Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ANAPTYSBIO INC | ||
Entity Central Index Key | 1,370,053 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 23,809,914 | ||
Entity Public Float | $ 267,648,042 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 81,189 | $ 51,232 |
Receivable from collaborative partners | 0 | 1,225 |
Australian tax incentive receivable | 1,601 | 4,118 |
Short-term investments | 167,218 | 0 |
Prepaid expenses and other current assets | 2,688 | 1,633 |
Total current assets | 252,696 | 58,208 |
Property and equipment, net | 665 | 471 |
Long-term investments | 75,897 | 0 |
Long-term vendor deposits | 46 | 0 |
Restricted cash | 60 | 60 |
Deferred financing costs | 0 | 3,441 |
Total assets | 329,364 | 62,180 |
Current liabilities: | ||
Accounts payable | 2,323 | 2,278 |
Accrued expenses | 4,875 | 3,429 |
Notes payable, current portion | 6,875 | 0 |
Other current liabilities | 17 | 1 |
Total current liabilities | 14,090 | 5,708 |
Notes payable, net of current portion | 7,553 | 13,809 |
Deferred rent | 140 | 154 |
Preferred stock warrant liabilities | 0 | 3,241 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value, 10,000 shares and no shares authorized, issued or outstanding at December 31, 2017 and December 31, 2016, respectively | 0 | 0 |
Common stock, $0.001 par value, 500,000 and 17,214 authorized, 23,791 shares and 2,651 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 24 | 3 |
Additional paid in capital | 393,017 | 16,672 |
Accumulated other comprehensive loss | (426) | 0 |
Accumulated deficit | (85,034) | (54,923) |
Total stockholders’ equity (deficit) | 307,581 | (38,248) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | 329,364 | 62,180 |
Series B convertible preferred stock | ||
Current liabilities: | ||
Convertible preferred stock | 0 | 28,220 |
Series C convertible preferred stock | ||
Current liabilities: | ||
Convertible preferred stock | 0 | 6,452 |
Series C-1 convertible preferred stock | ||
Current liabilities: | ||
Convertible preferred stock | 0 | 2,156 |
Series D convertible preferred stock | ||
Current liabilities: | ||
Convertible preferred stock | $ 0 | $ 40,688 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 17,214,000 |
Common stock, shares issued (in shares) | 23,791,392 | 2,651,000 |
Common stock, shares outstanding (in shares) | 23,791,392 | 2,651,000 |
Series B convertible preferred stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized (in shares) | 0 | 3,963,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 3,963,000 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 3,963,000 |
Series C convertible preferred stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized (in shares) | 0 | 1,887,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 1,593,000 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 1,593,000 |
Series C-1 convertible preferred stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized (in shares) | 0 | 474,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 474,000 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 474,000 |
Series D convertible preferred stock | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized (in shares) | 0 | 5,491,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 5,491,000 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 5,491,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Collaboration revenue | $ 10,000 | $ 16,684 | $ 17,571 |
Operating expenses: | |||
Research and development | 29,443 | 15,419 | 17,304 |
General and administrative | 9,338 | 4,290 | 3,589 |
Total operating expenses | 38,781 | 19,709 | 20,893 |
Loss from operations | (28,781) | (3,025) | (3,322) |
Other income (expense), net | |||
Interest expense | (1,775) | (458) | (460) |
Change in fair value of liability for preferred stock warrants | (1,366) | (756) | (1,277) |
Interest income | 1,623 | 127 | 18 |
Other income (expense), net | 229 | (147) | (225) |
Total other income (expense), net | (1,289) | (1,234) | (1,944) |
Loss before income taxes | (30,070) | (4,259) | (5,266) |
Provision for income taxes | 0 | 0 | (139) |
Net loss | (30,070) | (4,259) | (5,405) |
Unrealized loss on available for sale securities | (426) | 0 | 0 |
Other comprehensive loss | (426) | 0 | 0 |
Comprehensive loss | $ (30,496) | $ (4,259) | $ (5,405) |
Net loss per common share: | |||
Basic and diluted (in dollars per share) | $ (1.52) | $ (1.62) | $ (2.12) |
Weighted-average number of shares outstanding: | |||
Basic and diluted (in shares) | 19,782 | 2,637 | 2,551 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Preferred StockSeries B convertible preferred stock | Preferred StockSeries C convertible preferred stock | Preferred StockSeries C-1 convertible preferred stock | Preferred StockSeries D convertible preferred stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Stockholders' Equity, Beginning Balance at Dec. 31, 2014 | $ (30,835) | $ 28,220 | $ 6,452 | $ 2,156 | $ 0 | $ 2 | $ 14,422 | $ 0 | $ (45,259) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2014 | 3,963,000 | 1,593,000 | 474,000 | 0 | 2,481,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock issued during period | 0 | $ 40,688 | |||||||
Stock issued during period (in shares) | 5,491,000 | ||||||||
Reclassification of warrants | $ 297 | 297 | |||||||
Repurchase of shares (in shares) | 0 | ||||||||
Shares issued under employee stock plans | $ 160 | $ 1 | 159 | ||||||
Shares issued under employee stock plans (in shares) | 149,000 | ||||||||
Stock-based compensation | 604 | 604 | |||||||
Net loss | (5,405) | (5,405) | |||||||
Stockholders' Equity, Ending Balance at Dec. 31, 2015 | (35,179) | $ 28,220 | $ 6,452 | $ 2,156 | $ 40,688 | $ 3 | 15,482 | 0 | (50,664) |
Shares, Outstanding, Ending Balance at Dec. 31, 2015 | 3,963,000 | 1,593,000 | 474,000 | 5,491,000 | 2,630,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Shares issued under employee stock plans | 31 | ||||||||
Repurchase of shares | $ (1) | (1) | |||||||
Repurchase of shares (in shares) | (1,457) | (2,000) | |||||||
Shares issued under employee stock plans | 31 | ||||||||
Shares issued under employee stock plans (in shares) | 23,000 | ||||||||
Stock-based compensation | $ 1,160 | 1,160 | |||||||
Net loss | (4,259) | (4,259) | |||||||
Stockholders' Equity, Ending Balance at Dec. 31, 2016 | (38,248) | $ 28,220 | $ 6,452 | $ 2,156 | $ 40,688 | $ 3 | 16,672 | 0 | (54,923) |
Shares, Outstanding, Ending Balance at Dec. 31, 2016 | 3,963,000 | 1,593,000 | 474,000 | 5,491,000 | 2,651,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock issued during period | 292,537 | $ 9 | 292,528 | ||||||
Stock issued during period (in shares) | 9,021,000 | ||||||||
Reclassification of warrants | $ 4,607 | 4,607 | |||||||
Repurchase of shares (in shares) | 0 | ||||||||
Total offering costs | $ (4,228) | (4,228) | |||||||
Shares issued under employee stock plans | $ 979 | 979 | |||||||
Shares issued under employee stock plans (in shares) | 199,191 | 199,000 | |||||||
Conversion of preferred stock | $ 77,516 | $ (28,220) | $ (6,452) | $ (2,156) | $ (40,688) | $ 12 | 77,504 | ||
Conversion of preferred stock (in shares) | (3,963,000) | (1,593,000) | (474,000) | (5,491,000) | 11,521,000 | ||||
Warrants exercised | 536 | 536 | |||||||
Warrants exercised (in shares) | 399,000 | ||||||||
Forfeiture rate adjustment | 0 | 41 | (41) | ||||||
Stock-based compensation | 4,378 | 4,378 | |||||||
Comprehensive loss | (426) | (426) | |||||||
Net loss | (30,070) | (30,070) | |||||||
Stockholders' Equity, Ending Balance at Dec. 31, 2017 | $ 307,581 | $ 0 | $ 0 | $ 0 | $ 0 | $ 24 | $ 393,017 | $ (426) | $ (85,034) |
Shares, Outstanding, Ending Balance at Dec. 31, 2017 | 0 | 0 | 0 | 0 | 23,791,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (30,070,000) | $ (4,259,000) | $ (5,405,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 183,000 | 233,000 | 274,000 |
Stock-based compensation | 4,378,000 | 1,160,000 | 604,000 |
Change in fair value of liability for preferred stock warrants | 1,366,000 | 756,000 | 1,277,000 |
Income from investments | 11,000 | 0 | 0 |
Non-cash interest expense | 619,000 | 105,000 | 110,000 |
Loss on disposal of property and equipment | 0 | 1,000 | 3,000 |
Changes in operating assets and liabilities: | |||
Receivable from collaborative partners | 1,225,000 | 1,000 | 229,000 |
Australian tax incentive receivable | 2,517,000 | (4,118,000) | 0 |
Prepaid expenses and other assets | (1,885,000) | (1,079,000) | 204,000 |
Accounts payable and other liabilities | 2,218,000 | 1,251,000 | 1,949,000 |
Income taxes payable | 0 | (139,000) | 139,000 |
Deferred revenue | 0 | (2,942,000) | (9,078,000) |
Net cash used in operating activities | (19,438,000) | (9,030,000) | (9,694,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of investments | (290,905,000) | 0 | 0 |
Sales and maturities of investments | 48,137,000 | 0 | 0 |
Purchases of property and equipment | (290,000) | (50,000) | (238,000) |
Net cash used in investing activities | (243,058,000) | (50,000) | (238,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from public offerings, net of underwriters' fees | 292,537,000 | 0 | 0 |
Proceeds from issuance of common stock, upon the exercise of stock options | 979,000 | 31,000 | 160,000 |
Proceeds from the issuance of preferred stock, net of issuance cost | 0 | 0 | 40,688,000 |
Proceeds from issuance of common stock, upon the exercise of warrants | 536,000 | 0 | 0 |
Proceeds from debt | 0 | 10,000,000 | 0 |
Payments for repurchase of common stock | 0 | (1,000) | 0 |
Payments for offering costs | (1,599,000) | (1,147,000) | (1,445,000) |
Payments for debt issuance costs | 0 | (255,000) | 0 |
Net cash provided by financing activities | 292,453,000 | 8,628,000 | 39,403,000 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 29,957,000 | (452,000) | 29,471,000 |
Cash, cash equivalents and restricted cash, beginning of period | 51,292,000 | 51,744,000 | 22,273,000 |
Cash, cash equivalents and restricted cash, end of period | 81,249,000 | 51,292,000 | 51,744,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
Interest paid | 1,089,000 | 354,000 | 326,000 |
Noncash investing and financing activities: | |||
Fair value of warrants issued with debt | 0 | 936,000 | 0 |
Amounts accrued for property and equipment | 191,000 | 104,000 | 11,000 |
Amounts accrued for offering costs | 37,000 | 849,000 | 760,000 |
Reclassification of warrants to equity | $ 4,607,000 | $ 0 | $ 297,000 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business AnaptysBio, Inc. (“we,” “us,” “our,” or the “Company”) was incorporated in the state of Delaware in November 2005. We are a publicly traded biotechnology company developing first-in-class antibody product candidates focused on unmet medical needs in inflammation. We develop our product candidates using our proprietary, antibody discovery technology platform, which is designed to replicate, in vitro , the natural process of antibody generation. We currently generate revenue from our collaborative research and development arrangements. Since our inception, we have devoted our primary effort to raising capital and research and development activities, and at December 31, 2017 , have an accumulated deficit of $85.0 million . Through December 31, 2017 , all of our financial support has been provided primarily from the sale of our common and preferred stock, as well as from proceeds from the issuance of convertible debt and revenue received under our collaborative research and development agreements. Going forward, as we continue our expansion, we may seek additional financing and/or strategic investments. However, there can be no assurance that any additional financing or strategic investments will be available to us on acceptable terms, if at all. If events or circumstances occur such that we do not obtain additional funding, we will most likely be required to reduce our plans and/or certain discretionary spending, which could have a material adverse effect on our ability to achieve our intended business objectives. We expect that our existing cash, cash equivalents and investments will fund our current operating plan through the end of 2019. Initial Public Offering and Related Transactions On January 31, 2017, we completed an initial public offering, or IPO, selling 5,750,000 shares of common stock at $15.00 per share. Proceeds from our initial public offering net of underwriting discounts and commissions were $80.2 million . In addition, each of the following occurred in connection with the completion of the IPO on January 31, 2017: • the conversion of all outstanding shares of convertible preferred stock into 11,520,698 shares of common stock; and • the conversion of warrants to purchase 377,195 shares of convertible preferred stock into warrants to purchase 377,195 shares of common stock and the resultant reclassification of the warrant liability to additional paid-in capital. Reverse Stock Split On January 13, 2017, we amended and restated our certificate of incorporation to effect a one for seven reverse stock split of every outstanding share of our preferred and common stock. The financial statements and accompanying footnotes have been retroactively restated to reflect the reverse stock split. Follow-on Public Offering On October 17, 2017, we completed an underwritten public offering selling 3,000,000 shares of common stock. All shares were offered by us at a price to the public of $68.50 per share. The aggregate net proceeds received by us from the offering were $194.7 million , net of underwriting discounts and commissions. As part of the underwritten public offering, on November 14, 2017, the underwriters exercised an additional 271,380 shares of common stock at a discounted price to the public of $68.50 per share for aggregate net proceeds of $17.6 million , net of underwriting discounts and commissions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP. Basis of Consolidation The accompanying consolidated financial statements include us and our wholly-owned Australian subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. We operate in one reportable segment and our functional and reporting currency is the United States dollar, or the U.S. dollar. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. We base our estimates and assumptions on historical experience when available and on various factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results could differ from these estimates under different assumptions or conditions. Cash and Cash Equivalents We consider all highly liquid investments with a maturity at date of purchase of three months or less to be cash equivalents. Cash equivalents consist primarily of money market and mutual funds with original maturities of 90 days or less. Restricted Cash We held restricted cash of $60,000 at December 31, 2017 and 2016 , respectively, which we used to secure a letter of credit provided as security for our operating lease for our facility. Short Term and Long Term Investments All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end. Investments with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Those investments with contractual maturities 12 months or greater at the balance sheet date are considered long-term investments. Unrealized gains and losses, deemed temporary in nature, are reported as a component of accumulated other comprehensive loss. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of securities sold. Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents and certain investments in money market funds, agency securities, commercial obligations and U.S. treasury securities. Bank deposits are diversified between three financial institutions and these deposits may exceed insured limits. We are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents and issuers of investments that are recorded on our consolidated balance sheets. We mitigate our risk by investing in high-grade instruments and limiting the concentration in any one issuer, which limits our exposure. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized using the straight line method over the term of the lease. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations. Long Lived Assets Long-lived assets, consisting of property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted cash flows. If long-lived assets are impaired, an impairment loss is recognized and is measured as the amount by which the carrying value exceeds the estimated fair value of the assets. No impairment charges were recorded during the years ended December 31, 2017 , 2016 , or 2015 . Deferred Offering Costs Deferred offering costs represent legal, accounting and other direct costs related to our IPO and follow-on offering. These costs were originally recorded as a long-term asset and reclassified to financing costs as a reduction to equity upon completion of our IPO and follow-on offering. Leases, Deferred Rent and Operating Lease Incentives Our corporate headquarters lease is classified as an operating lease. Rent expense is recognized on a straight-line basis over the terms of the leases and, accordingly, we record the cumulative difference between cash rent payments and the recognition of rent expense as a deferred rent liability. When an operating lease includes lease incentives, such as a rent abatements or leasehold improvement allowances, or requires fixed escalations of the minimum lease payments, the aggregate rental expense, including such incentives or increases, is recognized on a straight-line basis over the term of the lease. Debt Issuance Costs Debt issuance costs incurred to obtain debt financing are deferred and are amortized over the term of the debt using the effective interest method. The costs are recorded as a reduction to the carrying value of the debt and the amortization expense is included in interest expense in the statements of operations. Revenue Recognition Revenue is recognized in accordance with revenue recognition accounting guidance, which requires that four basic criteria be met before revenue can be recognized: (i) persuasive evidence that an arrangement exists; (ii) delivery has occurred and title and the risks and rewards of ownership have been transferred to the client or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. Multiple-Element Revenue Arrangements. We evaluate deliverables in a multiple-element arrangement to determine whether each deliverable represents a separate unit of accounting. A deliverable constitutes a separate unit of accounting when it has standalone value to the customer. If the delivered element does not have standalone value without one of the undelivered elements in the arrangement, we combine such elements and account for them as a single unit of accounting. We allocate the consideration to each unit of accounting at the inception of the arrangement based on the relative selling price. We recognize consideration allocated to an individual element when all other revenue recognition criteria are met for that element. Our multiple-element revenue arrangements may include the following: • License arrangements . The deliverables under our collaboration and license agreements generally include exclusive or nonexclusive licenses to one or more products generated using our technologies. As the delivered licenses have not historically had standalone value apart from the undelivered elements, these have been recognized as revenue as a combined unit of accounting. Accordingly, we recognize revenue from nonrefundable upfront fees in the same manner as the undelivered item(s), which is generally the period over which we provide research and development services. • Research and Development Services . The deliverables under our collaboration and license arrangements include research and development services we perform on behalf of or with our collaborators. As the provision of research and development services is an integral part of our operations and we may be principally responsible for the performance of these services under the agreements, we recognize revenue on a gross basis for research and development services as we perform those services. Additionally, we recognize research related funding under collaboration research and development efforts as revenue as we perform or deliver the related services in accordance with contract terms. Milestone Revenue. Our collaboration and license agreements generally include contingent contractual payments related to achievement of specific research, development and regulatory milestones and sales-based milestones that are dependent upon the performance of the licensee or collaborator. We recognize any payment that is contingent upon the achievement of a substantive milestone entirely in the period in which the milestone is achieved. A milestone is defined as an event that can only be achieved based in whole or in part either on our performance, or the performance of our collaborators, or the occurrence of a specific outcome resulting from our past performance for which there is a substantive uncertainty at the date the arrangement is entered into that the event will be achieved. Research and Development Costs associated with research and development activities are expensed as incurred. Research and development costs primarily include third-party clinical and preclinical research and development services, including manufacturing, laboratory and related supplies, salaries and personnel-related costs, in-licensing fees, outside services, and an allocation of information technology, fringe benefits, and facility overhead costs. Upfront and milestone payments incurred under our in-licensing agreements are expensed as acquired in-process research and development in the period in which they are incurred, provided that the technology or method has no alternative future use. Royalties incurred on fees received under our sublicensing arrangements are expensed in the period in which we recognize the related collaborative revenue. Australian Research and Development Tax Incentive We are eligible under the Australian Research and Development Tax Incentive Program, or the Tax Incentive, to obtain a cash refund from the Australian Taxation Office for eligible research and development expenditures. However, we must have revenue of less than AUD $20.0 million during the reimbursable period and cannot be controlled by income tax exempt entities. The Tax Incentive is recognized as a reduction to research and development expense when there is reasonable assurance that the Tax Incentive will be received, the relevant expenditure has been incurred, and the amount can be reliably measured. The Tax Incentive is denominated in Australian dollars and, therefore, the related receivable is remeasured into U.S. dollars as of each reporting date. Stock-Based Compensation We recognize stock-based compensation expense using a fair-value-based method for costs related to all share-based payments, including stock options. Stock-based compensation cost for stock options granted to our employees and directors is measured at the grant date based on the fair-value of the award which is estimated using the Black-Scholes option-pricing model, and is recognized as expense over the requisite service period on a straight-line basis. As of January 1, 2017, upon adoption of Accounting Standards Update, or “ASU”, 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting issued by the Financial Accounting Standards Board, or the “FASB”, we recognize forfeitures in the period in which forfeiture occur and record stock-based compensation expense as though all awards are expected to vest. Options granted to individual service providers who are not employees or directors are accounted for at estimated fair values using the Black-Scholes option pricing model and are subject to periodic remeasurement over the period during which the services are rendered. No tax benefits for stock-based compensation have been recognized in the statements of changes in stockholders’ equity (deficit) or cash flows. We have not recognized, and do not expect to recognize in the near future, any tax benefit related to stock-based compensation cost as a result of our full valuation allowance on net deferred tax assets and net operating loss carryforwards. Warrants for Shares of Preferred Stock In January 2017, upon completion of our IPO, all warrants were reclassified to additional paid-in capital. Prior to this, we accounted for warrants for shares of preferred stock with conversion features that provide for reductions in the warrant price as derivative liabilities in the accompanying balance sheets at their fair value on the date of issuance. The derivative liabilities were revalued at each balance sheet date, with changes in the fair value between reporting periods recorded as other income or expense in the consolidated statement of operations. Income Taxes We account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. We recognize an uncertain tax position in our consolidated financial statements when we conclude that a tax position is more likely than not to be sustained upon examination based solely on technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. We have elected to accrue any interest or penalties related to income taxes as part of our income tax expense. Functional Currency of Foreign Operations Our Australian subsidiary operates in a U.S. dollar functional currency environment. Assets and liabilities of our foreign subsidiary that are not denominated in the functional currency are remeasured into U.S. dollars at foreign currency exchange rates in effect at the balance sheet date except for nonmonetary assets and capital accounts, which are remeasured at historical foreign currency exchange rates in effect at the date of transaction. Expenses are generally remeasured at monthly foreign currency exchange rates which approximate average rates in effect during each period. Net realized and unrealized gains and losses from foreign currency transactions and remeasurement are reported in other income (expense), net, in the consolidated statements of operations and totaled $0.2 million , $(0.1) million and $(0.2) million during the years ended December 31, 2017 , 2016 and 2015 , respectively. Comprehensive Loss Comprehensive loss represents all changes in stockholders’ equity (deficit) except those resulting from distributions to stockholders. Our unrealized losses on available for sale investments represent the only component of other comprehensive loss that is excluded from the reported net income (loss). Net Loss Per Common Share Net loss per share of common stock is determined using the two-class method for participating securities to the extent this method is more dilutive than the if-converted method. All series of our convertible preferred stock are considered to be participating securities. In accordance with the two-class method, earnings allocated to these participating securities, which include participation rights in undistributed earnings, are subtracted from net income to determine total earnings to be attributed to common stockholders. Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common equivalent shares outstanding for the period. Diluted net loss per share includes any dilutive effect from outstanding stock options and warrants using the treasury stock method. Computations for basic and diluted net loss per common share are presented on the consolidated statements of operations. The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because to do so would be anti-dilutive (in common stock equivalent shares): Year Ended (in thousands) 2017 2016 2015 Convertible preferred stock — 11,521 8,581 Options to purchase common stock 2,478 1,969 1,511 Warrants to purchase preferred stock — 295 294 Warrants to purchase common stock 161 117 117 Total 2,639 13,902 10,503 Accounting Pronouncements Recently Adopted In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . Under the new guidance, additional paid-in capital pools will be eliminated and entities will be required to recognize the income tax effects of share-based awards in the income statement when share-based awards vest or are settled. ASU 2016-09 also changes the classification of excess tax benefits on the statement of cash flows. It also will allow an employer to repurchase more of an employee's shares than it can currently for tax withholding purposes without triggering liability accounting and to make a policy election to either account for forfeitures as they occur or to continue the current practice of estimating forfeitures at the time of grant. ASU 2016-09 became effective for annual reporting periods beginning January 1, 2017, including interim periods thereafter. Upon adoption of this standard in January 2017, we recognized a cumulative increase of $41,000 to our accumulated deficit as a result of a change in accounting policy, due to our transition from calculating an estimated forfeiture rate at grant date to recording actual forfeitures as they occur. We did not record any other adjustments upon adoption of this standard. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , which requires companies to include cash and cash equivalents that have restrictions on withdrawal or use in total cash and cash equivalents on the statement of cash flows. ASU 2016-18 becomes effective for annual reporting periods beginning January 1, 2018, including interim periods thereafter; early adoption is permitted, including adoption in an interim period. Upon early adoption of this standard in January 2017, we adjusted our consolidated statement of cash flows to include $60,000 in restricted cash in all beginning and ending cash balances other than fiscal 2015, for which we adjusted the beginning cash balance to include $85,000 in restricted cash. We did not record any other adjustments upon adoption of this standard. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which outlines a single comprehensive model for entities to use in accounting for revenue from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This standard is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard also requires additional disclosure about the nature, amount, timing and uncertainty of assets recognized from costs incurred to fulfill a contract and becomes effective for our annual reporting period beginning January 1, 2018, including interim periods within that reporting period. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. We will transition this standard using the modified retrospective approach for our annual reporting period beginning January 1, 2018. Based on our current revenue structure, the most significant impacts relate to our accounting for variable consideration including revenues related to contingent “milestone” based payments and our disclosures required under the new standard as it relates to our two ongoing collaboration agreements, TESARO and Celgene. Application of the new standard requires that variable consideration be recognized to the extent that it is probable that a significant reversal in the amount of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved, which would require the milestone payments to be recorded when we determine a significant reversal will not occur, rather than when the milestone is achieved. However, we have reviewed the TESARO and Celgene agreements and have determined that given the nature of potential milestones owed to us under these agreements, and the inherent risk involved in developing drugs, a cumulative catch-up adjustment will not be required as of January 1, 2018. While we currently disaggregate our revenue disclosures by collaborative agreement, additional discussion surrounding significant estimates made by management is required. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which intends to enhance the reporting model for financial instruments by providing users of financial instruments with more decision-useful information. The standard also addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments and requires additional disclosure about the nature, amount, timing and uncertainty of assets recognized from costs incurred to fulfill a contract and becomes effective for our annual reporting period beginning January 1, 2018, including interim periods within that reporting period. We adopted this standard as of January 1, 2018 and note that this standard will not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires that lessees recognize a right-of-use asset and a related lease liability arising from leases on the balance sheet. ASU 2016-02 becomes effective for our annual reporting period beginning January 1, 2019, including interim periods thereafter. We have begun analyzing recently executed contracts for embedded leases and have begun to review historical contracts that are still in effect for 2017, including our outstanding lease agreements. We continue to assess the impact that this standard will have on our consolidated financial statements and anticipate recognition of additional assets and corresponding liabilities related to leases on our consolidated balance sheets. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718), which provides further guidance as to what constitutes a modification to the terms of shared based compensation, in order to create consistency in practice amongst all entities. ASU 2017-09 becomes effective for annual reporting periods beginning after December 15, 2017, including interim periods thereafter. We adopted this standard as of January 1, 2018 and note that this standard will not have a material impact on our consolidated financial statements. |
Balance Sheet Accounts and Supp
Balance Sheet Accounts and Supplemental Disclosures | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Accounts and Supplemental Disclosures | Balance Sheet Accounts and Supplemental Disclosures Property and Equipment Property and equipment consist of the following: (in thousands) December 31, 2017 December 31, 2016 Laboratory equipment $ 3,687 $ 3,383 Office furniture and equipment 605 535 Leasehold improvements 351 351 4,643 4,269 Less: accumulated depreciation and amortization (3,978 ) (3,798 ) Total property and equipment, net $ 665 $ 471 Accrued Expenses Accrued expenses consist of the following: (in thousands) December 31, 2017 December 31, 2016 Accrued compensation and related expenses $ 1,588 $ 973 Accrued research and contract manufacturing expenses 2,961 2,084 Other 326 372 Total accrued expenses $ 4,875 $ 3,429 |
Collaborative Research and Deve
Collaborative Research and Development Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Revenue Recognition [Abstract] | |
