into U.S. dollars are recorded in stockholders’ equity (deficit) as a component of accumulated other comprehensive income (loss). Realized and unrealized gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are reflected as general and administrative expenses in the Consolidated Statements of Operations. The Consolidated Statements of Cash Flows were prepared by using the average exchange rate in effect during the reporting period which reasonably approximates the timing of the cash flows. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 1 assets consisted of money market funds for the periods presented. The Company had no Level 1 liabilities for the periods presented. Level 2— Inputs other than observable quoted prices for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. The Company had no Level 2 assets or liabilities for the periods presented. Level 3—Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. The Company had no Level 3 assets or liabilities for the periods presented. The carrying value of cash and cash equivalents, other current assets and prepaid expenses, accounts payable, accrued expenses, and other current liabilities approximates fair value due to the short period of time to maturity. |
Property and Equipment | Property and EquipmentProperty and equipment is stated at cost. Depreciation is computed using the straight-line method based on the estimated service lives of the assets which range from three years to thirteen years. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets The Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. Impaired assets are then recorded at their estimated fair value. There were no impairment losses during the years ended December 31, 2019 and 2018. |
Goodwill | Goodwill Business combinations are accounted for under the acquisition method. The total purchase price of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, probabilities of success, discount rates, and asset lives, among other items. Assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company would perform step 1 of the two-step goodwill impairment test. If the Company performs step 1 and the carrying amount of the reporting unit exceeds its fair value, it would perform step 2 to measure such impairment. Impairment testing for goodwill is done at the reporting unit level. The Company has determined that it operates in a single operating segment and has a single reporting unit. The Company has determined there was no goodwill impairment as of December 31, 2019. |
Research and Development Expenses | Research and Development Expenses Research and development expenses have principally been related to the two development programs, IMU-838 and IMU-935. These two programs include an orally available, small molecule inhibitor of DHODH (IMU-838 program) and an inverse agonist of RORgt (IMU-935 program) aimed at treating multiple sclerosis, ulcerative colitis, Crohn’s disease, and psoriasis. IMU-838 is currently being tested in two Phase 2 clinical trials in patients with relapsing-remitting multiple sclerosis and ulcerative colitis. The Company is also considering conducting a Phase 2 clinical trial in Crohn’s disease. An investigator-sponsored proof-of-concept clinical trial for IMU-838 in primary sclerosing cholangitis is ongoing at the Mayo Clinic. IMU-935 is currently being tested in a Phase 1 clinical trial in healthy volunteers, which was initiated in September 2019. Research and development expenses consist of expenses incurred in research and development activities including clinical trials, contract research services, salaries and related employee benefits, allocated facility costs and other outsourced services. Research and development expenses are charged to operations as incurred. |
Collaborative Arrangements | Collaboration Arrangements The Company enters into agreements with contract research organizations (“CROs”) to provide clinical trial services for individual studies and projects by executing individual work orders governed by Master Service Arrangement (“MSAs”). The MSAs and associated work orders are designed such that certain payments are to be made upon completion of certain milestones. The Company regularly assesses the timing of payments against actual costs incurred and ensures a proper accrual of related expenses in the appropriate accounting period. Certain collaboration and license agreements might include payments to or from the Company of one or more of the following: non-refundable or partially refundable upfront or license fees; development, regulatory and commercial milestone payments; manufacturing supply services; partial or complete reimbursement of research and development costs; and royalties on net sales of licensed products. The Company assesses whether such contracts are within the scope of Financial Accounting Standards Board (FASB) Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (“Topic 606”) and ensures proper accounting treatment. Currently, the Company has entered into an option agreement (the "Daiichi Sankyo Agreement") with Daiichi Sankyo Co., Ltd. ("Daiichi Sankyo") which grants the Company the right to license a group of compounds, designated by the Company as IMU-856, a potential new oral treatment option for diseases such as inflammatory bowel disease, irritable bowel syndrome with diarrhea, immune checkpoint inhibitor induced colitis and other barrier function associated diseases. During the option period, the Company performed the agreed upon research and development activities. The related research and development expenses were reimbursed by Daiichi Sankyo up to a maximum agreed-upon limit. Such reimbursement is recorded as other |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist primarily of salaries and related costs for personnel in executive, finance, business development and other support functions. Other general and administrative expenses include, but are not limited to, insurance costs, stock-based compensation, professional fees for legal, accounting and tax services, consulting, related facility costs and travel. |
