Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 04, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Registrant Name | PRECISION BIOSCIENCES INC | |
Entity Central Index Key | 0001357874 | |
Trading Symbol | DTIL | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Common Stock, Shares Outstanding | 52,480,469 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 001-38841 | |
Entity Tax Identification Number | 20-4206017 | |
Entity Address, Address Line One | 302 East Pettigrew St. | |
Entity Address, Address Line Two | Suite A-100 | |
Entity Address, City or Town | Durham | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27701 | |
City Area Code | 919 | |
Local Phone Number | 314-5512 | |
Title of 12(b) Security | Common Stock, par value $0.000005 per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 104,148 | $ 180,886 |
Accounts receivable | 10,116 | 965 |
Prepaid expenses | 8,235 | 9,497 |
Other current assets | 61 | 2,324 |
Total current assets | 122,560 | 193,672 |
Property, equipment, and software—net | 36,494 | 39,571 |
Intangible assets—net | 1,387 | 1,432 |
Right-of-use assets | 6,691 | |
Other assets | 1,555 | 558 |
Total assets | 168,687 | 235,233 |
Current liabilities: | ||
Accounts payable | 959 | 2,037 |
Accrued compensation | 4,665 | 4,425 |
Accrued clinical and research and development expenses | 3,824 | 2,400 |
Accrued other expenses and other current liabilities | 1,443 | 1,584 |
Deferred revenue | 29,219 | 16,486 |
Lease liabilities | 1,873 | |
Total current liabilities | 41,983 | 26,932 |
Deferred revenue—noncurrent | 53,789 | 65,895 |
Deferred rent—noncurrent | 4,092 | |
Lease liabilities—noncurrent | 9,091 | |
Total liabilities | 104,863 | 96,919 |
Commitments and contingencies (Note 4) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value— 10,000,000 shares authorized as of September 30, 2020 and December 31, 2019; no shares issued and outstanding as of September 30, 2020 and December 31, 2019 | ||
Common stock; $0.000005 par value— 200,000,000 shares authorized as of September 30, 2020 and December 31, 2019; 53,285,492 shares issued and 52,475,020 shares outstanding as of September 30, 2020; 51,965,708 shares issued and 51,155,236 shares outstanding as of December 31, 2019 | ||
Additional paid-in capital | 327,396 | 316,333 |
Accumulated deficit | (262,620) | (177,067) |
Treasury stock | (952) | (952) |
Total stockholders’ equity | 63,824 | 138,314 |
Total liabilities and stockholders’ equity | $ 168,687 | $ 235,233 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.000005 | $ 0.000005 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 53,285,492 | 51,965,708 |
Common stock, shares outstanding | 52,475,020 | 51,155,236 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 7,363 | $ 4,865 | $ 15,439 | $ 15,716 |
Operating expenses | ||||
Research and development | 24,873 | 19,791 | 74,935 | 62,512 |
General and administrative | 8,534 | 7,052 | 26,852 | 18,547 |
Total operating expenses | 33,407 | 26,843 | 101,787 | 81,059 |
Loss from operations | (26,044) | (21,978) | (86,348) | (65,343) |
Other income (expense), net: | ||||
Change in fair value of convertible notes payable | (9,758) | |||
Interest expense | (182) | |||
Interest income | 28 | 1,236 | 795 | 3,322 |
Total other income (expense), net | 28 | 1,236 | 795 | (6,618) |
Net loss and net loss attributable to common stockholders | $ (26,016) | $ (20,742) | $ (85,553) | $ (71,961) |
Net loss per share attributable to common stockholders- basic and diluted | $ (0.50) | $ (0.41) | $ (1.65) | $ (1.85) |
Weighted average shares of common stock outstanding- basic and diluted | 52,346,715 | 50,623,665 | 51,858,032 | 39,002,304 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect Period of Adoption Adjustment | Series A Convertible Preferred Stock | Series A Convertible Preferred StockInitial Public Offering | Series B Convertible Preferred Stock | Series B Convertible Preferred StockInitial Public Offering | Common Stock | Common StockInitial Public Offering | Additional Paid-in Capital | Additional Paid-in CapitalInitial Public Offering | Accumulated Deficit | Accumulated DeficitCumulative Effect Period of Adoption Adjustment | Treasury Stock |
Beginning balance at Dec. 31, 2018 | $ 39,960 | $ 997 | $ 3 | $ 2 | $ 126,094 | $ (85,187) | $ 997 | $ (952) | |||||
Beginning balance, Shares at Dec. 31, 2018 | 25,650,000 | 21,956,095 | 16,717,117 | ||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201409Member | us-gaap:AccountingStandardsUpdate201409Member | |||||||||||
Stock option exercises | $ 107 | 107 | |||||||||||
Stock option exercises, Shares | 145,975 | ||||||||||||
Share-based compensation expense | 1,549 | 1,549 | |||||||||||
Net loss | (31,783) | $ (31,783) | |||||||||||
Ending balance at Mar. 31, 2019 | 10,830 | $ 3 | $ 2 | 127,750 | (115,973) | (952) | |||||||
Ending balance, Shares at Mar. 31, 2019 | 25,650,000 | 21,956,095 | 16,863,092 | ||||||||||
Beginning balance at Dec. 31, 2018 | 39,960 | $ 997 | $ 3 | $ 2 | 126,094 | (85,187) | $ 997 | (952) | |||||
Beginning balance, Shares at Dec. 31, 2018 | 25,650,000 | 21,956,095 | 16,717,117 | ||||||||||
Net loss | (71,961) | ||||||||||||
Ending balance at Sep. 30, 2019 | 155,788 | 312,891 | (156,151) | (952) | |||||||||
Ending balance, Shares at Sep. 30, 2019 | 51,470,176 | ||||||||||||
Beginning balance at Mar. 31, 2019 | 10,830 | $ 3 | $ 2 | 127,750 | (115,973) | (952) | |||||||
Beginning balance, Shares at Mar. 31, 2019 | 25,650,000 | 21,956,095 | 16,863,092 | ||||||||||
Issuance of common stock upon conversion of convertible securities | 49,490 | $ (3) | $ (2) | 49,490 | $ 5 | ||||||||
Issuance of common stock in initial public offering, net of discounts and issuance costs | 130,543 | 130,543 | |||||||||||
Stock option exercises | 272 | 272 | |||||||||||
Stock option exercises, Shares | 230,272 | ||||||||||||
Share-based compensation expense | 2,279 | 2,279 | |||||||||||
Net loss | (19,436) | (19,436) | |||||||||||
Ending balance at Jun. 30, 2019 | 173,978 | 310,339 | (135,409) | (952) | |||||||||
Ending balance, Shares at Jun. 30, 2019 | 51,401,015 | ||||||||||||
Issuance of common stock upon conversion of convertible securities, shares | (25,650,000) | (21,956,095) | 2,921,461 | 22,301,190 | |||||||||
Issuance of common stock upon conversion of convertible securities, shares | (25,650,000) | (21,956,095) | 2,921,461 | 22,301,190 | |||||||||
Issuance of common stock in initial public offering, net of discounts and issuance costs, shares | 9,085,000 | ||||||||||||
Stock option exercises | 61 | 61 | |||||||||||
Stock option exercises, Shares | 69,161 | ||||||||||||
Share-based compensation expense | 2,491 | 2,491 | |||||||||||
Net loss | (20,742) | (20,742) | |||||||||||
Ending balance at Sep. 30, 2019 | 155,788 | 312,891 | (156,151) | (952) | |||||||||
Ending balance, Shares at Sep. 30, 2019 | 51,470,176 | ||||||||||||
Beginning balance at Dec. 31, 2019 | 138,314 | 316,333 | (177,067) | (952) | |||||||||
Beginning balance, Shares at Dec. 31, 2019 | 51,965,708 | ||||||||||||
Stock option exercises | 212 | 212 | |||||||||||
Stock option exercises, Shares | 244,999 | ||||||||||||
Issuance of common stock under employee stock purchase plan | 239 | 239 | |||||||||||
Issuance of common stock under employee stock purchase plan, Shares | 42,620 | ||||||||||||
Share-based compensation expense | 3,105 | 3,105 | |||||||||||
Net loss | (26,836) | (26,836) | |||||||||||
Ending balance at Mar. 31, 2020 | 115,034 | 319,889 | (203,903) | (952) | |||||||||
Ending balance, Shares at Mar. 31, 2020 | 52,253,327 | ||||||||||||
Beginning balance at Dec. 31, 2019 | $ 138,314 | 316,333 | (177,067) | (952) | |||||||||
Beginning balance, Shares at Dec. 31, 2019 | 51,965,708 | ||||||||||||
Stock option exercises, Shares | 1,193,556 | ||||||||||||
Net loss | $ (85,553) | ||||||||||||
Ending balance at Sep. 30, 2020 | 63,824 | 327,396 | (262,620) | (952) | |||||||||
Ending balance, Shares at Sep. 30, 2020 | 53,285,492 | ||||||||||||
Beginning balance at Mar. 31, 2020 | 115,034 | 319,889 | (203,903) | (952) | |||||||||
Beginning balance, Shares at Mar. 31, 2020 | 52,253,327 | ||||||||||||
Stock option exercises | 148 | 148 | |||||||||||
Stock option exercises, Shares | 725,574 | ||||||||||||
Share-based compensation expense | 3,118 | 3,118 | |||||||||||
Net loss | (32,701) | (32,701) | |||||||||||
Ending balance at Jun. 30, 2020 | 85,599 | 323,155 | (236,604) | (952) | |||||||||
Ending balance, Shares at Jun. 30, 2020 | 52,978,901 | ||||||||||||
Stock option exercises | 131 | 131 | |||||||||||
Stock option exercises, Shares | 222,983 | ||||||||||||
Issuance of common stock under employee stock purchase plan | 401 | 401 | |||||||||||
Issuance of common stock under employee stock purchase plan, Shares | 83,608 | ||||||||||||
Share-based compensation expense | 3,709 | 3,709 | |||||||||||
Net loss | (26,016) | (26,016) | |||||||||||
Ending balance at Sep. 30, 2020 | $ 63,824 | $ 327,396 | $ (262,620) | $ (952) | |||||||||
Ending balance, Shares at Sep. 30, 2020 | 53,285,492 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (85,553) | $ (71,961) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,587 | 3,508 |
Share-based compensation | 9,932 | 6,319 |
Loss on disposal of assets | 22 | |
Non-cash interest expense | 182 | |
Change in fair value of convertible notes payable | 9,758 | |
Amortization of right-of-use assets | 755 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 1,262 | (1,826) |
Accounts receivable | (9,151) | 273 |
Other assets and other current assets | 2,185 | (601) |
Accounts payable | (1,337) | 597 |
Accrued other expenses and other current liabilities | 2,023 | 4,862 |
Deferred revenue | 627 | (1,592) |
Lease liabilities and right-of-use assets | (1,264) | |
Net cash used in operating activities | (73,934) | (50,459) |
Cash flows from investing activities: | ||
Purchases of property, equipment and software | (3,935) | (19,137) |