Collaborative Research and Development Agreements | Collaborative Research and Development Agreements TESARO Collaboration In March 2014, we entered into a Collaboration and Exclusive License Agreement, or the TESARO Agreement, with TESARO, Inc. and TESARO Development, Inc., collectively, TESARO, an oncology-focused biopharmaceutical company. Under the terms of the agreement, we agreed to perform certain discovery and early preclinical development of therapeutic antibodies with the goal of generating immunotherapy antibodies for subsequent preclinical, clinical, regulatory and commercial development to be performed by TESARO. Under the terms of the agreement, TESARO paid an upfront license fee of $17.0 million in March 2014 and agreed to provide funding to us for research and development services related to antibody discovery programs for three specific targets. In November 2014, we and TESARO entered into Amendment No. 1 to the Agreement to add an antibody discovery program against a four th target for an upfront license fee of $2.0 million . For each development program, we are eligible to receive milestone payments of up to $18.0 million if certain preclinical and clinical trial events are achieved by TESARO, up to an additional $90.0 million if certain U.S. and European regulatory submissions and approvals in multiple indications are achieved, and up to an additional $165.0 million upon the achievement of specified levels of annual worldwide net sales. We will also be eligible to receive tiered single-digit royalties related to worldwide net sales of products developed under the collaboration. Unless earlier terminated by either party upon specified circumstances, the agreement will terminate, with respect to each specific developed product, upon the latter of the 12 th anniversary of the first commercial sale of the product or the expiration of the last to expire of any patent. We determined that the upfront license fees and research funding under the agreement, as amended, should be accounted for as a single unit of accounting and that the upfront license fees should be deferred and recognized as revenue over the same period that the research and development services are performed. In December 2015, we determined that the research and development services would be extended through December 31, 2016. As a result, the period over which the unrecognized license fees and milestones were recognized was extended through December 31, 2016. Milestones achieved through December 31, 2017 under the TESARO Agreement are as follows: Anti-PD-1 Anti-TIM-3 Anti-LAG-3 Milestone Event Amount Quarter Earned Amount Quarter Earned Amount Quarter Earned Initiated in vivo toxicology studies using good laboratory practices (GLPs) $1.0M Q2'15 $1.0M Q4'15 $1.0M Q3'16 IND clearance from the FDA $4.0M Q1'16 $4.0M Q2'16 $4.0M Q2'17 Phase 2 clinical trial initiation $3.0M Q2'17 $3.0M Q4'17 — — Milestones achieved during the discovery period were recognized as revenue pro-rata through December 31, 2016. Milestones achieved subsequent to December 31, 2016 were recognized as revenue in the period earned. Cash is generally received within 30 days of milestone achievement. Revenue from future contingent milestone payments will be recognized if and when such payments become due, subject to satisfaction of all of the criteria necessary to recognize revenue at that time. We recognized $10.0 million in revenue under this agreement during the year ended December 31, 2017 related to three milestones earned. Revenue recognized under this agreement aggregated $15.2 million during the year ended December 31, 2016 , which includes $9.3 million related to milestones earned, $3.2 million in funding for research and development services and $2.6 million for the amortization of the upfront fee. Revenue recognized under this agreement aggregated $17.6 million during the year ended December 31, 2015 , which primarily includes $9.4 million for the amortization of the upfront fee, $6.5 million in funding for research and development services and $1.7 million for milestones earned. Antibody Generation Agreement with Celgene Corporation In December 2011, we entered into a license and collaboration agreement with Celgene, or the Celgene Agreement, to develop therapeutic antibodies against multiple targets. We granted Celgene the option to obtain worldwide commercial rights to antibodies generated against each of the targets under the agreement, which option was triggered on a target-by-target basis by our delivery of antibodies meeting certain pre-specified parameters pertaining to each target under the agreement. The agreement provided for an upfront payment of $6.0 million from Celgene, which we received in 2011 and recognized through 2014, milestone payments of up to $53.0 million per target, low single-digit royalties on net sales of antibodies against each target, and reimbursement of specified research and development costs. Milestones achieved through December 31, 2017 under the Celgene Agreement are as follows: Anti-PD-1 Milestone Event Amount Quarter Earned Completion of first in vivo toxicology studies using GLPs $0.5M Q2'16 Phase 1 clinical trial initiation $1.0M Q4'16 Milestones were recognized as revenue in the period earned. There was no revenue recognized under this agreement during the year ended December 31, 2017 . Revenue recognized under this agreement aggregated $1.5 million during the year ended December 31, 2016. Cash is generally received within 30 days of milestone achievement. No revenue was recognized under this agreement during the year ended December 31, 2015. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable On December 24, 2014, we entered into a Loan and Security Agreement, as amended from time to time, the Loan Agreement, with a bank and a financial institution whereby we may borrow up to $15.0 million in three separate draws of $5.0 million each. The Term A Loans, for an aggregate of $5.0 million , were drawn on December 24, 2014 and each bear a fixed rate of interest of 6.97% . In connection with the issuance of the Term A Loans, we issued detachable, fully vested warrants to purchase an aggregate of 41,208 shares of Series C Preferred Stock at an exercise price of $4.55 per share to the lenders. The grant-date fair value of the warrants of $0.1 million was recorded as a liability, with a reduction to the carrying value of the Term A Loans, and which is recognized as additional interest expense over the remaining term of the Loans. The initial fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions: a stock price volatility of 70.2% , an expected life equal to the contractual term of the warrants of ten years and a risk-free interest rate of 1.97% . In January 2016, the Loan Agreement was amended to combine Term B Loans and Term C Loans for a total of $10.0 million available for draw through December 31, 2016 and delay the beginning of our Term A Loans’ principal repayments from February 1, 2016 until February 1, 2017. The Term B Loans and Term C Loans became available for draw on July 1, 2016. In December 2016, we further amended the Loan Agreement to (i) allow for the Term B Loans and Term C Loans to be drawn on December 30, 2016, (ii) delay principal repayments of all Term Loans until February 1, 2018 and (iii) amend the interest rate for each Term Loan. The Term B Loans and the Term C Loans were drawn on December 30, 2016. As of December 31, 2017 , the Term Loans are due in one monthly interest-only payment through January 2018, followed by 24 equal monthly principal and interest payments beginning February 1, 2018, with final maturity in January 2020. Each Loan bears interest equal to the greater of 3-month U.S. LIBOR plus 6.37% or 7.3% . The interest rate was 7.86% as of December 31, 2017 . In connection with the issuance of the Term B & C Loans, we issued detachable, fully vested warrants to purchase an aggregate of 82,416 shares of Series C Preferred Stock at an exercise price of $4.55 per share to the lenders. The grant-date fair value of the warrants of $0.9 million was recorded as a liability, with a reduction to the carrying value of the Term B & C Loans, and which is recognized as additional interest expense over the remaining term of the Loans. The initial fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions: a stock price volatility of 79.2% , an expected life equal to the contractual term of the warrants of ten years and a risk-free interest rate of 2.45% . As discussed in Note 7 below, all of the outstanding warrants to purchase shares of preferred stock automatically converted into warrants to purchase shares of common stock in connection with the IPO and are accounted for as equity from the conversion date forward. All warrants related to Term Loans were exercised during the year ended December 31, 2017 . As of December 31, 2017 , the carrying amount of the Term Loans was $14.4 million , which is net of discounts of $0.6 million and of which $6.9 million is classified as current liabilities as of December 31, 2017 . The effective interest rate on the Term Loans at December 31, 2017 was 12.25% . As of December 31, 2017 , future principal maturities of the Term Loans were $6.9 million , $7.5 million and $0.6 million in 2018 , 2019 and 2020 , respectively. The Term Loans are secured by a first priority interest in most of our assets, excluding intellectual property. As of December 31, 2017 , we were in compliance with the covenants contained in the Loan Agreement. |
Fair Value Measurements and Ava
Fair Value Measurements and Available for Sale Investments | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Available for Sale Investments | Fair Value Measurements and Available for Sale Investments Fair Value Measurements Our financial instruments consist principally of cash, cash equivalents, restricted cash, short-term and long-term investments, receivables, accounts payable, notes payable and, through January 31, 2017, preferred stock warrant liabilities. Certain of our financial assets and liabilities have been recorded at fair value in the consolidated balance sheet in accordance with the accounting standards for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activities, therefore requiring an entity to develop its own assumptions. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes our assets and liabilities that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy: Fair Value Measurements at End of Period Using: (in thousands) Fair Quoted Market Significant Significant At December 31, 2017 Money market funds (1) $ 41,318 $ 41,318 $ — $ — Mutual funds (1) 28,817 28,817 — — U.S. treasury securities (2) 79,397 79,397 — — Agency securities (2) 59,948 — 59,948 — Commercial and corporate obligations (2) 111,660 — 111,660 — At December 31, 2016 Money market funds (1) $ 31,955 $ 31,955 $ — $ — Mutual funds (1) 17,620 17,620 — — Preferred stock warrant liabilities 3,241 — — 3,241 (1) Included in cash and cash equivalents, and restricted cash in the accompanying consolidated balance sheets. (2) Included in short-term or long-term investments in the accompanying consolidated balance sheets depending on the respective maturity date. The following methods and assumptions were used to estimate the fair value of our financial instruments for which it is practicable to estimate that value: Marketable Securities. For fair values determined by Level 1 inputs, which utilize quoted prices in active markets for identical assets, the level of judgment required to estimate fair value is relatively low. For fair values determined by Level 2 inputs, which utilize quoted prices in less active markets for similar assets, the level of judgment required to estimate fair value is also considered relatively low. Warrant Liabilities. Our preferred stock warrants were accounted for as derivative liabilities and measured at fair value on a recurring basis through January 31, 2017 as they contained features that were either not afforded equity classification or embodied risks that were not clearly and closely related to host contracts. We estimated the fair value of these derivatives utilizing the Black-Scholes option-pricing model, which requires Level 3 inputs. As discussed in Note 7 below, all of the outstanding warrants to purchase shares of preferred stock automatically converted into warrants to purchase shares of common stock in connection with the IPO and are accounted for as equity from the conversion date forward. Prior to the conversion, we estimated the fair value of convertible preferred stock warrants at the time of issuance and subsequent remeasurement using the Black-Scholes option-pricing model at each reporting date. Estimating fair values of derivative financial instruments, including Level 3 instruments, require the use of significant and subjective inputs that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors, including changes in the estimated fair value of our equity securities. The following weighted-average assumptions were employed in estimating the value of the liabilities for Series C preferred stock warrants using the Black-Scholes option-pricing model as of January 31, 2017, the conversion date, and December 31, 2016: January 31, December 31, Fair value of preferred stock $ 16.95 $ 12.67 Exercise price $ 4.55 $ 4.55 Risk-free interest rate 1.4 % 1.5 % Volatility 88.8 % 88.6 % Dividend Yield — % — % Contractual term (in years) 3.8 3.8 Weighted-average measurement date fair value per share $ 13.71 $ 9.65 The following table summarizes the activity in liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3 Inputs): Year Ended (in thousands) 2017 2016 Preferred Stock Warrant Liabilities: Beginning balance $ (3,241 ) $ (1,549 ) Issuance of Series C preferred Stock warrants — (936 ) Net gains (losses) included in other expense (1,366 ) (756 ) Reclassification of warrant liabilities to equity 4,607 — Ending balance $ — $ (3,241 ) Fair Value of Other Financial Instruments The fair value of our other financial instruments estimated as of December 31, 2017 and December 31, 2016 are presented below: December 31, 2017 December 31, 2016 Carrying Fair Carrying Fair Notes payable $ 14,428 $ 15,650 $ 13,809 $ 15,531 The carrying amounts of certain of our financial instruments, including cash and cash equivalents, receivable from collaborative partner, Australian tax incentive receivable, accounts payable, and accrued expenses approximate fair value due to their short-term nature. The following methods and assumptions were used to estimate the fair value of our notes payable: Notes Payable —We use the income approach to value the aforementioned debt instrument. We use a present value calculation to discount principal and interest payments and the final maturity payment on these liabilities using a discounted cash flow model based on observable inputs. We discount these debt instruments based on what the current market rates would offer us as of the reporting date. Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized as Level 2 in the fair value hierarchy. Available for Sale Investments In February 2017, we began investing our excess cash in agency securities, debt instruments of financial institutions and corporations, or commercial obligations, and U.S. Treasury securities, which we classify as available-for-sale investments. These investments are carried at fair value and are included in the tables above. The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by security type, classified in cash equivalents, short-term and long-term investments, as of December 31, 2017 are as follows: (in thousands) Amortized Gross Gross Total Agency securities (1) $ 60,100 $ — $ (152 ) $ 59,948 Commercial and corporate obligations (2) 111,823 2 (165 ) 111,660 US Treasury securities (3) 79,508 — (111 ) 79,397 Total available-for-sale investments $ 251,431 $ 2 $ (428 ) $ 251,005 (1) Of our outstanding agency securities, $27.2 million have maturity dates of less than one year and $32.8 million have a maturity date of between one to two years as of December 31, 2017 . (2) Of our outstanding commercial and corporate obligations, $87.0 million have maturity dates of less than one year and $24.7 million have a maturity date of between one to two years as of December 31, 2017 . (3) Of our outstanding U.S. Treasury securities $60.9 million have maturity dates of less than one year and $18.4 million have a maturity date of between one to two years as of December 31, 2017 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common and Preferred Stock On January 13, 2017, we amended our Certificate of Incorporation to increase the number of authorized shares of common stock to 60,000,000 with a par value of $0.001 per share and decrease the number of authorized shares of preferred stock to 11,520,698 with a par value of $0.001 per share. Subsequently, on January 31, 2017, upon completion of our IPO, we amended our Certificate of Incorporation to increase the number of authorized shares of common stock to 500,000,000 with a par value of $0.001 and decrease the number of authorized shares of preferred stock to 10,000,000 with a par value of $0.001 per share. Common Stock Of the 500,000,000 shares of common stock authorized, 23,791,392 shares were issued and outstanding as of December 31, 2017 . Common stock reserved for future issuance upon the exercise, issuance or conversion of the respective equity instruments at December 31, 2017 are as follows: Issued and Outstanding: Stock options 2,425,903 Warrants for shares of common stock 16,770 Shares reserved for future award grants 1,379,575 Total 3,822,248 Warrant Exercises During the year ended December 31, 2017 , warrants for the purchase of 477,908 shares of common stock were exercised, of which 359,999 were exercised by a net exercise method. As a result, we issued 398,837 shares of common stock. Repurchase of Common Stock Certain stock option grants under our 2006 Equity Incentive Plan, or the 2006 Plan, are subject to an early exercise provision. Shares of common stock obtained upon early exercise of unvested options are subject to repurchase by us at the applicable original issue price. During the year ended December 31, 2016, we repurchased 1,457 shares of common stock. No shares were repurchased during the years ended December 31, 2017 or 2015. Issuance of Series D Convertible Preferred Stock On July 13, 2015, we issued and sold 5,490,973 shares of Series D Convertible Preferred Stock at $7.42 per share for net proceeds of $40.7 million . |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Plans | Equity Incentive Plans 2017 Equity Incentive Plan On January 12, 2017, our board of directors and stockholders approved and adopted the 2017 Equity Incentive Plan or the 2017 Plan. The 2017 Plan became