Stock-based Compensation | Stock-Based Compensation The Company measures the cost of employee and non-employee services received in exchange for equity awards based on the grant-date fair value of the award recognized generally as an expense (i) on a straight-line basis over the requisite service period for those awards whose vesting is based upon a service condition, and (ii) on an accelerated method for awards whose vesting is based upon a performance condition, but only to the extent it is probable that the performance condition will be met. Stock-based compensation is estimated at the date of grant based on the award’s fair value for equity classified awards and upon final measurement date for liability classified awards and forfeitures are recorded in the period in which they occur. The Company estimates the fair value of stock options using the Black-Scholes-Merton, ("BSM"), option-pricing model, which requires the use of estimates. The BSM option-pricing model requires the input of subjective assumptions, including the risk-free interest rate, the fair value of the underlying common stock, the expected dividend yield of the Company’s common stock, the expected volatility of the price of the Company’s common stock, and the expected term of the option. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. |
Leases | Leases The Company leases office space and office equipment. The underlying lease agreements have lease terms of less than twelve months and up to 42 months. The short-term leases are deemed immaterial and have not been included in the operating lease right of use asset and operating lease liability. The Company has four existing leases for office space. At inception of a lease agreement, it is determined whether an agreement represents a lease and at commencement each lease agreement is assessed as to classification as an operating or financing lease. As described below under “Recently Issued and/or Adopted Accounting Standards - Change in Accounting Principle,” the Company adopted the Financial Accounting Standards Board Accounting Standards Update, ("ASU"), “Leases,” or ASU 2016-02, as of January 1, 2019. Pursuant to ASU 2016-02, one office lease outstanding on January 1, 2019 continued to be classified as an operating lease. With the adoption of ASU 2016-02, an operating lease right-of-use asset and an operating lease liability have been recorded on the Company’s balance sheet. Right-of-use lease assets represent the Company’s right to use the underlying asset for the lease term and the lease obligation represents its commitment to make the lease payments arising from the lease. Right-of-use lease assets and obligations are recognized at the commencement date based on the present value of remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, an estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments has been used. The right-of-use lease asset includes any lease payments made prior to commencement and excludes any lease incentives. The lease term used in estimating future lease payments may include options to extend when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the term. Variable lease costs such as common area costs and property taxes are expensed as incurred. Leases with an initial term of twelve months or less are not recorded on the balance sheet. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Accumulated other comprehensive income (loss) has been reflected as a separate component of stockholders’ equity (deficit) in the accompanying Consolidated Balance Sheets. |
Income Taxes | Income Taxes The Company is subject to corporate income tax laws and regulations in the U.S., Germany and Australia. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment in their application. The Company utilizes the asset and liability method of accounting for income taxes which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the audited consolidated financial statements. Deferred income tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of changes in tax rates on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or the entire deferred tax asset will not be realized. As of December 31, 2019, and December 31, 2018, the Company maintained a full valuation allowance against the balance of deferred tax assets. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of common shares and, if dilutive, common stock equivalents outstanding for the period determined using the treasury-stock method. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. Potentially dilutive securities, not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive, are as follows: As of December 31, 2019 2018 Options to purchase common stock 471,048 — |
Recently Issued and/or Adopted Accounting Pronouncements | Recently Issued and/or Adopted Accounting Standards Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board, or ("FASB"), issued Accounting Standards Update No. 2016-02, “Leases. ” ASU 2016-02 is intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases on the balance sheet. The Company has elected to adopt ASU 2016-02 retrospectively at January 1, 2019 using a simplified transition option that allows companies to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company also elected to adopt the package of practical expedients permitted in Accounting Standards Codification Topic 842, ("ASC 842"). Accordingly, the leases outstanding at January 1, 2019 continue to be classified as operating leases under the new guidance, without reassessing whether the contracts contain a lease under ASC 842 or whether classification of the operating leases would be different under ASC Topic 842. All of the Company’s leases at the adoption date were operating leases for facilities and included both lease and non-lease components. As a result of the adoption of ASU 2016-02, on January 1, 2019, the Company recognized (a) a lease liability of approximately $80,000, which represents the present value of the remaining lease payments using an estimated incremental borrowing rate of 6% and (b) a right-of-use asset of approximately $80,000. (The cumulative-effect adjustment was immaterial) Due to the adoption of the standard using the retrospective cumulative-effect adjustment method, there are no changes to the Company’s previously reported results prior to January 1, 2019. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Lease expense has not changed materially as a result of the adoption of ASU 2016-02. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230), Restricted Cash” which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for the Company for fiscal years beginning after December 15, 2018. The adoption of this ASU did not have a significant impact on the Company’s audited consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, “Improvements to Non-Employee Share-Based Payment Accounting,” or ASU 2018-07. ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions, specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-07 in the first quarter of 2019. The adoption of this standard did not have a significant impact on the Company’s audited consolidated financial statements. Recently Issued Accounting Standards In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance eliminates Step 2 from the goodwill impairment test, instead requiring an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019, and early adoption is permitted. This guidance must be applied on a prospective basis. The Company does not believe the adoption of ASU 2017-04 will have a significant impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “ Fair Value Measurement - Disclosure Framework,” or ASU 2018-13. ASU 2018-13, modifies the disclosure requirements for fair value measurements. The amendments relate to disclosures regarding unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty, and are to be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. The Company does not believe the adoption of ASU 2018-18 will have a significant impact on its consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-18, “ Collaborative Arrangements”, ("ASU 2018-18"). ASU 2018-18, clarifies that elements of collaborative arrangements could qualify as transactions with customers in the scope of ASC 606. The new guidance is effective for public business entities for fiscal years beginning after December 15, 2019. The Company does not believe the adoption of ASU 2018-18 will have a significant impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss per Share | Potentially dilutive securities, not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive, are as follows: As of December 31, 2019 2018 Options to purchase common stock 471,048 — |
Accounting for the Transaction
Accounting for the Transaction (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Assets Acquired and Liabilities Assumed | The following summarizes the purchase price paid in the Transaction (amounts in thousands except share and per share amounts): Number of shares owned by Vital stockholders (1) 1,059,269 RSUs (2) 127,500 Total fully-diluted shares 1,186,769 Multiplied by the fair value per share of Vital common stock (3) $ 33.20 Estimated purchase price $ 39,400 (1) The number of shares of 1,059,269 represents the historical 42,369,694 shares of Vital common stock outstanding immediately prior to the closing of the Transaction, adjusted for the Reverse Stock Split. (2) The number of RSUs of 127,500 represents the historical 5,100,000 Vital RSUs of which all have been issued to date to Vital former officers in 2019. (3) Based on the last reported sale price of Vital common stock on the Nasdaq Global Market on April 12, 2019, the closing of the Transaction, adjusted for the Reverse Stock Split. The following summarizes the allocation of the purchase price to the net tangible and intangible assets acquired: (in thousands) Cash and cash equivalents $ 8,151 Prepaid expenses and other assets 307 Supplies and working cell banks 1,000 Clinical development equipment 306 Other property and equipment 30 In-process research and development (“IPR&D ” ) 764 Accounts payable, accrued expenses and other liabilities (4,128) Goodwill 32,970 Purchase price $ 39,400 |
Unaudited Pro Forma Information | The following supplemental unaudited pro forma information presents the Company’s financial results as if the Transaction had occurred on January 1, 2018: Year Ended December 31, 2019 2018 (unaudited) Revenue $ — $ — Net loss (19,295) (53,017) |
ELAD Sales Agreement (Tables)
ELAD Sales Agreement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Estimated Fair Value of ELAD Assets | The estimated fair value of the ELAD Assets was included in the purchase accounting allocation as follows (in thousands): Clinical development equipment 306 Supplies and working cell banks 1,000 In process research & development (“IPR&D”) 764 Total $ 2,070 |
Other Financial Information (Ta
Other Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid Expense and Other Current Assets consist of (in thousands): December 31, 2019 2018 Prepaid clinical and related costs $ 1,307 $ — VAT receivable 408 191 Australian research and development tax incentive 350 — Other 796 68 Total $ 2,861 $ 259 |
Schedule of Accounts Payable and Accrued Expenses | Accounts Payable consist of (in thousands): December 31, 2019 2018 Clinical costs $ 1,981 $ 1,065 Legal and audit costs 226 291 Other 216 44 Total $ 2,423 $ 1,400 Accrued Expenses Accrued expenses consist of (in thousands): December 31, 2019 2018 Accrued clinical and related costs $ 2,863 $ 197 Accrued legal and audit costs 211 102 Accrued other 224 117 Total $ 3,298 $ 416 |