Net cash used in investing activities | (3,935) | (19,137) |
Cash flows from financing activities: | ||
Proceeds from stock option exercises | 491 | 440 |
Proceeds from employee stock purchase plan | 640 | |
Deferred offering costs | (2,507) | |
Issuance of convertible notes | 39,550 | |
Proceeds from IPO, net of underwriting discounts and commissions | 135,185 | |
Net cash provided by financing activities | 1,131 | 172,668 |
Net increase (decrease) in cash and cash equivalents | (76,738) | 103,072 |
Cash and cash equivalents—beginning of period | 180,886 | 103,193 |
Cash and cash equivalents —end of period | 104,148 | 206,265 |
Supplemental disclosures of noncash financing and investing activities: | ||
Common stock issued on conversion of convertible notes | 49,490 | |
Property, equipment and software additions included in accounts payable, accrued expenses and other current liabilities | $ 851 | $ 3,524 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Precision BioSciences, Inc. (the “Company”) was incorporated on January 26, 2006 under the laws of the State of Delaware and is based in Durham, North Carolina. The Company is dedicated to improving life through the application of its pioneering, proprietary ARCUS genome editing platform to treat human diseases and create healthy and sustainable food and agricultural solutions. The Company is actively developing product candidates through two reportable segments: Therapeutics and Food. The Therapeutics segment is focused on allogeneic CAR T cell immunotherapy and in vivo The Company’s wholly (100%) owned subsidiary, Precision PlantSciences, Inc., was incorporated on January 4, 2012. Precision PlantSciences, Inc. amended its certificate of incorporation on January 16, 2018 to change its name to Elo Life Systems, Inc. Elo Life Systems Australia Pty Ltd was incorporated on May 29, 2018 as a 100% owned subsidiary of Elo Life Systems, Inc. Additionally, the Company’s 100% owned subsidiary Precision BioSciences UK Limited was incorporated on June 17, 2019. The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Since its inception, the Company has devoted substantially all of its efforts to research and development activities, recruiting skilled personnel, developing manufacturing processes, establishing its intellectual property portfolio and providing general and administrative support for these operations. The Company is subject to a number of risks similar to those of other companies conducting high-risk, early-stage research and development of product candidates. Principal among these risks are dependence on key individuals and intellectual property, competition from other products and companies, and the technical risks associated with the successful research, development and clinical manufacturing of its product candidates. The Company’s success is dependent upon its ability to continue to raise additional capital in order to fund ongoing research and development, obtain regulatory approval of its products, successfully commercialize its products, generate revenue, meet its obligations, and, ultimately, attain profitable operations. On April 1, 2019, the Company completed its initial public offering (“IPO”) in which the Company issued and sold 9,085,000 shares In connection with the IPO, on March 15, 2019 the Company effected a reverse split of shares of the Company’s common stock on a 1-for-2.134686 basis (the “Reverse Stock Split”) of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for the Company’s Series A and Series B preferred stock. Accordingly, all common shares, stock option shares, and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect this Reverse Stock Split and adjustment of the preferred stock conversion ratios. Authorized common shares were not affected by the Reverse Stock Split. Upon the closing of the IPO, all of the outstanding shares of convertible preferred stock automatically converted into 22,301,190 shares of common stock at the applicable ratio then in effect and the outstanding convertible notes payable including accrued interest were settled into 2,921,461 shares of common stock (see Note 5). Subsequent to the closing of the IPO, there were no shares of Series A or Series B convertible preferred stock or convertible notes payable outstanding. Management believes that existing cash, cash equivalents, expected operational receipts and available credit will allow the Company to continue its operations into 2022. In the absence of a significant source of recurring revenue, the continued viability of the Company beyond that point is dependent on its ability to continue to raise additional capital to finance its operations. There can be no assurance that the Company will be able to obtain sufficient capital to cover its costs on acceptable terms, if at all. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements and notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”), have been condensed or omitted pursuant to those rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 10, 2020. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the Company’s consolidated financial position as of September 30, 2020 and consolidated results of operations for the three and nine months ended September 30, 2020 and 2019 and the consolidated cash flows for the nine months ended September 30, 2020 and 2019, have been made. The Company’s consolidated results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2020. Summary of Significant Accounting Policies Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases Financial Instruments — Credit losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Lease liabilities and corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as prepaid and deferred rent. In calculating the present value of the lease payments, the Company has elected to apply the discount rate based on the remaining lease term as of the transition date, January 1, 2020. As the rate implicit in the lease is not readily determinable, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has elected to account for the lease and non-lease components of each of its operating leases as a single lease component. The operating right-of-use asset recorded on the balance sheet is amortized on a straight-line basis as lease expense. Revenue Recognition for Contracts with Customers The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements. Effective January 1, 2019, the Company adopted ASU No. 2014-09, Revenue: Revenue from Contracts with Customers Revenue Recognition At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the performance obligations promised in the contract that are based on goods and services that will be transferred to the customer and determines whether those obligations are both (i) capable of being distinct and (ii) distinct in the context of the contract. Goods or services that meet these criteria are considered distinct performance obligations. If both these criteria are not met, the goods and services are combined into a single performance obligation. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, these options are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method. For the nine months ended September 30, 2020, the Company recorded cumulative catch up adjustments that reduced revenue recognition by $5.2 million, in addition to a contract liability adjustment, for changes in total estimated effort to be incurred in the future to satisfy the performance obligation and changes to the transaction price related to variable consideration for development milestones that were constrained in prior periods. Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue within current liabilities in the accompanying condensed consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue – noncurrent. Amounts recognized as revenue, but not yet received or invoiced are generally recognized as contract assets in the Other current assets line item in the condensed consolidated balance sheets. During the nine months ended September 30, 2020, the Company recognized $8.3 million in revenue that was included in the deferred revenue balance as of December 31, 2019. Milestone Payments – If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. Royalties – For arrangements that include sales-based royalties, including milestone payments based on a level of sales, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Significant Financing Component – In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assessed each of its revenue arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements. Collaborative Arrangements – The Company has entered into collaboration agreements, which are within the scope of ASC 606, to discover, develop, manufacture and commercialize product candidates. The terms of these agreements typically contain multiple promises or obligations, which may include: (1) licenses, or options to obtain licenses, to use the Company’s technology, (2) research and development activities to be performed on behalf of the collaboration partner, and (3) in certain cases, services in connection with the manufacturing of preclinical and clinical material. Payments the Company receives under these arrangements typically include one or more of the following: non-refundable, upfront license fees; option exercise fees; funding of research and/or development efforts; clinical and development, regulatory, and sales milestone payments; and royalties on future product sales. The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements For a complete discussion of accounting for collaboration revenues, see Note 8, “Collaboration and license agreements.” Accounting Standards Updates In February 2016, the FASB issued ASU 2016-02, Leases Financial Instruments — Credit losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), In May 2014, the FASB issued ASC 606, which superseded the revenue requirements in ASC 605. In 2015 and 2016, the FASB issued additional ASUs related to ASC 606 that delayed the effective date of the guidance and clarified various aspects of the new revenue guidance, including principal versus agent considerations, identifying performance obligations, and licensing, and they include other improvements and practical expedients. Effective January 1, 2019, the Company adopted ASC 606 using the modified retrospective transition method. As a result of adopting ASC 606, the Company recorded a $1.0 million transition adjustment in the first quarter of 2019 to reduce the opening balance of accumulated deficit as of January 1, 2019 primarily as a result of the treatment of the up-front consideration received from the Company’s collaboration agreements under prior revenue recognition guidance. Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measuremen In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808)—Clarifying the Interaction between Topic 808 and ASC 606 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 2 : STOCKHOLDERS’ EQUITY Capital Structure Upon the closing of the IPO, all of the Company’s outstanding shares of the Series A and Series B convertible preferred stock automatically converted into 22,301,190 shares of common stock and the Company’s outstanding convertible notes payable including accrued interest converted into 2,921,461 shares of common stock at the applicable conversion ratio. Subsequent to the closing of the IPO, there were no shares of preferred stock outstanding. On April 1, 2019, the Company filed an amendment to its amended and restated certificate of incorporation pursuant to which, among other things, the Company increased its authorized shares to 210,000,000 shares of capital stock, of which 200,000,000 shares were designated as $0.000005 par value common stock and 10,000,000 shares were designated as $0.0001 par value preferred stock. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 3 : SHARE-BASED COMPENSATION Under the terms of its equity incentive award plans, the Company’s board of directors may grant equity or equity-based awards to employees, directors and service providers. The Company granted stock options under the 2006 Stock Incentive Plan (“2006 Plan”) until April 2015 when the 2015 Stock Incentive Plan (“2015 Plan”) was adopted. The 2006 Plan expired in 2016 and there are no remaining shares available to be granted under the 2006 Plan. There were 739,781 stock options outstanding under the 2006 Plan as of September 30, 2020. Upon adoption of the 2015 Plan, there were 5,270,095 shares of common stock reserved for issuance. In May 2018, the Company amended the 2015 Plan to increase the number of shares reserved for issuance to 8,211,980. The 2015 Plan had 4,630,268 stock options outstanding as of September 30, 2020. The Company’s board of directors determines the terms of stock options granted under the 2015 Plan, including option exercise prices and vesting. On March 12, 2019, the Company’s board of directors adopted, and the Company’s stockholders approved the Precision BioSciences, Inc. 2019 Incentive Award Plan (“2019 Plan”) and the 2019 Employee Stock Purchase Plan (“2019 ESPP”), both of which became effective on March 27, 2019. On March 27, 2019, the Company ceased granting new awards under the 2015 Plan. The 2019 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other share-based awards initially equal to 4,750,000 shares of common stock. The 2019 Plan provides for an annual increase to the number of shares of common stock available for issuance on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029 by an amount equal to the lesser of (i) 4% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as determined by the board of directors. The number of shares available for issuance under the 2019 Plan was increased by 2,046,209 on January 1, 2020 pursuant to this provision. Any shares that are subject to awards outstanding under the Company’s 2006 Plan and 2015 Plan as of the effective date of the 2019 Plan that expire, lapse, or are terminated, exchanged for cash, surrendered, repurchased, or canceled without having been fully exercised or forfeited, to the extent so unused, will become available for award grants under the 2019 Plan. The 2019 Plan had 5,054,217 stock options outstanding as of September 30, 2020. Up to 525,000 shares of the Company’s common stock were initially reserved for issuance under the 2019 ESPP. The 2019 ESPP provides for an annual increase to the number of shares available for issuance on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029 by an amount equal to the lesser of (i) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our board of directors. The number of shares available for issuance under the 2019 ESPP was increased by 511,552 shares on January 1, 2020 pursuant to this provision. No more than 5,250,000 shares of the Company’s common stock may be issued under the 2019 ESPP. The purchase price of the shares, in the absence of a contrary designation, will be 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the purchase date. The first ESPP offering period commenced on October 21, 2019 and ended on February 29, 2020; 42,620 shares were issued with respect to this offering period. The second ESPP offering period commenced on March 1, 2020 and ended on August 31, 2020; 83,608 shares were issued with respect to this offering period. The next ESPP offering period commenced on September 1, 2020 and will end on February 28, 2021. The Company recognized share-based compensation expense related to the ESPP of $0.3 million during the nine months ended September 30, 2020. The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Employee $ 3,376 $ 2,328 $ 9,155 $ 5,905 Nonemployee 333 163 777 414 $ 3,709 $ 2,491 $ 9,932 $ 6,319 Share-based compensation expense is included in the following line items in the condensed Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Research and development $ 2,220 $ 1,615 $ 6,028 $ 4,131 General and administrative 1,489 876 3,904 2,188 $ 3,709 $ 2,491 $ 9,932 $ 6,319 Determining the appropriate fair value model to measure the fair value of the stock option grants on the date of grant and the related assumptions requires judgment. The fair value of each stock option grant is estimated using a Black-Scholes option-pricing model on the date of grant as follows: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Estimated dividend yield 0.00 % 0.00 % Weighted-average expected stock price volatility 73.53 % 73.75 % Weighted-average risk-free interest rate 0.39 % 0.61 % Expected life of options (in years) 6.55 6.56 Weighted-average fair value per option $ 4.27 $ 4.90 The expected volatility rates are estimated based on the actual volatility of comparable public companies over the expected term. The expected term represents the average time that stock options that vest are expected to be outstanding. The Company does not have sufficient history of exercising stock options to estimate the expected term of employee stock options and thus utilizes a weighted value considering actual history and estimated expected term based on the midpoint of final vest date and expiration date. The risk-free rate is based on the United States Treasury yield curve during the expected life of the option. The following table summarizes activity in the Company’s stock option plans for the nine months ended September 30, 2020: Outstanding Option Shares Weighted-Average Exercise Price Balance as of January 1, 2020 8,919,116 $ 7.02 Granted 3,506,334 7.39 Exercised (1,193,556 ) 0.41 Forfeited/canceled (807,628 ) 7.75 Balance as of September 30, 2020 10,424,266 $ 7.84 The intrinsic value of stock options exercised was $8.2 million and $5.3 million during the nine months ended September 30, 2020 and 2019, respectively. There was approximately $33.1 million of total unrecognized compensation cost related to unvested stock options as of September 30, 2020, which is expected |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4 : COMMITMENTS AND CONTINGENCIES Litigation The Company is not subject to any material legal proceedings. COVID-19 Pandemic In March 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus known as COVID-19 as a global pandemic. The Company has taken steps in line with guidance from the U.S. Centers for Disease Control and Prevention (“CDC”) and the State of North Carolina to protect the health and safety of its employees and the community. In May 2020, North Carolina Governor Roy Cooper enacted Executive Order No. 141, which lifted the statewide Stay at Home Order and moved to a Safer at Home recommendation. As a result of Executive Order No. 141, the Company was able to ease previously enacted restrictions on its on-site activities, increasing its manufacturing functions and laboratory and support activities during the three months ended September 30, 2020. The Company is working closely with its clinical sites, physician partners and the patient community to monitor and manage the impact of the COVID-19 pandemic. The Company remains committed to its clinical programs and development plans, however, disruptions, competing resource demands and safety concerns caused by the COVID-19 pandemic have caused delays in the Company’s clinical trial site activation and impacted its ability to enroll patients. The Company may also experience other difficulties, disruptions or delays in conducting preclinical studies or initiating, enrolling, conducting or completing its planned and ongoing clinical trials, and the Company may incur other unforeseen costs as a result. While the extent to which COVID-19 may continue to impact the Company’s future results will depend on future developments, the pandemic and associated economic impacts could result in a material impact to the Company’s future financial condition, results of operations and cash flows. The Company is continuing to assess the impact of the COVID-19 pandemic to best mitigate risk and