effective upon the execution and delivery of the underwriting agreement for our initial public offering on January 26, 2017, and replaced our existing 2006 Plan. Under the 2017 Plan we may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then our employees, officers, directors or consultants. A total of 1,955,506 shares of common stock were initially reserved for issuance under the 2017 plan, including 308,343 that were rolled over from the 2006 Plan. In addition, the number of shares of stock available for issuance under the 2017 Plan will be automatically increased each January 1, beginning on January 1, 2018, by 4% of the aggregate number of outstanding shares of our common stock as of the immediately preceding December 31 or such lesser number as determined by our board of directors. As of December 31, 2017 , there were 2,425,903 options outstanding to purchase shares of common stock and 1,379,575 shares of common stock reserved for future stock awards under the 2017 Plan. Employee Stock Purchase Plan On January 12, 2017, our board of directors and stockholders approved and adopted the 2017 Employee Stock Purchase Plan or the ESPP. The ESPP became effective upon the execution and delivery of the underwriting agreement for our initial public offering on January 26, 2017. A total of 218,000 shares of common stock are initially reserved for issuance under the ESPP. In addition, the number shares of stock available for issuance under the ESPP will be automatically increased each January 1, beginning on January 1, 2018, by 1% of the aggregate number of outstanding shares of our common stock as of the immediately preceding December 31 or such lesser number as determined by our board of directors. Stock Options Stock options granted to employees and non-employees generally vest over a four -year period while stock options granted to directors vest over a one year period. Each have a maximum term of ten years from the date of grant, subject to earlier cancellation prior to vesting upon cessation of service to us. A summary of the activity related to stock option awards during the year ended December 31, 2017 is as follows: Shares Weighted-Average Weighted-Average Aggregate Outstanding at January 1, 2017 1,879,428 $ 4.34 Granted 1,099,806 $ 24.44 Exercises (199,191 ) $ 4.92 Forfeitures and cancellations (354,140 ) $ 13.72 Outstanding at December 31, 2017 2,425,903 $ 12.03 7.39 $ 215,142.6 Exercisable at December 31, 2017 1,131,354 $ 3.23 5.77 $ 110,292.8 Total cash received from the exercise of stock options was approximately $1.0 million during the year ended December 31, 2017 . As a result of the adoption of ASU 2016-09 and the elimination of a forfeiture rate as discussed in Note 2 above, all options outstanding are considered expected to fully vest. Certain stock option grants under the 2006 Plan provide for exercise of the stock option prior to vesting. Shares of common stock issued upon exercise of unvested options are subject to repurchase by us at the respective original exercise price until vested. Consideration received for the exercise of unvested stock options is recorded as a liability and reclassified into equity as the related award vests. Stock-Based Compensation Expense The estimated fair values of stock option awards granted to employees were determined on the date of grant using the Black-Scholes option valuation model with the following weighted average assumptions: Year Ended 2017 2016 2015 Risk-free interest rate 2.0 % 1.4 % 1.4 % Expected volatility 64.3 % 70.5 % 71.2 % Expected dividend yield — % — % — % Expected term (in years) 6.25 6.25 6.10 Weighted average grant date fair value per share $ 14.82 $ 4.35 $ 4.48 There were 1,099,806 , 330,622 and 1,040,093 stock options granted during the years ended December 31, 2017 , 2016 and 2015 , respectively. We determine the appropriate risk free interest rate, expected term for employee stock based awards, contractual term for non-employee stock based awards, and volatility assumptions. The weighted-average expected option term for employee and director stock based awards reflects the application of the simplified method, which defines the life as the average of the contractual term of the options and the weighted average vesting period for all option tranches. The weighted average expected term for non-employee stock based awards is the remaining contractual life of the award. Estimated volatility incorporates historical volatility of similar entities whose share prices are publicly available. The risk free interest rate is based upon U.S. Treasury securities with remaining terms similar to the expected or contractual term of the share based payment awards. The assumed dividend yield is based on our expectation of not paying dividends in the foreseeable future. Total non-cash stock-based compensation expense for all stock awards that was recognized in the consolidated statements of operations and comprehensive loss is as follows: Year Ended (in thousands) 2017 2016 2015 Research and development $ 1,347 $ 420 $ 282 General and administrative 3,031 740 322 Total $ 4,378 $ 1,160 $ 604 At December 31, 2017 , there was $14.9 million of unrecognized compensation cost related to unvested stock option awards, which is expected to be recognized over a remaining weighted average vesting period of 2.5 years. |
Australia Research and Developm
Australia Research and Development Tax Incentive | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Australia Research and Development Tax Incentive | Australia Research and Development Tax Incentive Our Australian subsidiary, which conducts core research and development activities on our behalf, is eligible to receive a refundable tax incentive for qualified research and development activities of 43.5% during fiscal 2017, and 45.0% during fiscal 2016 and 2015. For the years ended December 31, 2017 and 2016 , $1.5 million and $7.2 million , respectively, were recorded as a reduction to research and development expenses in the consolidated statements of operations and comprehensive loss. Of the $7.2 million recorded in fiscal 2016, $3.0 million is related to fiscal 2015 upon determination that we would meet eligibility criteria and that collectability was reasonably assured. As of December 31, 2017 our tax incentive receivable from the Australian government was $1.6 million . We received $4.6 million and $3.0 million in cash during the years ended December 31, 2017 and 2016 , respectively. Income Taxes The components of income/(loss) before income tax provision (benefit) consist of the following: Year Ended December 31, (in thousands) 2017 2016 2015 U.S. $ (27,494 ) $ (632 ) $ 1,719 Foreign (2,576 ) (3,627 ) (6,985 ) Balance at the end of the year $ (30,070 ) $ (4,259 ) $ (5,266 ) Significant components of our deferred tax assets and liabilities are as follows: December 31, (in thousands) 2017 2016 Deferred Tax Assets: Net operating loss carryforwards $ 17,408 $ 15,300 Research and development credits 4,773 3,086 Other, net 1,686 1,017 Total deferred tax assets 23,867 19,403 Deferred Tax Liabilities: Fixed assets (57 ) (108 ) Total deferred tax liabilities (57 ) (108 ) Net deferred tax assets 23,810 19,295 Less: valuation allowance (23,810 ) (19,295 ) Deferred tax assets, net of valuation allowance $ — $ — We have recorded a full valuation allowance against our net deferred tax assets due to the uncertainty surrounding the realization of such assets. Management has determined it more likely than not that the deferred tax assets are not realizable due to our historical loss position. At December 31, 2017 , we had federal and state net operating loss carryforwards, or NOLs, of $60.1 million and $57.2 million , respectively. The federal and state NOLs will both begin to expire in 2028 , unless previously utilized. At December 31, 2017 we had federal and California research tax credit carryforwards of $3.0 million and $2.9 million , respectively. The federal research tax credit carryforward will begin to expire in 2026 and the California state credits carryforward indefinitely. We also have foreign tax losses of $2.6 million , which will carry forward indefinitely, subject to a continuity of ownership test. The above NOL carryforward and the research tax credit carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions if we experience one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. In September 2015, we completed a Section 382 analysis through December 31, 2014 and determined that there was an ownership change in 2007 that may limit the utilization of approximately $5.3 million and $5.4 million in federal and state NOLs, respectively, and $0.2 million in both federal and state research tax credits. We extended the analysis period of the study through December 31, 2016, noting no ownership changes during fiscal 2015 or 2016. We intend to extend the analysis period through December 31, 2017 in the current year, and are expecting an ownership change as a result of our IPO that may limit the utilization of Federal and State NOLs. Our use of federal NOL carryforwards could be limited further by the provisions of Section 382 of the Code depending upon the timing and amount of additional equity securities that we have issued or will issue. State NOL carryforwards may be similarly limited. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact our effective tax rate. The following is a reconciliation of the expected statutory federal income tax provision to our actual income tax provision: Year Ended December 31, (in thousands) 2017 2016 2015 Expected income tax expense (benefit) at federal statutory tax rate $ (10,223 ) $ (1,448 ) $ (1,790 ) State income taxes, net of federal benefit (787 ) (174 ) (206 ) Permanent items 13 12 10 Equity compensation (1) (739 ) 163 144 Change in fair value of preferred stock warrant liabilities 464 257 434 Research and development expenditure 679 789 — Return to provision adjustment 11 1,957 2 Rate differential 297 52 279 Federal rate adjustment - tax reform 7,595 — — Research credits (1,554 ) (814 ) 13 Change in the valuation allowance 4,244 (794 ) 1,253 Income tax expense $ — $ — $ 139 (1) Includes non-deductible stock-based compensation and, beginning in 2017, excess tax benefits from stock-based compensation. During fiscal 2017, our tax provision includes $0.4 million of excess tax benefits associated with the exercise of non-qualified stock options and $0.7 million associated with the disqualifying dispositions of incentive stock options. In December 2017, the Tax Cuts and Jobs Act, or the 2017 Act, was enacted, which includes a number of changes to existing U.S. tax laws that impact us, most notably a reduction of the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017 . The 2017 Act also provides for a one-time transition tax on certain foreign earnings and the acceleration of depreciation for certain assets placed in service after September 27, 2017 as well as prospective changes beginning in 2018, including additional limitations on: executive compensation; the deductibility of interest; the usage of NOLs against taxable income; the capitalization of research and development expenditures. While the 2017 Act provides for a territorial tax system, beginning in 2018, it includes two new U.S. tax base erosion provision, the global intangible low-taxed income, or GILTI provisions and the base-erosion and anti-abuse tax, or BEAT, provisions. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. Accordingly, our deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate from 35% to 21% percent, resulting in a $7.6 million increase in tax expense for the year ended December 31, 2017 and a corresponding $7.6 million decrease in net deferred tax assets for the year ended December 31, 2017. The impact was fully offset by a valuation allowance. The Act will no longer allow deductions for compensation in excess of $1.0 million for certain employees, even if paid as commissions or performance based compensation. It also subjects the principal executive officer, principal financial officer and three other highest paid officers to the limitation and once the individual becomes a covered person, the individual will remain a covered person for all future years. The tax effects of these provisions requires further analysis which is expected to be completed in the second half of 2018. The 2017 Act provided for a one-time deemed mandatory repatriation of post-1986 undistributed foreign subsidiary earnings and profits through the year ended December 31, 2017. Our foreign subsidiary had an estimated accumulated deficit as of December 31, 2017. We do not expect we will be subject to this tax and therefore have not included any tax impacts related to the mandatory deemed repatriation in our consolidated financial statements. The GILTI provisions require us to include in our US income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary's tangible assets. While a Company may elect to account for GILTI tax in the period in which it is incurred, or recognize deferred taxes when basis differences exist that are expected to affect the amount of the GILTI inclusion upon reversal, we do not expect we will be subject to this tax and have not made a policy election as of December 31, 2017. The BEAT provisions in the 2017 Act eliminates the deduction of certain base-erosion payments made to foreign corporations, and imposes a minimum tax if greater than regular tax. We do not expect it will be subject to this tax and do not anticipate any tax impacts of BEAT. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed, including computations, in reasonable detail to complete the accounting for certain income tax effects of the 2017 Act. We have recognized provisional tax impacts related to the revaluation of deferred tax assets and liabilities and included these amounts in our consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these provisional amounts due to additional analysis, changes in interpretations and assumptions we have made, additional regulatory guidance that may be issued, and actions we may take as a result of the 2017 Act. The accounting is expected to be complete when the 2017 U.S. corporate income tax return is filed in fiscal 2018. We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition at the effective date to be recognized. At December 31, 2017 and 2016, we had no unrecognized tax benefits that if recognized and realized, would affect the effective tax rate due to the valuation allowance against deferred tax assets. The following table summarizes the activity related to our unrecognized tax benefits: Year Ended December 31, (in thousands) 2017 2016 Balance at the beginning of the year $ 409 $ 252 Decrease related to prior year tax positions — 97 Increase related to current year tax positions 182 60 Balance at the end of the year $ 591 $ 409 If recognized, these amounts would not affect our effective tax rate, since they would be offset by an equal corresponding adjustment in the deferred tax asset valuation allowance. We do not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months. Our policy is to recognize interest and penalties related to income tax matters in the provision for income taxes. At December 31, 2017 , 2016 and 2015 , there were no interest or penalties on uncertain tax benefits. We file income tax returns in the United States, California and Australia. Due to our losses incurred, we are essentially subject to income tax examination by tax authorities from inception to date. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan We have a defined-contribution 401(k) plan for our employees. Employees are eligible to participate in the plan beginning on the first day of the month following date of hire. Under the terms of the plan, employees may make voluntary contributions as a percentage of compensation and we have the option to make a discretionary match as determined by the board of directors, within prescribed limits. There were no employer contributions to the plan during the years ended December 31, 2017 , 2016 and 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases We lease our facility under a non-cancellable operating lease for which we exercised our option to renew for an additional five -year period in fiscal 2015. The lease expires in August 2021. Rent expense was $0.5 million , $0.5 million and $0.4 million during the years ended December 31, 2017 , 2016 and 2015 , respectively. At December 31, 2017 , deferred rent aggregated $0.2 million , which is included in both current and noncurrent liabilities in the accompanying consolidated balance sheets. At December 31, 2017 , the future minimum annual obligations under non-cancellable operating lease commitments are as follows: Years Ending December 31, (in thousands) 2018 $ 550 2019 569 2020 589 2021 402 2022 — Thereafter — Total minimum payments required $ 2,110 License Agreements We have entered into collaborative license agreements that provide us with rights to use certain know-how, technology and patent rights maintained by the licensors in our research and development efforts. Terms of the license agreements may require us to make upfront payments, milestone payments upon the achievement of certain product research and development objectives and royalty payments on fees received under our sub-licensing arrangements and/or future sales, if any, of commercial products resulting from the collaboration. Certain of the licensing agreements require guaranteed minimum annual payments. Terms of the licensing agreements generally range from the remaining life of the patent up to 17 years and, in some cases, may be subject to earlier termination by either party upon specified circumstances. Total expense incurred under all collaborative licensing agreements for upfront, milestone and royalty payments were $0.5 million , $0.3 million and $0.2 million during the years ended December 31, 2017 , 2016 and 2015 , respectively. Total cash paid under these agreements was $0.6 million during the year ended December 31, 2017 and $0.2 million during each of the years ended December 31, 2016 and 2015 . Future minimum annual cash obligations under all such license agreements will be $0.2 million in aggregate during 2018, and thereafter. These obligations are payable through ten years from the first commercial sale, if any, or expiration of the last patent to expire, the dates of which are not determinable at this time. Letter of Credit At December 31, 2017 and 2016 , we were contingently liable for a standby letter of credit issued by a commercial bank for $60,000 for security on our lease. A restricted cash account with these amounts was held as cash collateral for the letter of credit. Litigation We are, from time to time, involved in legal proceedings, regulatory actions, claims and litigation arising in the ordinary course of business. Currently, we are not a defendant in any lawsuit. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Australia Research and Development Tax Incentive Our Australian subsidiary, which conducts core research and development activities on our behalf, is eligible to receive a refundable tax incentive for qualified research and development activities of 43.5% during fiscal 2017, and 45.0% during fiscal 2016 and 2015. For the years ended December 31, 2017 and 2016 , $1.5 million and $7.2 million , respectively, were recorded as a reduction to research and development expenses in the consolidated statements of operations and comprehensive loss. Of the $7.2 million recorded in fiscal 2016, $3.0 million is related to fiscal 2015 upon determination that we would meet eligibility criteria and that collectability was reasonably assured. As of December 31, 2017 our tax incentive receivable from the Australian government was $1.6 million . We received $4.6 million and $3.0 million in cash during the years ended December 31, 2017 and 2016 , respectively. Income Taxes The components of income/(loss) before income tax provision (benefit) consist of the following: Year Ended December 31, (in thousands) 2017 2016 2015 U.S. $ (27,494 ) $ (632 ) $ 1,719 Foreign (2,576 ) (3,627 ) (6,985 ) Balance at the end of the year $ (30,070 ) $ (4,259 ) $ (5,266 ) Significant components of our deferred tax assets and liabilities are as follows: December 31, (in thousands) 2017 2016 Deferred Tax Assets: Net operating loss carryforwards $ 17,408 $ 15,300 Research and development credits 4,773 3,086 Other, net 1,686 1,017 Total deferred tax assets 23,867 19,403 Deferred Tax Liabilities: Fixed assets (57 ) (108 ) Total deferred tax liabilities (57 ) (108 ) Net deferred tax assets 23,810 19,295 Less: valuation allowance (23,810 ) (19,295 ) Deferred tax assets, net of valuation allowance $ — $ — We have recorded a full valuation allowance against our net deferred tax assets due to the uncertainty surrounding the realization of such assets. Management has determined it more likely than not that the deferred tax assets are not realizable due to our historical loss position. At December 31, 2017 , we had federal and state net operating loss carryforwards, or NOLs, of $60.1 million and $57.2 million , respectively. The federal and state NOLs will both begin to expire in 2028 , unless previously utilized. At December 31, 2017 we had federal and California research tax credit carryforwards of $3.0 million and $2.9 million , respectively. The federal research tax credit carryforward will begin to expire in 2026 and the California state credits carryforward indefinitely. We also have foreign tax losses of $2.6 million , which will carry forward indefinitely, subject to a continuity of ownership test. The above NOL carryforward and the research tax credit carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions if we experience one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. In September 2015, we completed a Section 382 analysis through December 31, 2014 and determined that there was an ownership change in 2007 that may limit the utilization of approximately $5.3 million and $5.4 million in federal and state NOLs, respectively, and $0.2 million in both federal and state research tax credits. We extended the analysis period of the study through December 31, 2016, noting no ownership changes during fiscal 2015 or 2016. We intend to extend the analysis period through December 31, 2017 in the current year, and are expecting an ownership change as a result of our IPO that may limit the utilization of Federal and State NOLs. Our use of federal NOL carryforwards could be limited further by the provisions of Section 382 of the Code depending upon the timing and amount of additional equity securities that we have issued or will issue. State NOL carryforwards may be similarly limited. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact our effective tax rate. The following is a reconciliation of the expected statutory federal income tax provision to our actual income tax provision: Year Ended December 31, (in thousands) 2017 2016 2015 Expected income tax expense (benefit) at federal statutory tax rate $ (10,223 ) $ (1,448 ) $ (1,790 ) State income taxes, net of federal benefit (787 ) (174 ) (206 ) Permanent items 13 12 10 Equity compensation (1) (739 ) 163 144 Change in fair value of preferred stock warrant liabilities 464 257 434 Research and development expenditure 679 789 — Return to provision adjustment 11 1,957 2 Rate differential 297 52 279 Federal rate adjustment - tax reform 7,595 — — Research credits (1,554 ) (814 ) 13 Change in the valuation allowance 4,244 (794 ) 1,253 Income tax expense $ — $ — $ 139 (1) Includes non-deductible stock-based compensation and, beginning in 2017, excess tax benefits from stock-based compensation. During fiscal 2017, our tax provision includes $0.4 million of excess tax benefits associated with the exercise of non-qualified stock options and $0.7 million associated with the disqualifying dispositions of incentive stock options. In December 2017, the Tax Cuts and Jobs Act, or the 2017 Act, was enacted, which includes a number of changes to existing U.S. tax laws that impact us, most notably a reduction of the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017 . The 2017 Act also provides for a one-time transition tax on certain foreign earnings and the acceleration of depreciation for certain assets placed in service after September 27, 2017 as well as prospective changes beginning in 2018, including additional limitations on: executive compensation; the deductibility of interest; the usage of NOLs against taxable income; the capitalization of research and development expenditures. While the 2017 Act provides for a territorial tax system, beginning in 2018, it includes two new U.S. tax base erosion provision, the global intangible low-taxed income, or GILTI provisions and the base-erosion and anti-abuse tax, or BEAT, provisions. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. Accordingly, our deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate from 35% to 21% percent, resulting in a $7.6 million increase in tax expense for the year ended December 31, 2017 and a corresponding $7.6 million decrease in net deferred tax assets for the year ended December 31, 2017. The impact was fully offset by a valuation allowance. The Act will no longer allow deductions for compensation in excess of $1.0 million for certain employees, even if paid as commissions or performance based compensation. It also subjects the principal executive officer, principal financial officer and three other highest paid officers to the limitation and once the individual becomes a covered person, the individual will remain a covered person for all future years. The tax effects of these provisions requires further analysis which is expected to be completed in the second half of 2018. The 2017 Act provided for a one-time deemed mandatory repatriation of post-1986 undistributed foreign subsidiary earnings and profits through the year ended December 31, 2017. Our foreign subsidiary had an estimated accumulated deficit as of December 31, 2017. We do not expect we will be subject to this tax and therefore have not included any tax impacts related to the mandatory deemed repatriation in our consolidated financial statements. The GILTI provisions require us to include in our US income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary's tangible assets. While a Company may elect to account for GILTI tax in the period in which it is incurred, or recognize deferred taxes when basis differences exist that are expected to affect the amount of the GILTI inclusion upon reversal, we do not expect we will be subject to this tax and have not made a policy election as of December 31, 2017. The BEAT provisions in the 2017 Act eliminates the deduction of certain base-erosion payments made to foreign corporations, and imposes a minimum tax if greater than regular tax. We do not expect it will be subject to this tax and do not anticipate any tax impacts of BEAT. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed, including computations, in reasonable detail to complete the accounting for certain income tax effects of the 2017 Act. We have recognized provisional tax impacts related to the revaluation of deferred tax assets and liabilities and included these amounts in our consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these provisional amounts due to additional analysis, changes in interpretations and assumptions we have made, additional regulatory guidance that may be issued, and actions we may take as a result of the 2017 Act. The accounting is expected to be complete when the 2017 U.S. corporate income tax return is filed in fiscal 2018. We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more likely than not recognition at the effective date to be recognized. At December 31, 2017 and 2016, we had no unrecognized tax benefits that if recognized and realized, would affect the effective tax rate due to the valuation allowance against deferred tax assets. The following table summarizes the activity related to our unrecognized tax benefits: Year Ended December 31, (in thousands) 2017 2016 Balance at the beginning of the year $ 409 $ 252 Decrease related to prior year tax positions — 97 Increase related to current year tax positions 182 60 Balance at the end of the year $ 591 $ 409 If recognized, these amounts would not affect our effective tax rate, since they would be offset by an equal corresponding adjustment in the deferred tax asset valuation allowance. We do not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months. Our policy is to recognize interest and penalties related to income tax matters in the provision for income taxes. At December 31, 2017 , 2016 and 2015 , there were no interest or penalties on uncertain tax benefits. We file income tax returns in the United States, California and Australia. Due to our losses incurred, we are essentially subject to income tax examination by tax authorities from inception to date. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following is a summary of our quarterly results for the years ended December 31, 2017 and 2016 (in thousands, except for per share data): Quarter Year Ended December 31, 2017 2017 First Second Third Fourth Operating loss $ (9,988 ) $ (2,555 ) $ (9,087 ) $ (7,151 ) $ (28,781 ) Net loss $ (11,435 ) $ (2,684 ) $ (9,090 ) $ (6,861 ) $ (30,070 ) Per common share: Loss per share, basic $ (0.75 ) $ (0.13 ) $ (0.45 ) $ (0.30 ) $ (1.52 ) Loss per share, diluted $ (0.75 ) $ (0.13 ) $ (0.45 ) $ (0.30 ) $ (1.52 ) Quarter Year Ended December 31, 2016 2016 First Second Third Fourth Operating income (loss) $ (1,139 ) $ 2,363 $ (1,075 ) $ (3,174 ) $ (3,025 ) Net income (loss) $ (888 ) $ 2,322 $ (1,115 ) $ (4,578 ) $ (4,259 ) Per common share: Income (loss) per share, basic $ (0.34 ) $ 0.07 $ (0.42 ) $ (1.73 ) $ (1.62 ) Income (loss) per share, diluted $ (0.34 ) $ 0.05 $ (0.42 ) $ (1.73 ) $ (1.62 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events [TO BE ASSESSED THROUGH MARCH 1, 2018] |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP. |
Basis of Consolidation | Basis of Consolidation The accompanying consolidated financial statements include us and our wholly-owned Australian subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. We operate in one reportable segment and our functional and reporting currency is the United States dollar, or the U.S. dollar. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. We base our estimates and assumptions on historical experience when available and on various factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results could differ from these estimates under different assumptions or conditions. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with a maturity at date of purchase of three months or less to be cash equivalents. Cash equivalents consist primarily of money market and mutual funds with original maturities of 90 days or less. |
Short Term and Long Term Investments | Short Term and Long Term Investments All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end. Investments with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Those investments with contractual maturities 12 months or greater at the balance sheet date are considered long-term investments. Unrealized gains and losses, deemed temporary in nature, are reported as a component of accumulated other comprehensive loss. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of securities sold. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents and certain investments in money market funds, agency securities, commercial obligations and U.S. treasury securities. Bank deposits are diversified between three financial institutions and these deposits may exceed insured limits. We are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents and issuers of investments that are recorded on our consolidated balance sheets. We mitigate our risk by investing in high-grade instruments and limiting the concentration in any one issuer, which limits our exposure. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized using the straight line method over the term of the lease. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations. |
Long Lived Assets | Long Lived Assets Long-lived assets, consisting of property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on undiscounted cash flows. If long-lived assets are impaired, an impairment loss is recognized and is measured as the amount by which the carrying value exceeds the estimated fair value of the assets. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs represent legal, accounting and other direct costs related to our IPO and follow-on offering. These costs were originally recorded as a long-term asset and reclassified to financing costs as a reduction to equity upon completion of our IPO and follow-on offering. |
Leases, Deferred Rent and Operating Lease Incentives | Leases, Deferred Rent and Operating Lease Incentives Our corporate headquarters lease is classified as an operating lease. Rent expense is recognized on a straight-line basis over the terms of the leases and, accordingly, we record the cumulative difference between cash rent payments and the recognition of rent expense as a deferred rent liability. When an operating lease includes lease incentives, such as a rent abatements or leasehold improvement allowances, or requires fixed escalations of the minimum lease payments, the aggregate rental expense, including such incentives or increases, is recognized on a straight-line basis over the term of the lease. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs incurred to obtain debt financing are deferred and are amortized over the term of the debt using the effective interest method. The costs are recorded as a reduction to the carrying value of the debt and the amortization expense is included in interest expense in the statements of operations. |
Revenue Recognition | Revenue Recognition Revenue is recognized in accordance with revenue recognition accounting guidance, which requires that four basic criteria be met before revenue can be recognized: (i) persuasive evidence that an arrangement exists; (ii) delivery has occurred and title and the risks and rewards of ownership have been transferred to the client or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. Multiple-Element Revenue Arrangements. We evaluate deliverables in a multiple-element arrangement to determine whether each deliverable represents a separate unit of accounting. A deliverable constitutes a separate unit of accounting when it has standalone value to the customer. If the delivered element does not have standalone value without one of the undelivered elements in the arrangement, we combine such elements and account for them as a single unit of accounting. We allocate the consideration to each unit of accounting at the inception of the arrangement based on the relative selling price. We recognize consideration allocated to an individual element when all other revenue recognition criteria are met for that element. Our multiple-element revenue arrangements may include the following: • License arrangements . The deliverables under our collaboration and license agreements generally include exclusive or nonexclusive licenses to one or more products generated using our technologies. As the delivered licenses have not historically had standalone value apart from the undelivered elements, these have been recognized as revenue as a combined unit of accounting. Accordingly, we recognize revenue from nonrefundable upfront fees in the same manner as the undelivered item(s), which is generally the period over which we provide research and development services. • Research and Development Services . The deliverables under our collaboration and license arrangements include research and development services we perform on behalf of or with our collaborators. As the provision of research and development services is an integral part of our operations and we may be principally responsible for the performance of these services under the agreements, we recognize revenue on a gross basis for research and development services as we perform those services. Additionally, we recognize research related funding under collaboration research and development efforts as revenue as we perform or deliver the related services in accordance with contract terms. Milestone Revenue. Our collaboration and license agreements generally include contingent contractual payments related to achievement of specific research, development and regulatory milestones and sales-based milestones that are dependent upon the performance of the licensee or collaborator. We recognize any payment that is contingent upon the achievement of a substantive milestone entirely in the period in which the milestone is achieved. A milestone is defined as an event that can only be achieved based in whole or in part either on our performance, or the performance of our collaborators, or the occurrence of a specific outcome resulting from our past performance for which there is a substantive uncertainty at the date the arrangement is entered into that the event will be achieved. |