Schedule of Other Current Liabilities | Other Current Liabilities consist of (in thousands): December 31, 2019 2018 Deferred income $ 1,008 $ — Other 343 104 Total $ 1,351 $ 104 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Maturities of Operating Lease Obligations | Maturities of the operating lease obligation are as follows as of December 31, 2019 (in thousands): 2020 $ 193 2021 270 2022 224 2023 75 2024 — Thereafter — Total lease payments 762 Less: interest portion 76 Present value of lease obligation $ 686 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | Fair Value Measurement at December 31, 2019 Fair Value Level 1 Level 2 Level 3 Assets Money market funds $ 4,491 $ 4,491 $ — $ — There were no transfers between Level 1, Level 2 or Level 3 assets during the periods presented. Additionally, there were no assets or liabilities measured at fair value on a recurring basis as of December 31, 2018. For the Company’s money market funds, which are included as a component of cash and cash equivalents on the condensed consolidated balance sheet, unrealized gains and losses are reported as accumulated other comprehensive income (loss), and realized gains and losses are included in interest income (expense) on the condensed consolidated statements of operations. The carrying amounts of other current assets and prepaid expenses, accounts payable, accrued expenses, and other current liabilities approximate their fair values due to their short-term nature. The fair value and book value of the money market funds presented in the table above are the same. |
Common Stock and Preferred St_2
Common Stock and Preferred Stock (Converted into Common Stock) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shares Reserved for Future Issuance | Shares reserved for future issuance at December 31, 2019 are as follows: Number of Common stock reserved for issuance for: Outstanding stock options 471,048 Common stock options available for future grant: 2014 Equity Incentive Plan 43,311 2017 Inducement Equity Incentive Plan 46,250 2019 Omnibus Equity Incentive Plan 1,043,355 Total common shares reserved for future issuance 1,603,964 |
Stock Compensation Plans (Table
Stock Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table illustrates the number and weighted average exercise prices of, and movements in, stock options for the VSOP SB and VSOP during the year ended: 2019 2018 Unvested Awards Weighted-Average Fair Value Unvested Awards Weighted-Average Fair Value Outstanding as of January 1 6,937 $ 12.87 4,465 $ — Granted during the period 32,177 $ 12.87 2,472 $ — Forfeited during the period — — Settled in cash during the period (39,114) $ 12.87 — Expired during the period — — Outstanding at December 31 — 6,937 $ — Exercisable at December 31 — — No expense was recognized during the year ended December 31, 2018. There was $508,000 of expense recognized in 2019 upon the vesting of the awards as a result of closing the Transaction. There were no cancellations or modifications to the awards in 2019 or 2018. The following table summarizes stock option activity since January 1, 2019 under the 2019 Plan: Options Weighted- Weighted- Aggregate Outstanding as of January 1, 2019 — $ — Granted 456,645 $ 12.57 Exercised — $ — Forfeited or expired — $ — Outstanding as of December 31, 2019 456,645 $ 12.57 9.63 $ 114,399 Options vested and expected to vest as of December 31, 2019 456,645 $ 12.57 9.63 $ 114,399 Options exercisable as of December 31, 2019 31,956 $ 13.00 9.59 $ 3,382 |
Schedule of Valuation Assumptions Used | The following are the underlying assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of stock options granted to employees and to non-employees under this stock plan: 2019 Risk-free interest rate 1.71% Expected dividend yield 0% Expected volatility 75.3% Expected term of options (years) 5.9 |
Schedule of Stock-based Compensation Expense for Stock Awards Recognized | Total stock-based compensation expense for all stock awards recognized in the accompanying audited consolidated statements of operations is as follows (in thousands): Year 2019 2018 Research and development $ 1,824 $ — General and administrative 6,736 — Total $ 8,560 $ — |
Employee Stock Options, Vital Therapies Inc. | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table summarizes stock option activity since January 1, 2019 under the plans assumed from Vital: Options Weighted- Weighted- Aggregate Outstanding as of January 1, 2019 — $ — Assumed in the Transaction with Vital 17,117 $ 306.99 Granted — $ — Exercised — $ — Forfeited or expired (2,714) $ 312.18 Outstanding as of December 31, 2019 14,403 $ 306.01 2.58 $ — Options vested and expected to vest as of December 31, 2019 14,403 $ 306.01 2.58 $ — Options exercisable as of December 31, 2019 14,403 $ 306.01 2.58 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Net Loss before Income Tax Based on Jurisdictions | Net loss before income tax was subject to tax in the following jurisdictions for the following periods (in thousands): Year Ended December 31, 2019 2018 United States $ (20,258) $ — Germany (23,674) (11,445) Foreign (827) (97) $ (44,759) $ (11,542) |
Income Tax Rate Reconciliation | The rate reconciliation consists of the following: Year Ended December 31, 2019 2018 Federal statutory rate 21.0 % 27.5 % State tax (net of federal benefit) 0.0 % 0.0 % Foreign rate differential 3.3 % 0.0 % Stock options (1.1) % 0.0 % Other (3.0) % 0.0 % Change in valuation allowance (20.2) % (27.5) % Effective tax rate 0.0 % 0.0 % |
Deferred Tax Assets | December 31, 2019 2018 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 16,357 $ — Federal and state tax credits — — Stock-based compensation 24 — Foreign net operating loss carryforwards 12,237 6,020 Other, net 1,104 — Total deferred tax assets 29,722 6,020 Less valuation allowance (29,722) (6,020) $ — $ — |
Selected Quarterly Data (Tables
Selected Quarterly Data (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Information | Summarized quarterly data for 2019 and 2018 are as follows (in thousands, except per share data): For the Quarters Ended March 31 June 30 September 30 December 31 Total Year 2019 Operating expenses $ 4,662 $ 15,007 $ 9,177 $ 8,186 $ 37,032 Net loss $ (4,313) $ (14,714) $ (8,215) $ (7,691) $ (34,933) Basic and diluted net loss per share (1) $ (5.09) $ (1.52) $ (0.82) $ (0.75) $ (4.52) 2018 Operating expenses $ 2,288 $ 2,670 $ 1,805 $ 5,234 $ 11,997 Net loss $ (2,263) $ (2,670) $ (1,797) $ (4,812) $ (11,542) Basic and diluted net loss per share (1) $ (2.67) $ (3.15) $ (2.12) $ (5.68) $ (13.63) (1) Net loss per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly per share calculations will not necessarily equal the annual per share calculation. |