continue the operations of its business. Leases The Company has operating leases for real estate in North Carolina and does not have any finance leases. During the nine months ended September 30, 2020, the Company entered into four amendments to existing real estate leases. Two of the amendments relate to the Company’s MCAT facility (the “MCAT Expansion Space”) and two of the amendments relate to the Company’s corporate headquarters (the “Headquarters Expansion Space”). The Company is involved in the construction and design of the MCAT Expansion Space and anticipates that it will incur construction costs, subject to an allowance for tenant improvements of up to $0.9 million. The related lease expires on August 31, 2027. Total base rent on the MCAT Expansion Space is $0.5 million per year, subject to an annual upward adjustment of 3.0%. The Company is subject to a two month free-rent period on the MCAT Expansion Space. The lease commencement date, for accounting purposes, for the MCAT Expansion Space was not reached as of September 30, 2020 and therefore the lease is not included in the Company’s right-of-use assets or lease liabilities as of September 30, 2020. The Headquarters Expansion Space lease expires on July 31, 2024. Total base rent on the Headquarters Expansion Space is an amount less than $0.1 million per year, subject to an annual upward adjustment of 3.0%. As of September 30, 2020, right-of-use assets and lease liabilities of $0.2 million are reflected on the condensed consolidated balance sheet related to the Headquarters Expansion Space. Variable lease payments on the MCAT Expansion Space and Headquarters Expansion Space include the Company’s allocated share of costs incurred and expenditures made by the landlord in the operation and management of the building. Many of the Company’s leases contain options to renew and extend lease terms and options to terminate leases early. Reflected in the right-of-use asset and lease liability on the Company’s balance sheet are the periods provided by renewal and extension options that the Company is reasonably certain to exercise, as well as the periods provided by termination options that the Company is reasonably certain to not exercise. The Company has existing leases that include variable lease payments that are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred. Such payments primarily include common area maintenance charges and fluctuations in rent payments that are driven by factors such as future changes in an index (e.g. the Consumer Price Index). The Company has existing net leases in which the non-lease components (e.g., common area maintenance, consumables, etc.) are paid separately from rent based on actual costs incurred and therefore are not included in the right-of-use asset and lease liability but rather reflected as an expense in the period incurred. (in thousands) Nine Months Ended September 30, 2020 Lease Cost Operating lease cost $ 1,431 Short-term lease cost 292 Variable lease cost 713 Total Lease Cost $ 2,436 Other Information Operating cash flows used for operating leases 1,917 Operating lease liabilities arising from obtaining right-of-use assets 623 Operating Leases Weighted average remaining lease term (in years) 5.0 Operating Leases Weighted average discount rate 7.9 % Future lease payments under non-cancelable leases with terms of greater than one year as of September 30, 2020, were as follows: (in thousands) September 30, 2020 2020 (excluding the 9 months ended September 30, 2020) $ 655 2021 2,685 2022 2,769 2023 2,848 2024 2,134 2025 and beyond 2,194 Total lease payments 13,285 Less: imputed interest 2,321 Total operating lease liabilities $ 10,964 Minimum lease payments under operating leases as of December 31, 2019 under superseded ASC 840 Leases accounting guidance were as follows: (in thousands) December 31, 2019 2020 $ 2,706 2021 3,099 2022 3,196 2023 3,288 2024 2,611 2025 and beyond 3,066 Total minimum lease payments $ 17,966 Supply Agreements The Company enters into contracts in the normal course of business with contract manufacturing organizations (“CMOs”) for the manufacture of clinical trial materials and contract research organizations (“CROs”) for clinical trial services. These agreements provide for termination at the request of either party with less than one-year notice and are, therefore, cancelable contracts and, if canceled, are not anticipated to have a material effect on the condensed |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 5 : DEBT In March 2019, the Company entered into a note purchase agreement pursuant to which it sold and issued an aggregate of $39.6 million of convertible notes payable (the “2019 Notes”). The 2019 Notes accrued interest at a rate of 6% per annum. The 2019 Notes were settled in 2,921,461 shares of common stock in connection with the closing of the Company’s IPO (see Note 1) at a settlement price of $13.60 per share (equal to 85% of the IPO price per share). On issuance, the Company elected to account for the 2019 Notes at fair value with any changes in fair value being recognized through the condensed consolidated statements of operations until the 2019 Notes are settled. The fair value of the 2019 Notes was determined to be $39.6 million on issuance and $49.4 million as of April 1, 2019, the settlement date. Revolving Line On June 23, 2020, the Company and Pacific Western Bank (“Bank”) entered into the Third Amendment to Loan and Security Agreement to the revolving line of credit agreement dated as of May 15, 2019 (as amended, the “Pacific Western Loan”). The aggregate availability under the Pacific Western Loan is $30.0 million. The Pacific Western Loan matures on June 23, 2022, provided that, if the Company receives aggregate cash proceeds of at least $125.0 million from the issuance of the Company’s equity securities and/or upfront cash proceeds from strategic partnerships on terms and conditions reasonably satisfactory to the Bank, the maturity date shall then instead be June 23, 2023. All outstanding principal amounts are due on the maturity date. The Company must also maintain an aggregate balance of unrestricted cash at Bank (not including amounts in certain specified accounts) equal to or greater than $10.0 million. The interest rate under the Pacific Western Loan is a variable annual rate equal to the greater of (a) 2.75% above the Prime Rate (as defined in the Pacific Western Loan), or (b) 6.00%. There have been no borrowings under the Pacific Western Loan as of the date of this Quarterly Report on Form 10-Q. The Company was in compliance with its financial covenants under the Pacific Western Loan as of September 30, 2020. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 : Income Taxes The Company estimates an annual effective tax rate of 0% for the year ending December 31, 2020 as the Company incurred losses for the nine months ended September 30, 2020 and is forecasting additional losses through the remainder of fiscal year ending December 31, 2020, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2020. Therefore, no federal or state income taxes are expected and none have been recorded at this time. Income taxes have been accounted for using the liability method. Due to the Company's history of losses since inception, there is not enough evidence at this time to support that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a full valuation allowance, since the Company does not currently believe that realization of its deferred tax assets is more likely than not. As of September 30, 2020, the Company had no unrecognized income tax benefits that would reduce the Company’s effective tax rate if recognized. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7 : FAIR VALUE MEASUREMENTS The carrying amounts of the Company’s financial instruments, including accounts receivable, accounts payable, and accrued expenses and other current liabilities, approximate their respective fair values due to their short-term nature. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis and to minimize the use of unobservable inputs when determining their fair value. The three tiers are defined as follows: Level 1—Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities Level 2—Inputs, other than quoted prices in active markets, that are observable either directly or indirectly Level 3—Unobservable inputs for which there is little or no market date, which require the Company to develop its own assumptions The Company classifies investments in money market funds within Level 1 as the prices are available from quoted prices in active markets. Investments in repurchase agreements are classified within Level 2 as these instruments are valued using observable market inputs including reported trades, broker/dealer quotes, bids and/or offers. As of September 30, 2020, the Company held an insignificant amount of cash equivalents. As of December 31, 2019, the Company held cash equivalents which are composed of money market funds and repurchase agreements that were purchased through repurchase intermediary banks and collateralized by deposits in the form of government securities and obligations. The following represents assets measured at fair value on a recurring basis by the Company (in thousands): September 30, 2020 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 11 $ 11 $ — $ — Repurchase agreements — — — — $ 11 $ 11 $ — $ — December 31, 2019 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 3,395 $ 3,395 $ — $ — Repurchase agreements 173,000 — 173,000 — $ 176,395 $ 3,395 $ 173,000 $ — |
Collaboration and License Agree
Collaboration and License Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