Research and Development | Research and Development Costs associated with research and development activities are expensed as incurred. Research and development costs primarily include third-party clinical and preclinical research and development services, including manufacturing, laboratory and related supplies, salaries and personnel-related costs, in-licensing fees, outside services, and an allocation of information technology, fringe benefits, and facility overhead costs. Upfront and milestone payments incurred under our in-licensing agreements are expensed as acquired in-process research and development in the period in which they are incurred, provided that the technology or method has no alternative future use. Royalties incurred on fees received under our sublicensing arrangements are expensed in the period in which we recognize the related collaborative revenue. |
Share-Based Compensation | Stock-Based Compensation We recognize stock-based compensation expense using a fair-value-based method for costs related to all share-based payments, including stock options. Stock-based compensation cost for stock options granted to our employees and directors is measured at the grant date based on the fair-value of the award which is estimated using the Black-Scholes option-pricing model, and is recognized as expense over the requisite service period on a straight-line basis. As of January 1, 2017, upon adoption of Accounting Standards Update, or “ASU”, 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting issued by the Financial Accounting Standards Board, or the “FASB”, we recognize forfeitures in the period in which forfeiture occur and record stock-based compensation expense as though all awards are expected to vest. Options granted to individual service providers who are not employees or directors are accounted for at estimated fair values using the Black-Scholes option pricing model and are subject to periodic remeasurement over the period during which the services are rendered. No tax benefits for stock-based compensation have been recognized in the statements of changes in stockholders’ equity (deficit) or cash flows. We have not recognized, and do not expect to recognize in the near future, any tax benefit related to stock-based compensation cost as a result of our full valuation allowance on net deferred tax assets and net operating loss carryforwards. |
Warrants for Shares of Preferred Stock | Warrants for Shares of Preferred Stock In January 2017, upon completion of our IPO, all warrants were reclassified to additional paid-in capital. Prior to this, we accounted for warrants for shares of preferred stock with conversion features that provide for reductions in the warrant price as derivative liabilities in the accompanying balance sheets at their fair value on the date of issuance. The derivative liabilities were revalued at each balance sheet date, with changes in the fair value between reporting periods recorded as other income or expense in the consolidated statement of operations. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. We recognize an uncertain tax position in our consolidated financial statements when we conclude that a tax position is more likely than not to be sustained upon examination based solely on technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. We have elected to accrue any interest or penalties related to income taxes as part of our income tax expense. |
Foreign Currency of Foreign Operations | Functional Currency of Foreign Operations Our Australian subsidiary operates in a U.S. dollar functional currency environment. Assets and liabilities of our foreign subsidiary that are not denominated in the functional currency are remeasured into U.S. dollars at foreign currency exchange rates in effect at the balance sheet date except for nonmonetary assets and capital accounts, which are remeasured at historical foreign currency exchange rates in effect at the date of transaction. Expenses are generally remeasured at monthly foreign currency exchange rates which approximate average rates in effect during each period. Net realized and unrealized gains and losses from foreign currency transactions and remeasurement are reported in other income (expense), net, in the consolidated statements of operations and totaled $0.2 million , $(0.1) million and $(0.2) million during the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss represents all changes in stockholders’ equity (deficit) except those resulting from distributions to stockholders. Our unrealized losses on available for sale investments represent the only component of other comprehensive loss that is excluded from the reported net income (loss). |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per share of common stock is determined using the two-class method for participating securities to the extent this method is more dilutive than the if-converted method. All series of our convertible preferred stock are considered to be participating securities. In accordance with the two-class method, earnings allocated to these participating securities, which include participation rights in undistributed earnings, are subtracted from net income to determine total earnings to be attributed to common stockholders. Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common equivalent shares outstanding for the period. Diluted net loss per share includes any dilutive effect from outstanding stock options and warrants using the treasury stock method. Computations for basic and diluted net loss per common share are presented on the consolidated statements of operations. |
Accounting Pronouncements Recently Adopted and Recent Accounting Pronouncements | Accounting Pronouncements Recently Adopted In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . Under the new guidance, additional paid-in capital pools will be eliminated and entities will be required to recognize the income tax effects of share-based awards in the income statement when share-based awards vest or are settled. ASU 2016-09 also changes the classification of excess tax benefits on the statement of cash flows. It also will allow an employer to repurchase more of an employee's shares than it can currently for tax withholding purposes without triggering liability accounting and to make a policy election to either account for forfeitures as they occur or to continue the current practice of estimating forfeitures at the time of grant. ASU 2016-09 became effective for annual reporting periods beginning January 1, 2017, including interim periods thereafter. Upon adoption of this standard in January 2017, we recognized a cumulative increase of $41,000 to our accumulated deficit as a result of a change in accounting policy, due to our transition from calculating an estimated forfeiture rate at grant date to recording actual forfeitures as they occur. We did not record any other adjustments upon adoption of this standard. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , which requires companies to include cash and cash equivalents that have restrictions on withdrawal or use in total cash and cash equivalents on the statement of cash flows. ASU 2016-18 becomes effective for annual reporting periods beginning January 1, 2018, including interim periods thereafter; early adoption is permitted, including adoption in an interim period. Upon early adoption of this standard in January 2017, we adjusted our consolidated statement of cash flows to include $60,000 in restricted cash in all beginning and ending cash balances other than fiscal 2015, for which we adjusted the beginning cash balance to include $85,000 in restricted cash. We did not record any other adjustments upon adoption of this standard. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which outlines a single comprehensive model for entities to use in accounting for revenue from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This standard is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard also requires additional disclosure about the nature, amount, timing and uncertainty of assets recognized from costs incurred to fulfill a contract and becomes effective for our annual reporting period beginning January 1, 2018, including interim periods within that reporting period. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. We will transition this standard using the modified retrospective approach for our annual reporting period beginning January 1, 2018. Based on our current revenue structure, the most significant impacts relate to our accounting for variable consideration including revenues related to contingent “milestone” based payments and our disclosures required under the new standard as it relates to our two ongoing collaboration agreements, TESARO and Celgene. Application of the new standard requires that variable consideration be recognized to the extent that it is probable that a significant reversal in the amount of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved, which would require the milestone payments to be recorded when we determine a significant reversal will not occur, rather than when the milestone is achieved. However, we have reviewed the TESARO and Celgene agreements and have determined that given the nature of potential milestones owed to us under these agreements, and the inherent risk involved in developing drugs, a cumulative catch-up adjustment will not be required as of January 1, 2018. While we currently disaggregate our revenue disclosures by collaborative agreement, additional discussion surrounding significant estimates made by management is required. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which intends to enhance the reporting model for financial instruments by providing users of financial instruments with more decision-useful information. The standard also addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments and requires additional disclosure about the nature, amount, timing and uncertainty of assets recognized from costs incurred to fulfill a contract and becomes effective for our annual reporting period beginning January 1, 2018, including interim periods within that reporting period. We adopted this standard as of January 1, 2018 and note that this standard will not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires that lessees recognize a right-of-use asset and a related lease liability arising from leases on the balance sheet. ASU 2016-02 becomes effective for our annual reporting period beginning January 1, 2019, including interim periods thereafter. We have begun analyzing recently executed contracts for embedded leases and have begun to review historical contracts that are still in effect for 2017, including our outstanding lease agreements. We continue to assess the impact that this standard will have on our consolidated financial statements and anticipate recognition of additional assets and corresponding liabilities related to leases on our consolidated balance sheets. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718), which provides further guidance as to what constitutes a modification to the terms of shared based compensation, in order to create consistency in practice amongst all entities. ASU 2017-09 becomes effective for annual reporting periods beginning after December 15, 2017, including interim periods thereafter. We adopted this standard as of January 1, 2018 and note that this standard will not have a material impact on our consolidated financial statements. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Outstanding Potentially Dilutive Securities Excluded in the Calculation of Diluted Net Loss Per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because to do so would be anti-dilutive (in common stock equivalent shares): Year Ended (in thousands) 2017 2016 2015 Convertible preferred stock — 11,521 8,581 Options to purchase common stock 2,478 1,969 1,511 Warrants to purchase preferred stock — 295 294 Warrants to purchase common stock 161 117 117 Total 2,639 13,902 10,503 |
Balance Sheet Accounts and Su23
Balance Sheet Accounts and Supplemental Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment | Property and equipment consist of the following: (in thousands) December 31, 2017 December 31, 2016 Laboratory equipment $ 3,687 $ 3,383 Office furniture and equipment 605 535 Leasehold improvements 351 351 4,643 4,269 Less: accumulated depreciation and amortization (3,978 ) (3,798 ) Total property and equipment, net $ 665 $ 471 |
Schedule of Accrued Expenses | Accrued expenses consist of the following: (in thousands) December 31, 2017 December 31, 2016 Accrued compensation and related expenses $ 1,588 $ 973 Accrued research and contract manufacturing expenses 2,961 2,084 Other 326 372 Total accrued expenses $ 4,875 $ 3,429 |
Collaborative Research and De24
Collaborative Research and Development Agreements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Revenue Recognition [Abstract] | |
Schedule of Milestones Achieved | Milestones achieved through December 31, 2017 under the Celgene Agreement are as follows: Anti-PD-1 Milestone Event Amount Quarter Earned Completion of first in vivo toxicology studies using GLPs $0.5M Q2'16 Phase 1 clinical trial initiation $1.0M Q4'16 Milestones achieved through December 31, 2017 under the TESARO Agreement are as follows: Anti-PD-1 Anti-TIM-3 Anti-LAG-3 Milestone Event Amount Quarter Earned Amount Quarter Earned Amount Quarter Earned Initiated in vivo toxicology studies using good laboratory practices (GLPs) $1.0M Q2'15 $1.0M Q4'15 $1.0M Q3'16 IND clearance from the FDA $4.0M Q1'16 $4.0M Q2'16 $4.0M Q2'17 Phase 2 clinical trial initiation $3.0M Q2'17 $3.0M Q4'17 — — |
Fair Value Measurements and A25
Fair Value Measurements and Available for Sale Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities that Require Fair Value Measurements on a Recurring Basis | The following table summarizes our assets and liabilities that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy: Fair Value Measurements at End of Period Using: (in thousands) Fair Quoted Market Significant Significant At December 31, 2017 Money market funds (1) $ 41,318 $ 41,318 $ — $ — Mutual funds (1) 28,817 28,817 — — U.S. treasury securities (2) 79,397 79,397 — — Agency securities (2) 59,948 — 59,948 — Commercial and corporate obligations (2) 111,660 — 111,660 — At December 31, 2016 Money market funds (1) $ 31,955 $ 31,955 $ — $ — Mutual funds (1) 17,620 17,620 — — Preferred stock warrant liabilities 3,241 — — 3,241 (1) Included in cash and cash equivalents, and restricted cash in the accompanying consolidated balance sheets. (2) Included in short-term or long-term investments in the accompanying consolidated balance sheets depending on the respective maturity date. |
Schedule of Weighted-average Assumptions for Liabilities for Series C Preferred Stock Warrants | The following weighted-average assumptions were employed in estimating the value of the liabilities for Series C preferred stock warrants using the Black-Scholes option-pricing model as of January 31, 2017, the conversion date, and December 31, 2016: January 31, December 31, Fair value of preferred stock $ 16.95 $ 12.67 Exercise price $ 4.55 $ 4.55 Risk-free interest rate 1.4 % 1.5 % Volatility 88.8 % 88.6 % Dividend Yield — % — % Contractual term (in years) 3.8 3.8 Weighted-average measurement date fair value per share $ 13.71 $ 9.65 |
Summary of Activity in Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs | The following table summarizes the activity in liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3 Inputs): Year Ended (in thousands) 2017 2016 Preferred Stock Warrant Liabilities: Beginning balance $ (3,241 ) $ (1,549 ) Issuance of Series C preferred Stock warrants — (936 ) Net gains (losses) included in other expense (1,366 ) (756 ) Reclassification of warrant liabilities to equity 4,607 — Ending balance $ — $ (3,241 ) |
Fair Value of Other Financial Instruments | The fair value of our other financial instruments estimated as of December 31, 2017 and December 31, 2016 are presented below: December 31, 2017 December 31, 2016 Carrying Fair Carrying Fair Notes payable $ 14,428 $ 15,650 $ 13,809 $ 15,531 |