Description of Business and B_2
Description of Business and Basis of Financial Statements - Additional Details (Detail) $ in Thousands, € in Millions | Apr. 12, 2019shares | Apr. 11, 2019USD ($)shares | Apr. 11, 2019EUR (€)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||||
Accumulated deficit | $ | $ 59,911 | $ 24,978 | ||||
Proceeds from issuance of private placement | $ | 72,300 | |||||
Cash and cash equivalents | $ | $ 29,369 | $ 13,072 | $ 4,504 | |||
Conversion ratio | 0.025 | |||||
Immunic AG | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of shares owned | 88.25% | |||||
Vital Therapies, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of shares owned | 11.75% | |||||
Vital Therapies, Inc. | Immunic AG | ||||||
Business Acquisition [Line Items] | ||||||
Exchange ratio | 17.17 | 17.17 | ||||
Immunic AG | Vital Therapies, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Aggregate consideration issuable (in shares) | 8,927,130 | |||||
Shares owned prior to transaction (in shares) | 1,059,269 | |||||
Immunic AG | Restricted stock units | Vital Therapies, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
RSUs owned prior to transaction (in shares) | 127,500 | 5,100,000 | 5,100,000 | |||
Private Placement | Immunic AG | ||||||
Business Acquisition [Line Items] | ||||||
Shares issues in private placement transaction (in shares) | 2,197,742 | 2,197,742 | ||||
Aggregate consideration from private placement | $ 29,900 | € 26.7 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2019USD ($)lease | Dec. 31, 2018USD ($) | Jan. 01, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Cash equivalents, highly-liquid investments maturity (or less) | 3 months | ||
Depreciation and amortization expense | $ 50,000 | $ 15,000 | |
Impairment losses | 0 | $ 0 | |
Present value of lease obligation | $ 686,000 | ||
Incremental borrowing rate on operating leases | 6.00% | ||
Right-of-use asset | $ 633,000 | ||
Goodwill impairment | $ 0 | ||
Short-term lease term | 12 months | ||
Number of existing operating leases | lease | 4 | ||
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 13 years | ||
Short-term lease term | 42 months | ||
Accounting Standards Update 2016-02 | |||
Property, Plant and Equipment [Line Items] | |||
Present value of lease obligation | $ 80,000 | ||
Incremental borrowing rate on operating leases | 6.00% | ||
Right-of-use asset | $ 80,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities not included in the calculation of diluted net loss per share (in shares) | 471,048 | 0 |
Accounting for the Transactio_2
Accounting for the Transaction - Additional Information (Detail) $ in Thousands | Apr. 12, 2019USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Apr. 11, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 32,970 | $ 0 | ||
Incurred costs, non-cash charges | 7,500 | |||
Pro forma net loss | 19,295 | $ 53,017 | ||
Immunic, Inc. | ||||
Business Acquisition [Line Items] | ||||
Incurred costs | 10,000 | |||
Immunic AG | ||||
Business Acquisition [Line Items] | ||||
Percentage of shares owned | 88.25% | |||
Immunic AG | Vital Therapies, Inc. | ||||
Business Acquisition [Line Items] | ||||
Exchange ratio | 17.17 | |||
Vital Therapies, Inc. | ||||
Business Acquisition [Line Items] | ||||
Percentage of shares owned | 11.75% | |||
Vital Therapies, Inc. | Immunic, Inc. | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 32,970 | |||
Outstanding stock options | ||||
Business Acquisition [Line Items] | ||||
Outstanding shares to purchase (in shares) | shares | 16,987 | |||
Restricted stock units | ||||
Business Acquisition [Line Items] | ||||
Outstanding shares to purchase (in shares) | shares | 127,500 | |||
Acquisition-related Costs | ||||
Business Acquisition [Line Items] | ||||
Pro forma net loss | $ 16,000 |
Accounting for the Transactio_3
Accounting for the Transaction - Preliminary Estimate of Purchase Price (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 12, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Apr. 11, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Number of shares owned by Vital stockholders (in shares) | 10,744,806 | 846,953 | |||
Vital Therapies, Inc. | |||||
Business Acquisition [Line Items] | |||||
Number of shares owned by Vital stockholders (in shares) | 42,369,694 | ||||
Vital Therapies, Inc. | Immunic AG | |||||
Business Acquisition [Line Items] | |||||
Number of shares owned by Vital stockholders (in shares) | 1,059,269 | ||||
Total fully-diluted shares (in shares) | 1,186,769 | ||||
Multiplied by the fair value per share of Vital common stock (in USD per share) | $ 33.20 | ||||
Estimated purchase price | $ 39,400 | ||||
Restricted stock units | Vital Therapies, Inc. | Immunic AG | |||||
Business Acquisition [Line Items] | |||||
RSUs owned prior to transaction (in shares) | 127,500 | 5,100,000 | |||
RSUs issued to date (in shares) | 127,500 |
Accounting for the Transactio_4
Accounting for the Transaction - Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Apr. 12, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 32,970 | $ 0 | |
Vital Therapies, Inc. | Immunic, Inc. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 8,151 | ||
Prepaid expenses and other assets | 307 | ||
Supplies and working cell banks | 1,000 | ||
Clinical development equipment | 306 | ||
Other property and equipment | 30 | ||
In-process research and development (“IPR&D”) | 764 | ||
Accounts payable, accrued expenses and other liabilities | (4,128) | ||
Goodwill | 32,970 | ||
Purchase price | $ 39,400 |
Accounting for the Transactio_5
Accounting for the Transaction - Unaudited Pro Forma Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Revenue | $ 0 | $ 0 |
Net loss | $ (19,295) | $ (53,017) |
ELAD Sales Agreement - Addition
ELAD Sales Agreement - Additional Information (Detail) - ELAD-Related Assets - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Thousands | May 28, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Jun. 30, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration transferred | $ 2,500 | |||
Amount released from escrow | $ 1,100 | |||
Fair value of promissory note | 920 | |||