COLLABORATION AND LICENSE AGREEMENTS | NOTE 8 : COLLABORATION AND LICENSE AGREEMENTS Development and Commercial License Agreement with Servier On February 24, 2016, the Company entered into a development and commercial license agreement, as subsequently amended, with predecessor entities to Servier. This agreement establishes a collaboration between the Company and Servier to develop allogeneic chimeric antigen receptor T (“CAR T”) cell therapies for up to six unique antigen targets selected by Servier. Servier selected one target at the agreement’s inception and, in the three months ended September 30, 2020, selected two additional hematological cancer targets and two solid tumor targets. With the addition of these new targets, the Company expects to receive milestone payments in the remainder of 2020 and in 2021. The Company may also be eligible to receive option fees, as well as clinical, regulatory and sales milestone payments in addition to royalties on product sales. The Company granted Servier a development license and will perform early-stage R&D on the selected targets and develop the resulting therapeutic product candidates through Phase 1 clinical trials and manufacture clinical trial material for use in Phase 2 clinical trials. Also, the Company and Servier have formed a joint steering committee (“JSC”) to provide high-level oversight and decision making regarding the activities covered under the agreement. The Company recognizes revenue from the upfront payment of $105.0 million and variable consideration comprised of option fees and development and commercial milestones based on an input method in the form of research effort relative to expected research effort at the completion of the performance obligation, which is based on the actual time of R&D activities performed relative to expected time to be incurred in the future to satisfy the performance obligation. Management evaluates and adjusts the total expected research effort for the performance obligation on a quarterly basis based upon actual research accomplishments, changes in research approach as determined by the JSC, Servier’s selection and direction on antigen targets, and the probability of continuing research efforts in the future. The transfer of control occurs over this time period and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation. The remaining performance obligation is expected to be satisfied over an approximate five-year period as of September 30, 2020. During the nine months ended September 30, 2020 and 2019, the Company recognized revenue under the agreement with Servier of approximately $9.7 million and $4.4 million, respectively. Deferred revenue related to the agreement with Servier was $81.2 million and $80.9 million as of September 30, 2020 and December 31, 2019, respectively, of which $27.4 million and $15.0 million, respectively was included in current liabilities. No development or sales-based milestone payments were received during the nine months ended September 30, 2020 and 2019. Collaboration and License Agreement with Gilead On July 6, 2020 (the “Termination Notice Date”), Gilead Sciences (“Gilead”) notified the Company of its termination of the Collaboration and License Agreement between Gilead and the Company, dated September 10, 2018, as subsequently amended by Amendment No. 1 to the Collaboration and License Agreement, dated March 10, 2020 (as amended, the “Gilead Agreement”). Pursuant to the termination notice, the Gilead Agreement terminated on September 4, 2020, upon which the Company regained full rights and all data it generated for the in vivo Revenue associated with the combined performance obligation was recognized on a straight-line basis as the R&D services were provided through the Termination Notice Date. During the nine months ended September 30, 2020 and 2019, the Company recognized revenue under the Gilead Agreement of approximately $3.9 million and $10.0 million, respectively. The Company did not have deferred revenue related to the Gilead Agreement as of September 30, 2020. Deferred revenue was $1.5 million as of December 31, 2019. No development or sales-based milestone payments were received during the nine months ended September 30, 2020. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 9 : SEGMENT REPORTING The Company has developed a genome editing platform and performed related research for human therapeutic and agricultural applications. The Company’s Chief Operating Decision Maker (“CODM”) evaluates the Company’s financial performance based on two reportable segments: Therapeutics and Food. The Therapeutics segment is focused on the development of products in the field of immuno-oncology and of novel products outside immuno-oncology to treat human diseases. The Food segment is focused on applying ARCUS to develop food and nutrition products through collaboration agreements with consumer-facing companies. The CODM reviews segment performance and allocates resources based upon segment revenue and segment operating loss of the Therapeutics and Food reportable segments. Segment operating loss is derived by deducting operational cash expenditures, net, from GAAP revenue. Operational cash expenditures are cash disbursements made that are directly attributable to the reportable segment (including directly attributable research and development and property, equipment, and software expenditures). The Company previously allocated centralized research and development expenditures for early stage research, nuclease development and the purchase of general laboratory supplies to the Therapeutics and Food segments based on headcount and presented such allocated expenditures separately from segment operational cash expenditures. Beginning January 1, 2020, such allocated expenditures are included within segment operational cash expenditures. Prior period information was presented consistent with the current period presentation. Certain cost items are not allocated to the Company’s reportable segments. These cost items primarily consist of compensation and general operational expenses associated with the Company’s executive, business development, finance, operations, human resources and legal functions. The Company does not allocate non-cash income statement amounts to its reportable segments, such as share based compensation, depreciation and amortization, intangible asset impairment charges, non-cash interest expense and losses on the disposal of assets. When reconciling segment operating loss to consolidated loss from operations, the Company makes an adjustment to convert the cash expenditures to the accrual basis to reflect GAAP. All segment revenue is earned in the United States and there are no intersegment revenues. Additionally, the Company reports assets on a consolidated basis and does not allocate assets to its reportable segments for purposes of assessing segment performance or allocating resources. Presented below is the financial information with respect to the Company’s reportable segments: Three Months Ended September 30, (in thousands) 2020 2019 Change Revenue: Therapeutics $ 7,048 $ 4,719 $ 2,329 Food 315 146 169 Total segment revenue 7,363 4,865 2,498 Segment operational cash expenditures: Therapeutics 17,612 18,371 (759 ) Food 1,467 1,942 (475 ) Total segment operational cash expenditures 19,079 20,313 (1,234 ) Segment operating loss: Therapeutics (10,564 ) (13,652 ) 3,088 Food (1,152 ) (1,796 ) 644 Total segment operating loss (11,716 ) (15,448 ) 3,732 Adjustments to reconcile segment operating loss to consolidated loss from operations: Corporate general and administrative cash expenditures (6,308 ) (6,581 ) 273 Interest income received (28 ) (1,236 ) 1,208 Depreciation and amortization (2,229 ) (1,401 ) (828 ) Amortization of right-of-use asset (270 ) — (270 ) Share-based compensation (3,709 ) (2,491 ) (1,218 ) Loss on disposal of assets — — — Changes in prepaid expenses, accounts payable and accrued expenses (1,784 ) 5,179 (6,963 ) Total consolidated loss from operations $ (26,044 ) $ (21,978 ) $ (4,066 ) Nine Months Ended September 30, (in thousands) 2020 2019 Change Revenue: Therapeutics $ 13,541 $ 14,357 $ (816 ) Food 1,898 1,359 539 Total segment revenue 15,439 15,716 (277 ) Segment operational cash expenditures: Therapeutics $ 55,986 $ 53,024 $ 2,962 Food 5,873 6,126 (253 ) Total segment operational cash expenditures 61,859 59,150 2,709 Segment operating loss: Therapeutics $ (42,445 ) $ (38,667 ) $ (3,778 ) Food (3,975 ) (4,767 ) 792 Total segment operating loss (46,420 ) (43,434 ) (2,986 ) Adjustments to reconcile segment operating loss to consolidated loss from operations: Corporate general and administrative cash expenditures $ (22,925 ) $ (24,726 ) $ 1,801 Interest income received (795 ) (3,322 ) 2,527 Depreciation and amortization (6,587 ) (3,508 ) (3,079 ) Amortization of right-of-use asset (755 ) — (755 ) Share-based compensation (9,932 ) (6,319 ) (3,613 ) Loss on disposal of assets — (22 ) 22 Changes in prepaid expenses, accounts payable and accrued expenses 1,066 15,988 (14,922 ) Total consolidated loss from operations $ (86,348 ) $ (65,343 ) $ (21,005 ) |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Leases | Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases Financial Instruments — Credit losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Lease liabilities and corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as prepaid and deferred rent. In calculating the present value of the lease payments, the Company has elected to apply the discount rate based on the remaining lease term as of the transition date, January 1, 2020. As the rate implicit in the lease is not readily determinable, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company has elected to account for the lease and non-lease components of each of its operating leases as a single lease component. The operating right-of-use asset recorded on the balance sheet is amortized on a straight-line basis as lease expense. |