Available-for-sale Investments | The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by security type, classified in cash equivalents, short-term and long-term investments, as of December 31, 2017 are as follows: (in thousands) Amortized Gross Gross Total Agency securities (1) $ 60,100 $ — $ (152 ) $ 59,948 Commercial and corporate obligations (2) 111,823 2 (165 ) 111,660 US Treasury securities (3) 79,508 — (111 ) 79,397 Total available-for-sale investments $ 251,431 $ 2 $ (428 ) $ 251,005 (1) Of our outstanding agency securities, $27.2 million have maturity dates of less than one year and $32.8 million have a maturity date of between one to two years as of December 31, 2017 . (2) Of our outstanding commercial and corporate obligations, $87.0 million have maturity dates of less than one year and $24.7 million have a maturity date of between one to two years as of December 31, 2017 . (3) Of our outstanding U.S. Treasury securities $60.9 million have maturity dates of less than one year and $18.4 million have a maturity date of between one to two years as of December 31, 2017 . |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance upon the exercise, issuance or conversion of the respective equity instruments at December 31, 2017 are as follows: Issued and Outstanding: Stock options 2,425,903 Warrants for shares of common stock 16,770 Shares reserved for future award grants 1,379,575 Total 3,822,248 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Activity Related to Stock Option Awards | A summary of the activity related to stock option awards during the year ended December 31, 2017 is as follows: Shares Weighted-Average Weighted-Average Aggregate Outstanding at January 1, 2017 1,879,428 $ 4.34 Granted 1,099,806 $ 24.44 Exercises (199,191 ) $ 4.92 Forfeitures and cancellations (354,140 ) $ 13.72 Outstanding at December 31, 2017 2,425,903 $ 12.03 7.39 $ 215,142.6 Exercisable at December 31, 2017 1,131,354 $ 3.23 5.77 $ 110,292.8 |
Summary of Weighted Average Assumptions in Stock Option Valuations | The estimated fair values of stock option awards granted to employees were determined on the date of grant using the Black-Scholes option valuation model with the following weighted average assumptions: Year Ended 2017 2016 2015 Risk-free interest rate 2.0 % 1.4 % 1.4 % Expected volatility 64.3 % 70.5 % 71.2 % Expected dividend yield — % — % — % Expected term (in years) 6.25 6.25 6.10 Weighted average grant date fair value per share $ 14.82 $ 4.35 $ 4.48 |
Summary of Non-cash Stock-based Compensation Expense | Total non-cash stock-based compensation expense for all stock awards that was recognized in the consolidated statements of operations and comprehensive loss is as follows: Year Ended (in thousands) 2017 2016 2015 Research and development $ 1,347 $ 420 $ 282 General and administrative 3,031 740 322 Total $ 4,378 $ 1,160 $ 604 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum annual obligations under operating leases | At December 31, 2017 , the future minimum annual obligations under non-cancellable operating lease commitments are as follows: Years Ending December 31, (in thousands) 2018 $ 550 2019 569 2020 589 2021 402 2022 — Thereafter — Total minimum payments required $ 2,110 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of income/(loss) before income tax provision (benefit) | The components of income/(loss) before income tax provision (benefit) consist of the following: Year Ended December 31, (in thousands) 2017 2016 2015 U.S. $ (27,494 ) $ (632 ) $ 1,719 Foreign (2,576 ) (3,627 ) (6,985 ) Balance at the end of the year $ (30,070 ) $ (4,259 ) $ (5,266 ) |
Schedule of components of deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities are as follows: December 31, (in thousands) 2017 2016 Deferred Tax Assets: Net operating loss carryforwards $ 17,408 $ 15,300 Research and development credits 4,773 3,086 Other, net 1,686 1,017 Total deferred tax assets 23,867 19,403 Deferred Tax Liabilities: Fixed assets (57 ) (108 ) Total deferred tax liabilities (57 ) (108 ) Net deferred tax assets 23,810 19,295 Less: valuation allowance (23,810 ) (19,295 ) Deferred tax assets, net of valuation allowance $ — $ — |
Reconciliation of expected statutory federal income tax provision and actual income tax provision | The following is a reconciliation of the expected statutory federal income tax provision to our actual income tax provision: Year Ended December 31, (in thousands) 2017 2016 2015 Expected income tax expense (benefit) at federal statutory tax rate $ (10,223 ) $ (1,448 ) $ (1,790 ) State income taxes, net of federal benefit (787 ) (174 ) (206 ) Permanent items 13 12 10 Equity compensation (1) (739 ) 163 144 Change in fair value of preferred stock warrant liabilities 464 257 434 Research and development expenditure 679 789 — Return to provision adjustment 11 1,957 2 Rate differential 297 52 279 Federal rate adjustment - tax reform 7,595 — — Research credits (1,554 ) (814 ) 13 Change in the valuation allowance 4,244 (794 ) 1,253 Income tax expense $ — $ — $ 139 (1) Includes non-deductible stock-based compensation and, beginning in 2017, excess tax benefits from stock-based compensation. During fiscal 2017, our tax provision includes $0.4 million of excess tax benefits associated with the exercise of non-qualified stock options and $0.7 million associated with the disqualifying dispositions of incentive stock options. |
Schedule of activity related to unrecognized tax benefits | The following table summarizes the activity related to our unrecognized tax benefits: Year Ended December 31, (in thousands) 2017 2016 Balance at the beginning of the year $ 409 $ 252 Decrease related to prior year tax positions — 97 Increase related to current year tax positions 182 60 Balance at the end of the year $ 591 $ 409 |
Selected Quarterly Financial 30
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of quarterly results | The following is a summary of our quarterly results for the years ended December 31, 2017 and 2016 (in thousands, except for per share data): Quarter Year Ended December 31, 2017 2017 First Second Third Fourth Operating loss $ (9,988 ) $ (2,555 ) $ (9,087 ) $ (7,151 ) $ (28,781 ) Net loss $ (11,435 ) $ (2,684 ) $ (9,090 ) $ (6,861 ) $ (30,070 ) Per common share: Loss per share, basic $ (0.75 ) $ (0.13 ) $ (0.45 ) $ (0.30 ) $ (1.52 ) Loss per share, diluted $ (0.75 ) $ (0.13 ) $ (0.45 ) $ (0.30 ) $ (1.52 ) Quarter Year Ended December 31, 2016 2016 First Second Third Fourth Operating income (loss) $ (1,139 ) $ 2,363 $ (1,075 ) $ (3,174 ) $ (3,025 ) Net income (loss) $ (888 ) $ 2,322 $ (1,115 ) $ (4,578 ) $ (4,259 ) Per common share: Income (loss) per share, basic $ (0.34 ) $ 0.07 $ (0.42 ) $ (1.73 ) $ (1.62 ) Income (loss) per share, diluted $ (0.34 ) $ 0.05 $ (0.42 ) $ (1.73 ) $ (1.62 ) |
Description of the Business (De
Description of the Business (Details) | Nov. 14, 2017USD ($)$ / sharesshares | Oct. 17, 2017USD ($)$ / sharesshares | Jan. 31, 2017USD ($)$ / sharesshares | Jan. 13, 2017 | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 30, 2017shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Accumulated Deficit | $ | $ 85,034,000 | $ 54,923,000 | ||||||
Class of Warrant or Right [Line Items] | ||||||||
Common shares issued during initial public offering (in shares) | 3,000,000 | |||||||
Initial public offering, share price (in dollars per share) | $ / shares | $ 68.50 | |||||||
Number of shares called by warrants (in shares) | 16,770 | |||||||
Reverse stock split, conversion ratio | 0.1429 | |||||||
Proceeds from public offerings, net of underwriters' fees | $ | $ 194,700,000 | $ 292,537,000 | $ 0 | $ 0 | ||||
Convertible preferred stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Number of shares called by warrants (in shares) | 377,195 | |||||||
Common Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Common shares issued during initial public offering (in shares) | 9,021,000 | |||||||
Convertible preferred stock, converted to common stock (in shares) | 11,521,000 | |||||||
Number of shares called by warrants (in shares) | 377,195 | |||||||
IPO | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Proceeds from public offerings, net of underwriters' fees | $ | $ 80,200,000 | |||||||
IPO | Common Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Common shares issued during initial public offering (in shares) | 5,750,000 | |||||||
Initial public offering, share price (in dollars per share) | $ / shares | $ 15 | |||||||
Convertible preferred stock, converted to common stock (in shares) | 11,520,698 | |||||||
Underwriters' option | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Common shares issued during initial public offering (in shares) | 271,380 | |||||||
Initial public offering, share price (in dollars per share) | $ / shares | $ 68.5 | |||||||
Proceeds from public offerings, net of underwriters' fees | $ | $ 17,600,000 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||||
Dec. 31, 2017USD ($)banksegment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017AUD | Jan. 01, 2017USD ($) | Dec. 31, 2014USD ($) | |
Accounting Policies [Abstract] | ||||||
Number of reportable segments | segment | 1 | |||||
Restricted Cash | $ 60,000 | $ 60,000 | ||||
Number of banks utilized for diversification of funds (in banks) | bank | 3 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Long-lived asset impairment charges | $ 0 | 0 | $ 0 | |||
Australian research and development tax incentive, threshold for reimbursable period | AUD | AUD 20,000,000 | |||||
Net realized and unrealized gains and (losses) from foreign currency transactions and remeasurement | 200,000 | (100,000) | (200,000) | |||
Cash and cash equivalents | 81,249,000 | 51,292,000 | 51,744,000 | $ 22,273,000 | ||
Accounting Standards Update 2016-18 | New Accounting Pronouncement, Early Adoption, Effect | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cash and cash equivalents | $ 60,000 | $ 60,000 | $ 85,000 | |||
Accumulated Deficit | Accounting Standards Update 2016-09 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative decrease in accumulated deficit as a result of a change in accounting policy | $ 41,000 | |||||
Minimum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Property and equipment, useful life | 3 years | |||||
Maximum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Property and equipment, useful life | 7 years |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Summary of Potentially Dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dilutive securities excluded from computation of net loss per share (in shares) | 2,639 | 13,902 | 10,503 |
Convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dilutive securities excluded from computation of net loss per share (in shares) | 0 | 11,521 | 8,581 |
Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dilutive securities excluded from computation of net loss per share (in shares) | 2,478 | 1,969 | 1,511 |
Warrants | Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dilutive securities excluded from computation of net loss per share (in shares) | 0 | 295 | 294 |
Warrants | Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dilutive securities excluded from computation of net loss per share (in shares) | 161 | 117 | 117 |
Balance Sheet Accounts and Su34
Balance Sheet Accounts and Supplemental Disclosures - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,643 | $ 4,269 |
Less: accumulated depreciation and amortization | (3,978) | (3,798) |
Total property and equipment, net | 665 | 471 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,687 | 3,383 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 605 | 535 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 351 | $ 351 |
Balance Sheet Accounts and Su35
Balance Sheet Accounts and Supplemental Disclosures - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and related expenses | $ 1,588 | $ 973 |
Accrued research and contract manufacturing expenses | 2,961 | 2,084 |
Other | 326 | 372 |
Total accrued expenses | $ 4,875 | $ 3,429 |
Collaborative Research and De36
Collaborative Research and Development Agreements (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Nov. 30, 2014USD ($)target | Mar. 31, 2014USD ($)target | Dec. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2017USD ($)milestone | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2011USD ($) | |
Deferred Revenue Arrangement [Line Items] | ||||||||||||||
Collaboration revenue | $ 10,000,000 | $ 16,684,000 | $ 17,571,000 | |||||||||||
TESARO | Collaborative Research and Development Agreement | ||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||
Upfront license fee received | $ 2,000,000 | $ 17,000,000 | ||||||||||||
Number of outstanding research and development targets | target | 4 | 3 | ||||||||||||
Milestone payments, contingent upon preclinical and clinical trial events (up to) | $ 18,000,000 | |||||||||||||
Milestone payments, contingent upon certain U.S. and European regulatory submissions and approvals (up to) | 90,000,000 | |||||||||||||
Milestone payments, contingent upon achievement of specified levels of worldwide sales (up to) | $ 165,000,000 | |||||||||||||
Agreement term following first commercial sale or expiration of the last to expire patent (in years) | 12 years | |||||||||||||
Collaboration revenue | $ 10,000,000 | 15,200,000 | 17,600,000 | |||||||||||
Number of milestones achieved during period | milestone | 3 | |||||||||||||
Milestone method, revenue recognized | 9,300,000 | 1,700,000 | ||||||||||||
Revenue recognized, funding for research and development services | 3,200,000 | 6,500,000 | ||||||||||||
Amortization of upfront fee | 2,600,000 | 9,400,000 | ||||||||||||
TESARO | In Vivo Toxicology Studies Using GLPs | AnaptysBio Generated Anti-PD-1 Antagonist Antibody (TSR-042) | ||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||
Milestones achieved during period, amount | $ 1,000,000 | |||||||||||||
TESARO | In Vivo Toxicology Studies Using GLPs | AnaptysBio Generated Anti-TIM3 Antagonist Antibody (TSR-022) | ||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||
Milestones achieved during period, amount | $ 1,000,000 | |||||||||||||
TESARO | In Vivo Toxicology Studies Using GLPs | AnaptysBio Generated Anti-LAG3 Antagonist Antibody (TSR-033) | ||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||
Milestones achieved during period, amount | $ 1,000,000 | |||||||||||||
TESARO | IND clearance from the FDA | AnaptysBio Generated Anti-PD-1 Antagonist Antibody (TSR-042) | ||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||
Milestones achieved during period, amount | $ 4,000,000 | |||||||||||||
TESARO | IND clearance from the FDA | AnaptysBio Generated Anti-TIM3 Antagonist Antibody (TSR-022) | ||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||
Milestones achieved during period, amount | $ 4,000,000 | |||||||||||||
TESARO | IND clearance from the FDA | AnaptysBio Generated Anti-LAG3 Antagonist Antibody (TSR-033) | ||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||
Milestones achieved during period, amount | $ 4,000,000 | |||||||||||||
TESARO | Phase 2 clinical trial initiation | AnaptysBio Generated Anti-PD-1 Antagonist Antibody (TSR-042) | ||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||
Milestones achieved during period, amount | $ 3,000,000 | |||||||||||||
TESARO | Phase 2 clinical trial initiation | AnaptysBio Generated Anti-TIM3 Antagonist Antibody (TSR-022) | ||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||
Milestones achieved during period, amount | $ 3,000,000 | |||||||||||||
Celgene Corporation | Collaborative Research and Development Agreement | ||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||
Upfront license fee received | $ 6,000,000 | |||||||||||||
Collaboration revenue | $ 0 | $ 1,500,000 | $ 0 | |||||||||||
Maximum milestone payments per target | $ 53,000,000 | |||||||||||||
Celgene Corporation | In Vivo Toxicology Studies Using GLPs | AnaptysBio Generated Anti-PD-1 (CC-90006) | ||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||
Milestone payment earned | $ 500,000 | |||||||||||||
Celgene Corporation | Phase 1 clinical trial initiation | AnaptysBio Generated Anti-PD-1 (CC-90006) | ||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||
Milestone payment earned | $ 1,000,000 |
Notes Payable (Details)
Notes Payable (Details) | Dec. 30, 2016USD ($)$ / sharesshares | Dec. 24, 2014USD ($)installment$ / sharesshares | Dec. 31, 2016USD ($) | Jan. 31, 2016USD ($) | Dec. 31, 2017USD ($)paymentshares |
Debt Instrument [Line Items] | |||||
Number of shares called by warrants (in shares) | shares | 16,770 | ||||
Notes payable, current portion | $ 0 | $ 6,875,000 | |||
Term A Loan Warrants | Warrants | |||||
Debt Instrument [Line Items] | |||||
Preferred stock warrant liabilities | $ 100,000 | ||||
Expected stock price volatility | 70.20% | ||||
Contractual term (in years) | 10 years | ||||
Risk-free interest rate | 1.97% | ||||
Term B And C Loans Warrants | Warrants | |||||
Debt Instrument [Line Items] | |||||
Preferred stock warrant liabilities | $ 900,000 | ||||
Expected stock price volatility | 79.20% | ||||
Contractual term (in years) | 10 years | ||||
Risk-free interest rate | 2.45% | ||||
Series C Preferred Stock | Term A Loan Warrants | |||||
Debt Instrument [Line Items] | |||||
Number of shares called by warrants (in shares) | shares | 41,208 | ||||
Warrant exercise price (in dollars per share) | $ / shares | $ 4.55 | ||||
Series C Preferred Stock | Term B And C Loans Warrants | |||||
Debt Instrument [Line Items] | |||||
Number of shares called by warrants (in shares) | shares | 82,416 | ||||
Warrant exercise price (in dollars per share) | $ / shares | $ 4.55 | ||||
Notes Payable to Banks | |||||
Debt Instrument [Line Items] | |||||
Aggregate borrowing capacity | $ 5,000,000 | ||||