Notes Receivable | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Face amount of receivable | $ 1,325 | |||
Effective interest rate | 10.00% | |||
Fair value adjustment | $ 405 | |||
Vital Therapies, Inc. | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Escrow deposit | $ 1,100 | |||
Cash consideration | $ 50 |
ELAD Sales Agreement - Estimate
ELAD Sales Agreement - Estimated Fair Value of ELAD Assets (Detail) - ELAD-Related Assets - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($) $ in Thousands | 1 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Estimated fair value of ELAD Assets | $ 2,070 | |
Vital Therapies, Inc. | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Escrow deposit | $ 1,100 | |
Clinical development equipment | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Estimated fair value of ELAD Assets | 306 | |
Supplies and working cell banks | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Estimated fair value of ELAD Assets | 1,000 | |
In process research & development (“IPR&D”) | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Estimated fair value of ELAD Assets | $ 764 |
Other Financial Information - S
Other Financial Information - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid clinical and related costs | $ 1,307 | $ 0 |
VAT receivable | 408 | 191 |
Australian research and development tax incentive | 350 | 0 |
Other | 796 | 68 |
Total | $ 2,861 | $ 259 |
Other Financial Information -_2
Other Financial Information - Schedule of Accounts Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Clinical costs | $ 1,981 | $ 1,065 |
Legal and audit costs | 226 | 291 |
Other | 216 | 44 |
Total | $ 2,423 | $ 1,400 |
Other Financial Information -_3
Other Financial Information - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued clinical and related costs | $ 2,863 | $ 197 |
Accrued legal and audit costs | 211 | 102 |
Accrued other | 224 | 117 |
Total | $ 3,298 | $ 416 |
Other Financial Information -_4
Other Financial Information - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred income | $ 1,008 | $ 0 |
Other | 343 | 104 |
Total | $ 1,351 | $ 104 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
May 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 12, 2019 | Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Increase in operating lease, right-of-use asset | $ 600 | ||||
Incremental borrowing rate on operating leases | 6.00% | ||||
Operating and variable lease cost | $ 135 | $ 45 | |||
Contractual obligation | $ 2,800 | ||||
Asset purchase agreement, royalties as percent of aggregated net sales | 4.40% | ||||
Common stock, shares issued (in shares) | 10,744,806 | 846,953 | 120,070 | ||
Common stock issued | $ 1 | $ 0 | $ 1,500 | $ 56 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Annual Obligations Under All Non-Cancellable Operating Lease Commitments (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 193 |
2021 | 270 |
2022 | 224 |
2023 | 75 |
2024 | 0 |
Thereafter | 0 |
Total lease payments | 762 |
Less: interest portion | 76 |
Present value of lease obligation | $ 686 |
Fair Value - Schedule of Financ
Fair Value - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - Money Market Funds $ in Thousands | Dec. 31, 2019USD ($) |
Assets | |
Assets | $ 4,491 |
Level 1 | |
Assets | |
Assets | 4,491 |
Level 2 | |
Assets | |
Assets | 0 |
Level 3 | |
Assets | |
Assets | $ 0 |
Common Stock and Preferred St_3
Common Stock and Preferred Stock (Converted into Common Stock) - Shelf Registration Statement (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2019 | May 31, 2018 | |
Class of Stock [Line Items] | ||||
Maximum aggregate offering price of common stock, preferred stock, warrants, debt securities, and/or units | $ 40,000,000 | $ 200,000,000 | ||
Maximum common stock shares authorized (in shares) | 2,500,000 | |||
Maximum aggregate offering price under ATM agreement | $ 60,000,000 | |||
Commission, percent of gross proceeds from sale of common stock | 3.00% | |||
Issuance of stock | $ 0 | $ 0 | ||
Proceeds from Issuance of Common Stock | 0 | 19,256,000 | ||
Estimated offering expenses | 270,000 | $ 0 | ||
At-The-Market Sales Agreement | ||||
Class of Stock [Line Items] | ||||
Issuance of stock | $ 5,400,000 | |||
Issuance of stock (in shares) | 630,907 | |||
Issuance of stock (in USD per share) | $ 8.49 | |||
Proceeds from Issuance of Common Stock | $ 4,900,000 | |||
Underwriter commissions | 161,000 | |||
Estimated offering expenses | 305,000 | |||
Amount available under ATM | $ 34,600,000 |
Common Stock and Preferred St_4
Common Stock and Preferred Stock (Converted into Common Stock) - Common Stock (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Apr. 12, 2019USD ($) | Dec. 31, 2018€ / shares | Jun. 30, 2016USD ($) | |
Equity [Abstract] | |||||
Common stock, par value (in USD per share) | (per share) | $ 0.0001 | $ 0.0001 | € 1 | ||
Common stock issued | $ | $ 1 | $ 0 | $ 1,500 | $ 56 | |
Common stock, cash dividends declared (in USD per share) | $ 0 | $ 0 | |||
Common stock cash dividends paid (in USD per share) | $ 0 | $ 0 |
Common Stock and Preferred St_5
Common Stock and Preferred Stock (Converted into Common Stock) - Preferred Stock (Detail) € / shares in Units, $ / shares in Units, $ in Thousands, € in Millions | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018EUR (€)€ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock issued (in shares) | $ | $ 0 | $ 0 | |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Series A-1 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued (in shares) | 13,541 | 13,541 | |
Preferred stock, par value (in USD per share) | € / shares | € 1 | ||
Preferred stock issued (in shares) | $ | $ 0 | $ 2,879 | |
Preferred stock, shares authorized (in shares) | 13,541 | 13,541 | |
Preferred stock, shares outstanding (in shares) | 13,541 | 13,541 | |
Series A-2 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued (in shares) | 299,456 | 299,456 | |
Preferred stock, par value (in USD per share) | € / shares | € 1 | ||
Preferred stock issued (in shares) | $ | $ 0 | $ 34,313 | |
Preferred stock, shares authorized (in shares) | 299,456 | 299,456 | |