Revenue Recognition for Contracts with Customers | Revenue Recognition for Contracts with Customers The Company’s revenues are generated primarily through collaborative research, license, development and commercialization agreements. Effective January 1, 2019, the Company adopted ASU No. 2014-09, Revenue: Revenue from Contracts with Customers Revenue Recognition At contract inception, once the contract is determined to be within the scope of ASC 606, the Company evaluates the performance obligations promised in the contract that are based on goods and services that will be transferred to the customer and determines whether those obligations are both (i) capable of being distinct and (ii) distinct in the context of the contract. Goods or services that meet these criteria are considered distinct performance obligations. If both these criteria are not met, the goods and services are combined into a single performance obligation. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, these options are considered performance obligations. The exercise of a material right is accounted for as a contract modification for accounting purposes. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time this is based on the use of an output or input method. For the nine months ended September 30, 2020, the Company recorded cumulative catch up adjustments that reduced revenue recognition by $5.2 million, in addition to a contract liability adjustment, for changes in total estimated effort to be incurred in the future to satisfy the performance obligation and changes to the transaction price related to variable consideration for development milestones that were constrained in prior periods. Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue within current liabilities in the accompanying condensed consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue – noncurrent. Amounts recognized as revenue, but not yet received or invoiced are generally recognized as contract assets in the Other current assets line item in the condensed consolidated balance sheets. During the nine months ended September 30, 2020, the Company recognized $8.3 million in revenue that was included in the deferred revenue balance as of December 31, 2019. Milestone Payments – If an arrangement includes development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. Royalties – For arrangements that include sales-based royalties, including milestone payments based on a level of sales, which are the result of a customer-vendor relationship and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Significant Financing Component – In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the licensees and the transfer of the promised goods or services to the licensees will be one year or less. The Company assessed each of its revenue arrangements in order to determine whether a significant financing component exists and concluded that a significant financing component does not exist in any of its arrangements. Collaborative Arrangements – The Company has entered into collaboration agreements, which are within the scope of ASC 606, to discover, develop, manufacture and commercialize product candidates. The terms of these agreements typically contain multiple promises or obligations, which may include: (1) licenses, or options to obtain licenses, to use the Company’s technology, (2) research and development activities to be performed on behalf of the collaboration partner, and (3) in certain cases, services in connection with the manufacturing of preclinical and clinical material. Payments the Company receives under these arrangements typically include one or more of the following: non-refundable, upfront license fees; option exercise fees; funding of research and/or development efforts; clinical and development, regulatory, and sales milestone payments; and royalties on future product sales. The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements For a complete discussion of accounting for collaboration revenues, see Note 8, “Collaboration and license agreements.” |
Accounting Standards Updates | Accounting Standards Updates In February 2016, the FASB issued ASU 2016-02, Leases Financial Instruments — Credit losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), In May 2014, the FASB issued ASC 606, which superseded the revenue requirements in ASC 605. In 2015 and 2016, the FASB issued additional ASUs related to ASC 606 that delayed the effective date of the guidance and clarified various aspects of the new revenue guidance, including principal versus agent considerations, identifying performance obligations, and licensing, and they include other improvements and practical expedients. Effective January 1, 2019, the Company adopted ASC 606 using the modified retrospective transition method. As a result of adopting ASC 606, the Company recorded a $1.0 million transition adjustment in the first quarter of 2019 to reduce the opening balance of accumulated deficit as of January 1, 2019 primarily as a result of the treatment of the up-front consideration received from the Company’s collaboration agreements under prior revenue recognition guidance. Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measuremen In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808)—Clarifying the Interaction between Topic 808 and ASC 606 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense | The Company recorded employee and nonemployee share-based compensation expense as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Employee $ 3,376 $ 2,328 $ 9,155 $ 5,905 Nonemployee 333 163 777 414 $ 3,709 $ 2,491 $ 9,932 $ 6,319 |
Schedule of Stock-Based Compensation Expense | Share-based compensation expense is included in the following line items in the condensed Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Research and development $ 2,220 $ 1,615 $ 6,028 $ 4,131 General and administrative 1,489 876 3,904 2,188 $ 3,709 $ 2,491 $ 9,932 $ 6,319 |
Schedule of Stock Options Valuation Assumptions Using a Black-Scholes Option Pricing Model | The fair value of each stock option grant is estimated using a Black-Scholes option-pricing model on the date of grant as follows: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Estimated dividend yield 0.00 % 0.00 % Weighted-average expected stock price volatility 73.53 % 73.75 % Weighted-average risk-free interest rate 0.39 % 0.61 % Expected life of options (in years) 6.55 6.56 Weighted-average fair value per option $ 4.27 $ 4.90 |
Summary of Activity of Option Plans | The following table summarizes activity in the Company’s stock option plans for the nine months ended September 30, 2020: Outstanding Option Shares Weighted-Average Exercise Price Balance as of January 1, 2020 8,919,116 $ 7.02 Granted 3,506,334 7.39 Exercised (1,193,556 ) 0.41 Forfeited/canceled (807,628 ) 7.75 Balance as of September 30, 2020 10,424,266 $ 7.84 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Components of Lease Expense | The elements of lease expense were as follows: (in thousands) Nine Months Ended September 30, 2020 Lease Cost Operating lease cost $ 1,431 Short-term lease cost 292 Variable lease cost 713 Total Lease Cost $ 2,436 Other Information Operating cash flows used for operating leases 1,917 Operating lease liabilities arising from obtaining right-of-use assets 623 Operating Leases Weighted average remaining lease term (in years) 5.0 Operating Leases Weighted average discount rate 7.9 % |
Schedule of Future Lease Payments under Non- Canceleable Leases | Future lease payments under non-cancelable leases with terms of greater than one year as of September 30, 2020, were as follows: (in thousands) September 30, 2020 2020 (excluding the 9 months ended September 30, 2020) $ 655 2021 2,685 2022 2,769 2023 2,848 2024 2,134 2025 and beyond 2,194 Total lease payments 13,285 Less: imputed interest 2,321 Total operating lease liabilities $ 10,964 |
Schedule of Future Minimum Lease Payments | Minimum lease payments under operating leases as of December 31, 2019 under superseded ASC 840 Leases accounting guidance were as follows: (in thousands) December 31, 2019 2020 $ 2,706 2021 3,099 2022 3,196 2023 3,288 2024 2,611 2025 and beyond 3,066 Total minimum lease payments $ 17,966 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | The following represents assets measured at fair value on a recurring basis by the Company (in thousands): September 30, 2020 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 11 $ 11 $ — $ — Repurchase agreements — — — — $ 11 $ 11 $ — $ — December 31, 2019 Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 3,395 $ 3,395 $ — $ — Repurchase agreements 173,000 — 173,000 — $ 176,395 $ 3,395 $ 173,000 $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Financial Information with Respect to Company's Reportable Segments | Presented below is the financial information with respect to the Company’s reportable segments: Three Months Ended September 30, (in thousands) 2020 2019 Change Revenue: Therapeutics $ 7,048 $ 4,719 $ 2,329 Food 315 146 169 Total segment revenue 7,363 4,865 2,498 Segment operational cash expenditures: Therapeutics 17,612 18,371 (759 ) Food 1,467 1,942 (475 ) Total segment operational cash expenditures 19,079 20,313 (1,234 ) Segment operating loss: Therapeutics (10,564 ) (13,652 ) 3,088 Food (1,152 ) (1,796 ) 644 Total segment operating loss (11,716 ) (15,448 ) 3,732 Adjustments to reconcile segment operating loss to consolidated loss from operations: Corporate general and administrative cash expenditures (6,308 ) (6,581 ) 273 Interest income received (28 ) (1,236 ) 1,208 Depreciation and amortization (2,229 ) (1,401 ) (828 ) Amortization of right-of-use asset (270 ) — (270 ) Share-based compensation (3,709 ) (2,491 ) (1,218 ) Loss on disposal of assets — — — Changes in prepaid expenses, accounts payable and accrued expenses (1,784 ) 5,179 (6,963 ) Total consolidated loss from operations $ (26,044 ) $ (21,978 ) $ (4,066 ) Nine Months Ended September 30, (in thousands) 2020 2019 Change Revenue: Therapeutics $ 13,541 $ 14,357 $ (816 ) Food 1,898 1,359 539 Total segment revenue 15,439 15,716 (277 ) Segment operational cash expenditures: Therapeutics $ 55,986 $ 53,024 $ 2,962 Food 5,873 6,126 (253 ) Total segment operational cash expenditures 61,859 59,150 2,709 Segment operating loss: Therapeutics $ (42,445 ) $ (38,667 ) $ (3,778 ) Food (3,975 ) (4,767 ) 792 Total segment operating loss (46,420 ) (43,434 ) (2,986 ) Adjustments to reconcile segment operating loss to consolidated loss from operations: Corporate general and administrative cash expenditures $ (22,925 ) $ (24,726 ) $ 1,801 Interest income received (795 ) (3,322 ) 2,527 Depreciation and amortization (6,587 ) (3,508 ) (3,079 ) Amortization of right-of-use asset (755 ) — (755 ) Share-based compensation (9,932 ) (6,319 ) (3,613 ) Loss on disposal of assets — (22 ) 22 Changes in prepaid expenses, accounts payable and accrued expenses 1,066 15,988 (14,922 ) Total consolidated loss from operations $ (86,348 ) $ (65,343 ) $ (21,005 ) |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 01, 2019 | Mar. 15, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jan. 01, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Date of incorporation | Jan. 26, 2006 | |||||||