Notes Payable to Banks | Loan and Security Agreement (LSA) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maximum borrowing capacity | $ 15,000,000 | ||||
Number of loan installments (in installments) | installment | 3 | ||||
Notes payable | 14,400,000 | ||||
Debt instrument discounts | 600,000 | ||||
Notes payable, current portion | $ 6,900,000 | ||||
Effective interest rate | 12.25% | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
2,018 | $ 6,900,000 | ||||
2,019 | 7,500,000 | ||||
2,020 | $ 600,000 | ||||
Notes Payable to Banks | Term A Loans | |||||
Debt Instrument [Line Items] | |||||
Aggregate draw on term loan | $ 5,000,000 | ||||
Fixed interest rate | 6.97% | 7.30% | |||
Effective interest rate | 7.86% | ||||
Notes Payable to Banks | Term A Loans | 3-Month LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 6.37% | ||||
Notes Payable to Banks | Term B and Term C Loans | |||||
Debt Instrument [Line Items] | |||||
Aggregate borrowing capacity | $ 10,000,000 | ||||
Number of interest only payments for term loans (in payments) | payment | 1 | ||||
Number of principal and interest payments (in payments) | payment | 24 | ||||
Notes Payable to Banks | Term B Loans | |||||
Debt Instrument [Line Items] | |||||
Fixed interest rate | 6.97% | 7.30% | |||
Interest rate at period end | 7.86% | ||||
Notes Payable to Banks | Term B Loans | 3-Month LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 6.37% | ||||
Notes Payable to Banks | Term C Loans | |||||
Debt Instrument [Line Items] | |||||
Fixed interest rate | 6.97% | 7.30% | |||
Effective interest rate | 7.86% | ||||
Notes Payable to Banks | Term C Loans | 3-Month LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 6.37% |
Fair Value Measurements and A38
Fair Value Measurements and Available for Sale Investments - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | $ 251,005 | |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 79,397 | |
Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 59,948 | |
Commercial and corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 111,660 | |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock warrant liabilities | $ 3,241 | |
Fair Value, Measurements, Recurring | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 79,397 | |
Fair Value, Measurements, Recurring | Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 59,948 | |
Fair Value, Measurements, Recurring | Commercial and corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 111,660 | |
Fair Value, Measurements, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 41,318 | 31,955 |
Fair Value, Measurements, Recurring | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 28,817 | 17,620 |
Fair Value, Measurements, Recurring | Quoted Market Prices for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock warrant liabilities | 0 | |
Fair Value, Measurements, Recurring | Quoted Market Prices for Identical Assets (Level 1) | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 79,397 | |
Fair Value, Measurements, Recurring | Quoted Market Prices for Identical Assets (Level 1) | Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 0 | |
Fair Value, Measurements, Recurring | Quoted Market Prices for Identical Assets (Level 1) | Commercial and corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 0 | |
Fair Value, Measurements, Recurring | Quoted Market Prices for Identical Assets (Level 1) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 41,318 | 31,955 |
Fair Value, Measurements, Recurring | Quoted Market Prices for Identical Assets (Level 1) | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 28,817 | 17,620 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock warrant liabilities | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 59,948 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Commercial and corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 111,660 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred stock warrant liabilities | 3,241 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Commercial and corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | $ 0 | $ 0 |
Fair Value Measurements and A39
Fair Value Measurements and Available for Sale Investments - Fair Value Assumptions (Details) - Derivative Financial Instruments, Liabilities - Fair Value, Measurements, Recurring - Series C Preferred Stock - $ / shares | Jan. 31, 2017 | Dec. 31, 2016 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value of preferred stock (in dollars per share) | $ 16.95 | $ 12.67 |
Exercise price (in dollars per share) | $ 4.55 | $ 4.55 |
Risk-free interest rate | 1.40% | 1.50% |
Volatility | 88.80% | 88.60% |
Dividend Yield | 0.00% | 0.00% |
Contractual term (in years) | 3 years 9 months | 3 years 9 months 30 days |
Weighted-average measurement date fair value per share (in dollars per share) | $ 13.71 | $ 9.65 |
Fair Value Measurements and A40
Fair Value Measurements and Available for Sale Investments - Liabilities with Significant Unobservable Inputs (Details) - Series C Preferred Stock - Derivative Financial Instruments, Liabilities - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred Stock Warrant Liabilities: | ||
Beginning balance | $ (3,241) | $ (1,549) |
Issuance of Series C preferred Stock warrants | 0 | (936) |
Net gains (losses) included in other expense | (1,366) | (756) |
Reclassification of warrant liabilities to equity | 4,607 | 0 |
Ending balance | $ 0 | $ (3,241) |
Fair Value Measurements and A41
Fair Value Measurements and Available for Sale Investments - Fair Value of Other Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable | $ 14,428 | $ 13,809 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable | $ 15,650 | $ 15,531 |
Fair Value Measurements and A42
Fair Value Measurements and Available for Sale Investments - Available-for-sale Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 251,431 | |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (428) | |
Total Fair Value | 251,005 | |
Long-term investments | 75,897 | $ 0 |
Agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 60,100 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (152) | |
Total Fair Value | 59,948 | |
Available for Sale investments, current | 27,200 | |
Long-term investments | $ 32,800 | |
Agency securities | Minimum | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Investments outstanding, maturity date range (in years) | 1 year | |
Agency securities | Maximum | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Investments outstanding, maturity date range (in years) | 2 years | |
Commercial and corporate obligations | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 111,823 | |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (165) | |
Total Fair Value | 111,660 | |
Available for Sale investments, current | 87,000 | |
Long-term investments | 24,700 | |
U.S. treasury securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 79,508 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (111) | |
Total Fair Value | 79,397 | |
Available for Sale investments, current | 60,900 | |
Long-term investments | $ 18,400 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 17, 2017 | Jul. 13, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 13, 2017 |
Equity [Abstract] | ||||||
Common stock, shares authorized (in shares) | 500,000,000 | 17,214,000 | 60,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 0 | 11,520,698 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares issued (in shares) | 23,791,392 | 2,651,000 | ||||
Common stock, shares outstanding (in shares) | 23,791,392 | 2,651,000 | ||||
Class of Stock [Line Items] | ||||||
Repurchase of shares (in shares) | 0 | 1,457 | 0 | |||
Stock issued during period (in shares) | 3,000,000 | |||||
Shares issued (in dollars per share) | $ 68.50 | |||||
Series D convertible preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during period (in shares) | 5,490,973 | |||||
Shares issued (in dollars per share) | $ 7.42 | |||||
Net proceeds from stock issued | $ 40.7 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercised, number of shares represented (as shares) | 477,908 | |||||
Warrants exercised, number of shares represented, cashless exercise (as shares) | 359,999 | |||||
Shares issued as a result of warrants exercised (in shares) | 398,837 | |||||
Repurchase of shares (in shares) | 2,000 | |||||
Stock issued during period (in shares) | 9,021,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Issued and Outstanding: | ||
Stock options (in shares) | 2,425,903 | 1,879,428 |
Warrant for shares of common stock (in shares) | 16,770 | |
Shares reserved for future award grants (in shares) | 1,379,575 | |
Common stock, shares reserved for issuance (in shares) | 3,822,248 |
Equity Incentive Plans - Narrat
Equity Incentive Plans - Narrative (Details) - USD ($) $ in Thousands | Jan. 26, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, shares reserved for issuance (in shares) | 3,822,248 | |||
Stock options outstanding (in shares) | 2,425,903 | 1,879,428 | ||
Shares reserved for future award grants (in shares) | 1,379,575 | |||
Proceeds from issuance of common stock, upon the exercise of stock options | $ 979 | $ 31 | $ 160 | |
Granted (in shares) | 1,099,806 | 330,622 | 1,040,093 | |
Unrecognized compensation cost | $ 14,900 | |||
Employee and Nonemployee Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 4 years | |||
Award expiration period (in years) | 10 years | |||
Weighted average period remaining for amortization of unrecognized compensation cost (in years) | 2 years 5 months 28 days | |||
Options | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 1 year | |||
Award expiration period (in years) | 10 years | |||
Equity Incentive Plan, 2017 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, shares reserved for issuance (in shares) | 1,955,506 | |||
Annual increase in number of shares available for issuance | 4.00% | |||
Stock options outstanding (in shares) | 2,425,903 | |||
Shares reserved for future award grants (in shares) | 1,379,575 | |||
Equity Incentive Plan, 2017 | Formerly Issuable Common Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, shares reserved for issuance (in shares) | 308,343 | |||
Employee Stock Purchase Plan, 2017 | Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, shares reserved for issuance (in shares) | 218,000 | |||
Annual increase in number of shares available for issuance | 1.00% |
Equity Incentive Plans - Option
Equity Incentive Plans - Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares Subject to Options | |||
Stock options outstanding, beginning balance (in shares) | 1,879,428 | ||
Granted (in shares) | 1,099,806 | 330,622 | 1,040,093 |
Exercises (in shares) | (199,191) | ||
Forfeitures and cancellations (in shares) | (354,140) | ||
Stock options outstanding, ending balance (in shares) | 2,425,903 | 1,879,428 | |
Stock options exercisable, ending balance (in shares) | 1,131,354 | ||
Weighted-Average Exercise Price per Share | |||
Stock options outstanding, beginning balance (in dollars per share) | $ 4.34 | ||
Granted (in dollars per share) | 24.44 | ||
Exercises (in dollars per share) | 4.92 | ||
Forfeitures and cancellations (in dollars per share) | 13.72 | ||
Stock options outstanding, ending balance (in dollars per share) | 12.03 | $ 4.34 | |
Stock options exercisable, ending balance (in dollars per share) | $ 3.23 | ||
Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value | |||
Weighted average remaining contractual term, options outstanding (in years) | 7 years 4 months 22 days | ||
Weighted average remaining contractual term, options exercisable (in years) | 5 years 9 months 8 days | ||
Aggregate intrinsic value, options outstanding | $ 215,142,600 | ||
Aggregate intrinsic value, options exercisable | $ 110,292,800 |
Equity Incentive Plans - Opti47
Equity Incentive Plans - Option Fair Value Assumptions (Details) - Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.00% | 1.40% | 1.40% |
Expected volatility | 64.30% | 70.50% | 71.20% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 6 years 3 months | 6 years 3 months | 6 years 1 month 7 days |
Weighted average grant date fair value per share (in dollars per share) | $ 14.82 | $ 4.35 | $ 4.48 |
Equity Incentive Plans - Alloca
Equity Incentive Plans - Allocation of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 4,378 | $ 1,160 | $ 604 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 1,347 | 420 | 282 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 3,031 | $ 740 | $ 322 |
Australia Research and Develo49
Australia Research and Development Tax Incentive (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Tax Credit Carryforward [Line Items] | |||
Australian tax incentive receivable | $ 1,601 | $ 4,118 | |
Research and development tax incentive credit received during the period | $ 4,600 | $ 3,000 | |
Australian Taxation Office | Subsidiaries | |||
Tax Credit Carryforward [Line Items] | |||
Refundable tax incentive for qualified research and development activities | 43.50% | 45.00% | 45.00% |
Research and development | $ 1,500 | $ 7,200 | $ 3,000 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Employer contributions to the plan | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Extension option period | 5 years | ||
Operating leases, rent expense | $ 500 | $ 500 | $ 400 |
Deferred rent expense | 200 | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,018 | 550 | ||
2,019 | 569 | ||
2,020 | 589 | ||
2,021 | 402 | ||
2,022 | 0 | ||
Thereafter | 0 | ||
Total minimum payments required | $ 2,110 |
Commitments and Contingencies52
Commitments and Contingencies - Licensing Agreements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Licensing agreement, remaining life | 17 years | ||
License costs | $ 500,000 | $ 300,000 | $ 200,000 |
Cash payments under licensing agreements | 600,000 | 200,000 | $ 200,000 |
Future minimum annual cash obligations, next 12 months | 200,000 | ||
Future minimum annual cash obligations, thereafter | $ 200,000 | ||
License agreement, obligation payable period | 10 years | ||
Standby Letters of Credit | |||
Finite-Lived Intangible Assets [Line Items] | |||
Letters of credit outstanding | $ 60,000 | $ 60,000 |
Income Taxes - Components of in
Income Taxes - Components of income/(loss) before income tax provision (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (27,494) | $ (632) | $ 1,719 |
Foreign | (2,576) | (3,627) | (6,985) |
Loss before income taxes | $ (30,070) | $ (4,259) | $ (5,266) |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 17,408 | $ 15,300 |
Research and development credits | 4,773 | 3,086 |
Other, net | 1,686 | 1,017 |
Total deferred tax assets | 23,867 | 19,403 |
Deferred Tax Liabilities: | ||
Fixed assets | (57) | (108) |
Total deferred tax liabilities | (57) | (108) |
Net deferred tax assets | 23,810 | 19,295 |
Less: valuation allowance | (23,810) | (19,295) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||
Excess tax benefits associated with the exercise of non-qualified stock options | $ 400,000 | |||
Disqualifying dispositions of incentive stock options | 700,000 | |||
Tax act, change in tax rate, decrease in deferred tax asset | 7,600,000 | |||
Unrecognized tax benefits that if recognized and realized would affect the effective tax rate | 0 | $ 0 | ||
Interest or penalties on uncertain tax benefits | 0 | $ 0 | $ 0 | |
Federal tax authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 60,100,000 | |||
Net operating loss carryforward, utilization limitation | $ 5,300,000 | |||
Federal tax authority | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Research tax credit carryforwards | 3,000,000 | |||
Tax credit carryforward, utilization limitation | 200,000 | |||
State tax authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 57,200,000 | |||
Net operating loss carryforward, utilization limitation | 5,400,000 | |||
State tax authority | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Research tax credit carryforwards | 2,900,000 | |||
Tax credit carryforward, utilization limitation | $ 200,000 | |||
Foreign Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 2,600,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Expected income tax expense (benefit) at federal statutory tax rate | $ (10,223) | $ (1,448) | $ (1,790) |
State income taxes, net of federal benefit | (787) | (174) | (206) |
Permanent items | 13 | 12 | 10 |
Equity compensation | (739) | 163 | 144 |
Change in fair value of preferred stock warrant liabilities | 464 | 257 | 434 |
Research and development expenditure | 679 | 789 | 0 |
Return to provision adjustment | 11 | 1,957 | 2 |
Rate differential | 297 | 52 | 279 |
Federal rate adjustment - tax reform | 7,595 | 0 | 0 |
Research credits | (1,554) | (814) | 13 |
Change in the valuation allowance | 4,244 | (794) | 1,253 |
Income tax expense | $ 0 | $ 0 | $ 139 |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of the year | $ 409 | $ 252 |
Decrease related to prior year tax positions | 0 | 97 |
Increase related to current year tax positions | 182 | 60 |
Balance at the end of the year | $ 591 | $ 409 |
Selected Quarterly Financial 58
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating income (loss) | $ (7,151) | $ (9,087) | $ (2,555) | $ (9,988) | $ (3,174) | $ (1,075) | $ 2,363 | $ (1,139) | $ (28,781) | $ (3,025) | $ (3,322) |
Net income (loss) | $ (6,861) | $ (9,090) | $ (2,684) | $ (11,435) | $ (4,578) | $ (1,115) | $ 2,322 | $ (888) | $ (30,070) | $ (4,259) | |
Per common share: | |||||||||||
Income (loss) per share, basic (in dollars per share) | $ (0.30) | $ (0.45) | $ (0.13) | $ (0.75) | $ (1.73) | $ (0.42) | $ 0.07 | $ (0.34) | $ (1.52) | $ (1.62) | |
Income (loss) per share, diluted (in dollars per share) | $ (0.30) | $ (0.45) | $ (0.13) | $ (0.75) | $ (1.73) | $ (0.42) | $ 0.05 | $ (0.34) | $ (1.52) | $ (1.62) |