Preferred stock, shares outstanding (in shares) | 299,456 | 299,456 | |
Immunic AG | |||
Class of Stock [Line Items] | |||
Preferred stock issued (in shares) | € 31.7 | $ 37,200 | |
Immunic AG | Series A-1 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued (in shares) | 13,541 | 13,541 | |
Preferred stock, par value (in USD per share) | € / shares | € 1 | ||
Immunic AG | Series A-2 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued (in shares) | 299,456 | 299,456 |
Common Stock and Preferred St_6
Common Stock and Preferred Stock (Converted into Common Stock) - Stock Warrants (Detail) | Sep. 25, 2019$ / sharesshares |
Class of Stock [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3,719.60 |
Warrant | |
Class of Stock [Line Items] | |
Number of warrants outstanding and exercisable (in shares) | shares | 6,015 |
Common Stock and Preferred St_7
Common Stock and Preferred Stock (Converted into Common Stock) - Shares Reserved for Future Issuance (Detail) | Dec. 31, 2019shares |
Class of Stock [Line Items] | |
Total common shares reserved for future issuance (in shares) | 1,603,964 |
Outstanding stock options | |
Class of Stock [Line Items] | |
Total common shares reserved for future issuance (in shares) | 471,048 |
2014 Equity Incentive Plan | Common stock options available for future grant: | |
Class of Stock [Line Items] | |
Total common shares reserved for future issuance (in shares) | 43,311 |
2017 Inducement Equity Incentive Plan | Common stock options available for future grant: | |
Class of Stock [Line Items] | |
Total common shares reserved for future issuance (in shares) | 46,250 |
2019 Omnibus Equity Incentive Plan | Common stock options available for future grant: | |
Class of Stock [Line Items] | |
Total common shares reserved for future issuance (in shares) | 1,043,355 |
Stock Compensation Plans - Addi
Stock Compensation Plans - Additional Information (Detail) $ / shares in Units, € in Thousands | Apr. 12, 2019EUR (€) | Apr. 12, 2019USD ($) | Jul. 31, 2019shares | Apr. 30, 2019shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Sep. 30, 2017shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total unrecognized compensation expense | $ | $ 3,300,000 | ||||||
Period over which compensation cost will be recognized (in years) | 3 years 29 days | ||||||
VSOP SB | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized for grant under stock option programs (in shares) | 31,593 | ||||||
Percent of Company's total issued shared capital available for grant under stock option programs | 0.50% | ||||||
2019 Omnibus Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for grant (in shares) | 1,500,000 | ||||||
Expected term of options (years) | 5 years 10 months 24 days | ||||||
Weighted-average grant date fair value (in USD per share) | $ / shares | $ 8.28 | ||||||
VSOP And VSOP SB | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ | $ 508,000 | $ 0 | |||||
Share price (in USD per share) | $ / shares | $ 12.87 | ||||||
2019 Omnibus Equity Incentive Plan, Evergreen Provision | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional shares authorized, percent | 4.00% | ||||||
Additional shares authorized (in shares) | 4,900,000 | ||||||
Executive Bonus Agreement | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | € 5,300 | $ 6,000,000 | |||||
Issuance of stock (in shares) | 460,336 | ||||||
2014 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for grant (in shares) | 43,311 | ||||||
Shares of common stock for annual increase in shares available for issuance (in shares) | 1,200,000 | ||||||
2017 Inducement Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for grant (in shares) | 46,250 | ||||||
Maximum | 2019 Omnibus Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected term of options (years) | 10 years | ||||||
Maximum | 2014 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected term of options (years) | 10 years | ||||||
Incentive Employee Stock Option | 2019 Omnibus Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 4 years | ||||||
Incentive Employee Stock Option | 2014 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 4 years | ||||||
Non-Statutory Employee Stock Option | Minimum | 2019 Omnibus Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 3 years | ||||||
Non-Statutory Employee Stock Option | Minimum | 2014 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 3 years | ||||||
Non-Statutory Employee Stock Option | Maximum | 2019 Omnibus Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 4 years | ||||||
Non-Statutory Employee Stock Option | Maximum | 2014 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 4 years | ||||||
Restricted stock units | Vital Therapies, Inc. | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
RSUs to be granted (in shares) | 127,500 |
Stock Compensation Plans - Summ
Stock Compensation Plans - Summary of Stock Option Activity (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Stock Options, Vital Therapies Inc. | ||
Options | ||
Outstanding, Beginning balance (in shares) | 0 | |
Assumed in the Transaction with Vital (in shares) | 17,117 | |
Granted (in shares) | 0 | |
Exercise of stock options (in shares) | 0 | |
Forfeited and expired (shares) | (2,714) | |
Outstanding, Ending balance (in shares) | 14,403 | 0 |
Options vested and expected to vest, Ending balance (shares) | 14,403 | |
Options exercisable, Ending balance (shares) | 14,403 | |
Weighted- Average Exercise Price | ||
Outstanding, Beginning balance (in USD per share) | $ 0 | |
Assumed in the Transaction with Vital (in USD per share) | 306.99 | |
Granted (in USD per share) | 0 | |
Exercised (in USD per share) | 0 | |
Forfeited or expired (in USD per share) | (312.18) | |
Outstanding, Ending balance (in USD per share) | 306.01 | $ 0 |
Options vested and expected to vest, Weighted-Average Exercise Price, Ending balance (usd per share) | 306.01 | |
Options exercisable, Weighted-Average Exercise Price, Ending balance (usd per share) | $ 306.01 | |
Other Disclosures | ||
Outstanding, weighted-average remaining contractual term, ending balance (in years) | 2 years 6 months 29 days | |