issuance costs | $ 2,507 | |||||||
Stockholders' equity, reverse stock split | 1-for-2.134686 | |||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Revenue recognition for changes in total estimated time to be incurred in the future to satisfy the performance obligation | $ 5,200 | |||||||
Revenue recorded included in deferred revenue | 8,300 | |||||||
Lease liabilities | 10,964 | $ 11,600 | ||||||
Right-of-use assets | 6,691 | 6,800 | ||||||
Reduction in deferred rent | $ 4,800 | |||||||
Transition adjustment to opening balance of accumulated deficit | $ (262,620) | $ (177,067) | ||||||
ASU 2014-09 | Adjustments | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Transition adjustment to opening balance of accumulated deficit | $ (1,000) | |||||||
Common Stock | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Issuance of common stock upon conversion of convertible securities, shares | 2,921,461 | |||||||
Initial Public Offering | Series A and Series B Convertible Preferred Stock | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Preferred stock, shares outstanding | 0 | |||||||
Initial Public Offering | Common Stock | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Shares issued and sold | 9,085,000 | |||||||
Shares issued and sold, public offering price | $ 16 | |||||||
Proceeds from issuance, net of underwriting discounts, commissions and issuance cost | $ 130,500 | |||||||
Underwriting discount and commission | 10,200 | |||||||
issuance costs | $ 4,600 | |||||||
Issuance of common stock upon conversion of convertible securities, shares | 22,301,190 | |||||||
Initial Public Offering | Common Stock | Convertible Notes Payable (2019 Notes) | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Issuance of common stock upon conversion of convertible securities, shares | 2,921,461 | |||||||
Initial Public Offering | Common Stock | Series A and Series B Convertible Preferred Stock | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Issuance of common stock upon conversion of convertible securities, shares | 22,301,190 | |||||||
Precision PlantSciences, Inc. | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Date of incorporation | Jan. 4, 2012 | |||||||
Percentage owned in subsidiary | 100.00% | |||||||
Amended date of incorporation | Jan. 16, 2018 | |||||||
Amended name of incorporation | Elo Life Systems, Inc | |||||||
Elo Life Systems Australia Pty Ltd | Subsidiary Issuer | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Date of incorporation | May 29, 2018 | |||||||
Percentage owned in subsidiary | 100.00% | |||||||
Precision BioSciences UK Limited | ||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Date of incorporation | Jun. 17, 2019 | |||||||
Percentage owned in subsidiary | 100.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Apr. 01, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Stockholders' Equity [Line Items] | ||||
Preferred stock, shares outstanding | 0 | 0 | ||
Common and prferred stocks, shares authorized | 210,000,000 | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Common stock, par value | $ 0.000005 | $ 0.000005 | $ 0.000005 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock | ||||
Stockholders' Equity [Line Items] | ||||
Common stock issued upon conversion of convertible notes | 2,921,461 | |||
Initial Public Offering | Series A and Series B Convertible Preferred Stock | ||||
Stockholders' Equity [Line Items] | ||||
Preferred stock, shares outstanding | 0 | |||
Initial Public Offering | Common Stock | ||||
Stockholders' Equity [Line Items] | ||||
Common stock issued upon conversion of convertible notes | 22,301,190 | |||
Initial Public Offering | Common Stock | Convertible Notes Payable (2019 Notes) | ||||
Stockholders' Equity [Line Items] | ||||
Common stock issued upon conversion of convertible notes | 2,921,461 | |||
Initial Public Offering | Common Stock | Series A and Series B Convertible Preferred Stock | ||||
Stockholders' Equity [Line Items] | ||||
Common stock issued upon conversion of convertible notes | 22,301,190 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | Feb. 28, 2021 | Sep. 01, 2020 | Aug. 31, 2020 | Mar. 01, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | Oct. 21, 2019 | Mar. 12, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | May 31, 2018 | Apr. 30, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Options outstanding | 8,919,116 | 10,424,266 | ||||||||||
Common stock, shares issued | 51,965,708 | 53,285,492 | ||||||||||
Unrecognized compensation cost | $ 33,100,000 | |||||||||||
Weighted-average period for recognition of compensation cost | 2 years 8 months 12 days | |||||||||||
Intrinsic value of Stock options exercised | $ 8,200,000 | $ 5,300,000 | ||||||||||
2006 Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Remaining shares available to be granted | 0 | |||||||||||
Options outstanding | 739,781 | |||||||||||
2015 Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Options outstanding | 4,630,268 | |||||||||||
Common stock reserved for issuance | 8,211,980 | 5,270,095 | ||||||||||
2019 Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Options outstanding | 5,054,217 | |||||||||||
Common stock reserved for issuance | 4,750,000 | |||||||||||
Increase in the number of shares available | 2,046,209 | |||||||||||
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock | 4.00% | |||||||||||
2019 ESPP | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Increase in the number of shares available | 511,552 | |||||||||||
Allowed annual percentage increase in shares authorized as percentage of outstanding shares of common stock | 1.00% | |||||||||||
Common stock reserved for issuance | 525,000 | |||||||||||
Maximum shares allowed to be issued under ESPP | 5,250,000 | |||||||||||
Purchase of common stock through payroll deductions expressed in percentage of fair market value | 85.00% | |||||||||||
Offering period commenced date | Mar. 1, 2020 | Oct. 21, 2019 | ||||||||||
Offering period end date | Aug. 31, 2020 | Feb. 29, 2020 | ||||||||||
Common stock, shares issued | 42,620 | |||||||||||
Shares issued with respect to offering period | 83,608 | |||||||||||
Share-based compensation expense related to ESPP | $ 300,000 | |||||||||||
2019 ESPP | Third Offering Period Under ESPP | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Offering period commenced date | Sep. 1, 2020 | |||||||||||
2019 ESPP | Third Offering Period Under ESPP | Scenario Forecast | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Offering period end date | Feb. 28, 2021 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Employee and Nonemployee Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 3,709 | $ 2,491 | $ 9,932 | $ 6,319 |
Employee | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 3,376 | 2,328 | 9,155 | 5,905 |
Nonemployee | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 333 | $ 163 | $ 777 | $ 414 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 3,709 | $ 2,491 | $ 9,932 | $ 6,319 |
Stock Option and Employee Stock Purchase Plan | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 3,709 | 2,491 | 9,932 | 6,319 |
Research and Development | Stock Option and Employee Stock Purchase Plan | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 2,220 | 1,615 | 6,028 | 4,131 |
General and Administrative | Stock Option and Employee Stock Purchase Plan | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 1,489 | $ 876 | $ 3,904 | $ 2,188 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Stock Options Valuation Assumptions Using a Black-Scholes Option Pricing Model (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Estimated dividend yield | 0.00% | 0.00% |
Weighted-average expected stock price volatility | 73.53% | 73.75% |
Weighted-average risk-free interest rate | 0.39% | 0.61% |
Expected life of options (in years) | 6 years 6 months 21 days | 6 years 6 months 25 days |
Weighted-average fair value per option | $ 4.27 | $ 4.90 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Activity of Option Plans (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Outstanding Option Shares, Beginning Balance | shares | 8,919,116 |
Option, Granted | shares | 3,506,334 |
Option, Exercised | shares | (1,193,556) |
Option, Forfeited/canceled | shares | (807,628) |
Outstanding Option Shares, Ending Balance | shares | 10,424,266 |
Weighted-Average Exercise Price Outstanding at Beginning Balance | $ / shares | $ 7.02 |
Weighted-Average Exercise Price, Granted | $ / shares | 7.39 |
Weighted-Average Exercise Price, Exercised | $ / shares | 0.41 |
Weighted-Average Exercise Price, Forfeited/canceled | $ / shares | 7.75 |
Weighted-Average Exercise Price Outstanding at Ending Balance | $ / shares | $ 7.84 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Commitments And Contingencies [Line Items] | |
Right-of-use assets and lease liabilities | $ 623,000 |
MCAT Expansion Space | |
Commitments And Contingencies [Line Items] | |
Base rent, per year | $ 500,000 |
Lease expiration date | Aug. 31, 2027 |
Percentage of annual upward adjustment of operating lease | 3.00% |
Term of free office rent | 2 months |
Lessee operating lease, option to extend | true |
Headquarters Expansion Space | |
Commitments And Contingencies [Line Items] | |
Base rent, per year | $ 100,000 |
Lease expiration date | Jul. 31, 2024 |
Percentage of annual upward adjustment of operating lease | 3.00% |
Lessee operating lease, option to extend | true |
Right-of-use assets and lease liabilities | $ 200,000 |
Supply Agreements | |
Commitments And Contingencies [Line Items] | |
Agreement termination notice period | 1 year |
Maximum | MCAT Expansion Space | |
Commitments And Contingencies [Line Items] | |
Tenant improvements allowance | $ 900,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Components of Lease Expense (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Lease Cost | |
Operating lease cost | $ 1,431 |
Short-term lease cost | 292 |
Variable lease cost | 713 |
Total Lease Cost | 2,436 |
Other Information | |
Operating cash flows used for operating leases | 1,917 |
Right-of-use assets and lease liabilities | $ 623 |
Weighted average remaining lease term (in years) | 5 years |
Weighted average discount rate | 7.90% |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Lease Payments under Non- Canceleable Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jan. 01, 2020 |
Operating Leases Future Minimum Payments Due [Abstract] | ||
2020 (excluding the 9 months ended September 30, 2020) | $ 655 | |
2021 | 2,685 | |
2022 | 2,769 | |
2023 | 2,848 | |
2024 | 2,134 | |
2025 and beyond | 2,194 | |
Total lease payments | 13,285 | |
Less: imputed interest | 2,321 | |
Total operating lease liabilities | $ 10,964 | $ 11,600 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Lease Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2020 | $ 2,706 |
2021 | 3,099 |
2022 | 3,196 |
2023 | 3,288 |
2024 | 2,611 |
2025 and beyond | 3,066 |
Total minimum lease payments | $ 17,966 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 15, 2022 | Jun. 23, 2020 | Apr. 01, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 |
Revolving Line [Member] | Pacific Western Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principle amount | $ 30,000 | |||||
Maturity of line of credit | Jun. 23, 2022 | |||||
Contingent cash proceeds from the issuance of company's equity upon loan's maturity | $ 125,000 | |||||
Borrowings | $ 0 | |||||
Interest rate during period | 6.00% | |||||
Revolving Line [Member] | Pacific Western Loan Agreement | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis point added to the prime rate | 2.75% | |||||
Revolving Line [Member] | Pacific Western Loan Agreement | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Required balance of unrestricted cash at bank | $ 10,000 | |||||
Revolving Line [Member] | Revolving Line Upon Loan's Maturity | Pacific Western Loan Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Maturity of line of credit | Jun. 23, 2023 | |||||
Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Issuance of common stock upon conversion of convertible securities, shares | 2,921,461 | |||||
Initial Public Offering | Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Issuance of common stock upon conversion of convertible securities, shares | 22,301,190 | |||||
Convertible Notes Payable (2019 Notes) | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 39,600 | $ 39,600 | ||||
Notes accrued interest rate | 6.00% | |||||
Settlement price equal on IPO price per Share | 85.00% | |||||
Settlement Price Per Share | $ 13.60 | |||||
Fair value of notes | $ 49,400 | |||||
Convertible Notes Payable (2019 Notes) | Initial Public Offering | Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Issuance of common stock upon conversion of convertible securities, shares | 2,921,461 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2020 | |
Income Tax Disclosure [Line Items] | ||
Unrecognized income tax benefits | $ 0 | |
Scenario Forecast | ||
Income Tax Disclosure [Line Items] | ||
Effective income tax rate | 0.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 11 | $ 176,395 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 11 | 3,395 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 173,000 | |
Repurchase Agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 173,000 | |
Repurchase Agreements | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 173,000 | |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 11 | 3,395 |
Money Market Funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 11 | $ 3,395 |
Collaboration and License Agr_2
Collaboration and License Agreements - Additional Information (Details ) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Collaboration and License Agreements [Line items] | |||||
Revenue | $ 7,363,000 | $ 4,865,000 | $ 15,439,000 | $ 15,716,000 | |
Deferred revenue | $ 29,219,000 | 29,219,000 | $ 16,486,000 | ||
Servier | |||||
Collaboration and License Agreements [Line items] | |||||
Milestone payment description | Servier selected one target at the agreement’s inception and, in the three months ended September 30, 2020, selected two additional hematological cancer targets and two solid tumor targets. With the addition of these new targets, the Company expects to receive milestone payments in the remainder of 2020 and in 2021. | ||||
Servier | Development and Commercial License Agreement | |||||
Collaboration and License Agreements [Line items] | |||||
Revenue | 9,700,000 | 4,400,000 | |||
Deferred revenue related to agreement | $ 81,200,000 | 81,200,000 | 80,900,000 | ||
Development or sales-based milestone payments | 0 | 0 | |||
Servier | Development and Commercial License Agreement | Current Liabilities | |||||
Collaboration and License Agreements [Line items] | |||||
Deferred revenue | 27,400,000 | 27,400,000 | 15,000,000 | ||
Gilead | Collaboration and License Agreement | |||||
Collaboration and License Agreements [Line items] | |||||
Revenue | 3,900,000 | $ 10,000,000 | |||
Deferred revenue | $ 0 | 0 | $ 1,500,000 | ||
Development or sales-based milestone payments | $ 0 |
Collaboration and License Agr_3
Collaboration and License Agreements - Additional Information (Details 1) - Servier - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-01-01 $ in Millions | Feb. 24, 2016USD ($) |
Collaboration and License Agreements [Line items] | |
Revenue from upfront payment | $ 105 |
Estimated period performance obligation | 5 years |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting - Financial I
Segment Reporting - Financial Information with Respect to Company's Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 7,363 | $ 4,865 | $ 15,439 | $ 15,716 |
Loss from operations | (26,044) | (21,978) | (86,348) | (65,343) |
Adjustments to reconcile segment operating loss to consolidated loss from operations: | ||||
Interest income received | (28) | (1,236) | (795) | (3,322) |
Depreciation and amortization | (6,587) | (3,508) | ||
Amortization of right-of-use asset | (755) | |||
Share-based compensation | (9,932) | (6,319) | ||
Loss on disposal of assets | (22) | |||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 7,363 | 4,865 | 15,439 | 15,716 |
Total segment operational cash expenditures | 19,079 | 20,313 | 61,859 | 59,150 |
Loss from operations | (11,716) | (15,448) | (46,420) | (43,434) |
Operating Segments | Change | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,498 | (277) | ||
Total segment operational cash expenditures | (1,234) | 2,709 | ||
Loss from operations | 3,732 | (2,986) | ||
Operating Segments | Therapeutics | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 7,048 | 4,719 | 13,541 | 14,357 |
Total segment operational cash expenditures | 17,612 | 18,371 | 55,986 | 53,024 |
Loss from operations | (10,564) | (13,652) | (42,445) | (38,667) |
Operating Segments | Therapeutics | Change | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 2,329 | (816) | ||
Total segment operational cash expenditures | (759) | 2,962 | ||
Loss from operations | 3,088 | (3,778) | ||
Operating Segments | Food | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 315 | 146 | 1,898 | 1,359 |
Total segment operational cash expenditures | 1,467 | 1,942 | 5,873 | 6,126 |
Loss from operations | (1,152) | (1,796) | (3,975) | (4,767) |
Operating Segments | Food | Change | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 169 | 539 | ||
Total segment operational cash expenditures | (475) | (253) | ||
Loss from operations | 644 | 792 | ||
Segment Reconciling Items | ||||
Adjustments to reconcile segment operating loss to consolidated loss from operations: | ||||
Corporate general and administrative cash expenditures | (6,308) | (6,581) | (22,925) | (24,726) |
Interest income received | (28) | (1,236) | (795) | (3,322) |
Depreciation and amortization | (2,229) | (1,401) | (6,587) | (3,508) |
Amortization of right-of-use asset | (270) | (755) | ||
Share-based compensation | (3,709) | (2,491) | (9,932) | (6,319) |
Loss on disposal of assets | (22) | |||
Changes in prepaid expenses, accounts payable and accrued expenses | (1,784) | $ 5,179 | 1,066 | $ 15,988 |
Segment Reconciling Items | Change | ||||
Segment Reporting Information [Line Items] | ||||
Loss from operations | (4,066) | (21,005) | ||
Adjustments to reconcile segment operating loss to consolidated loss from operations: | ||||
Corporate general and administrative cash expenditures | 273 | 1,801 | ||
Interest income received | 1,208 | 2,527 | ||
Depreciation and amortization | (828) | (3,079) | ||
Amortization of right-of-use asset | (270) | (755) | ||
Share-based compensation | (1,218) | (3,613) | ||
Loss on disposal of assets | 22 | |||
Changes in prepaid expenses, accounts payable and accrued expenses | $ (6,963) | $ (14,922) |