Options vested and expected to vest , weighted-average remaining contractual term, ending balance (in years) | 2 years 6 months 29 days | |
Options exercisable, weighted-average remaining contractual term, ending balance (in years) | 2 years 6 months 29 days | |
Outstanding, aggregate intrinsic value, ending balance | $ 0 | |
Options vested and expected to vest , aggregate intrinsic value, ending balance | 0 | |
Options exercisable, aggregate intrinsic value, ending balance | $ 0 | |
2019 Omnibus Equity Incentive Plan | Outstanding stock options | ||
Options | ||
Outstanding, Beginning balance (in shares) | 0 | |
Granted (in shares) | 456,645 | |
Exercise of stock options (in shares) | 0 | |
Forfeited and expired (shares) | 0 | |
Outstanding, Ending balance (in shares) | 456,645 | 0 |
Options vested and expected to vest, Ending balance (shares) | 456,645 | |
Options exercisable, Ending balance (shares) | 31,956 | |
Weighted- Average Exercise Price | ||
Outstanding, Beginning balance (in USD per share) | $ 0 | |
Granted (in USD per share) | 12.57 | |
Exercised (in USD per share) | 0 | |
Forfeited or expired (in USD per share) | 0 | |
Outstanding, Ending balance (in USD per share) | 12.57 | $ 0 |
Options vested and expected to vest, Weighted-Average Exercise Price, Ending balance (usd per share) | 12.57 | |
Options exercisable, Weighted-Average Exercise Price, Ending balance (usd per share) | $ 13 | |
Other Disclosures | ||
Outstanding, weighted-average remaining contractual term, ending balance (in years) | 9 years 7 months 17 days | |
Options vested and expected to vest , weighted-average remaining contractual term, ending balance (in years) | 9 years 7 months 17 days | |
Options exercisable, weighted-average remaining contractual term, ending balance (in years) | 9 years 7 months 2 days | |
Outstanding, aggregate intrinsic value, ending balance | $ 114,399 | |
Options vested and expected to vest , aggregate intrinsic value, ending balance | 114,399 | |
Options exercisable, aggregate intrinsic value, ending balance | $ 3,382 | |
VSOP And VSOP SB | Employee Stock Options, Immunic AG | ||
Options | ||
Outstanding, Beginning balance (in shares) | 6,937 | 4,465 |
Granted (in shares) | 32,177 | 2,472 |
Forfeited (in shares) | 0 | 0 |
Settled in cash (in shares) | (39,114) | 0 |
Expired (in shares) | 0 | 0 |
Outstanding, Ending balance (in shares) | 0 | 6,937 |
Options exercisable, Ending balance (shares) | 0 | 0 |
Weighted- Average Exercise Price | ||
Outstanding, Beginning balance (in USD per share) | $ 12.87 | $ 0 |
Granted (in USD per share) | 12.87 | 0 |
Settled in cash in period (in USD per share) | $ 12.87 | |
Outstanding, Ending balance (in USD per share) | $ 12.87 |
Stock Compensation Plans - Rang
Stock Compensation Plans - Ranges of Underlying Assumptions Used in BSM Option Pricing Model to Determine Fair Value of Stock Options Granted to Employees and Nonemployees (Detail) - 2019 Omnibus Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.71% |
Expected dividend yield | 0.00% |
Expected volatility | 75.30% |
Expected term of options (years) | 5 years 10 months 24 days |
Stock Compensation Plans - Sche
Stock Compensation Plans - Schedule of Stock-based Compensation Expense for Stock Awards Recognized (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | $ 6,512 | $ 0 |
Employee | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | 8,560 | 0 |
Employee | Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | 1,824 | 0 |
Employee | General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | $ 6,736 | $ 0 |
Income Taxes - Net Loss before
Income Taxes - Net Loss before Income Tax Based on Jurisdictions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | ||
Net loss before income tax | $ (44,759) | $ (11,542) |
Federal | United States | ||
Income Tax Contingency [Line Items] | ||
Net loss before income tax | (20,258) | 0 |
Foreign | Germany | ||
Income Tax Contingency [Line Items] | ||
Net loss before income tax | (23,674) | (11,445) |
Foreign | Foreign | ||
Income Tax Contingency [Line Items] | ||
Net loss before income tax | $ (827) | $ (97) |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Detail) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 27.50% |
State tax (net of federal benefit) | 0.00% | 0.00% |
Foreign rate differential | 3.30% | 0.00% |
Stock options | (1.10%) | 0.00% |
Other | (3.00%) | 0.00% |
Change in valuation allowance | (20.20%) | (27.50%) |
Effective tax rate | 0.00% | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 16,357 | $ 0 |
Federal and state tax credits | 0 | 0 |
Stock-based compensation | 24 | 0 |
Foreign net operating loss carryforwards | 12,237 | 6,020 |
Other, net | 1,104 | 0 |
Total deferred tax assets | 29,722 | 6,020 |
Less valuation allowance | (29,722) | (6,020) |
Total deferred tax assets net of valuation allowance | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Apr. 12, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 11, 2019 |
Operating Loss Carryforwards [Line Items] | ||||
Current income tax expense | $ 0 | $ 0 | ||
Deferred income tax expense | 0 | 0 | ||
Valuation allowance increase | $ 16,400,000 | 23,700,000 | $ 3,000,000 | |
Section 382 annual limitation on NOL's | 800,000 | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 77,900,000 | $ 61,800,000 | ||
Foreign | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 44,900,000 | |||
Prior to 2018 | Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 15,600,000 | |||
2018 and 2019 | Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 62,300,000 |
Selected Quarterly Data - Summa
Selected Quarterly Data - Summarized Quarterly Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Operating expenses | $ 8,186 | $ 9,177 | $ 15,007 | $ 4,662 | $ 5,234 | $ 1,805 | $ 2,670 | $ 2,288 | $ 37,032 | $ 11,997 |
Net loss | $ (7,691) | $ (8,215) | $ (14,714) | $ (4,313) | $ (4,812) | $ (1,797) | $ (2,670) | $ (2,263) | $ (34,933) | $ (11,542) |
Basic and diluted net loss per share (usd per share) | $ (0.75) | $ (0.82) | $ (1.52) | $ (5.09) | $ (5.68) | $ (2.12) | $ (3.15) | $ (2.67) | $ (4.52) | $ (13.63) |