Cover page
Cover page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 27, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-37985 | ||
Entity Registrant Name | ANAPTYSBIO, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-3828755 | ||
Entity Address, Address Line One | 10421 Pacific Center Court | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92121 | ||
City Area Code | 858 | ||
Local Phone Number | 362-6295 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | ANAB | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,391,103,537 | ||
Entity Common Stock, Shares Outstanding | 27,265,262 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE | ||
Entity Central Index Key | 0001370053 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 171,017,000 | $ 113,596,000 |
Australian tax incentive receivable | 0 | 174,000 |
Short-term investments | 203,210,000 | 313,486,000 |
Prepaid expenses and other current assets | 3,506,000 | 6,960,000 |
Total current assets | 377,733,000 | 434,216,000 |
Property and equipment, net | 1,618,000 | 1,445,000 |
Long-term investments | 54,305,000 | 73,128,000 |
Other long-term assets | 1,481,000 | 148,000 |
Restricted cash | 60,000 | 60,000 |
Total assets | 435,197,000 | 508,997,000 |
Current liabilities: | ||
Accounts payable | 16,237,000 | 5,443,000 |
Accrued expenses | 11,052,000 | 8,761,000 |
Notes payable, current portion | 1,375,000 | 7,574,000 |
Other current liabilities | 871,000 | 58,000 |
Total current liabilities | 29,535,000 | 21,836,000 |
Other long-term liabilities | 654,000 | 796,000 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized and no shares, issued or outstanding at December 31, 2019 and December 31, 2018, respectively | 0 | 0 |
Common stock, $0.001 par value, 500,000 shares authorized, 27,255 shares and 26,922 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 27,000 | 27,000 |
Additional paid in capital | 648,669,000 | 633,251,000 |
Accumulated other comprehensive income (loss) | 338,000 | (223,000) |
Accumulated deficit | (244,026,000) | (146,690,000) |
Total stockholders’ equity | 405,008,000 | 486,365,000 |
Total liabilities, preferred stock and stockholders’ equity | $ 435,197,000 | $ 508,997,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
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 | 500,000,000 |
Common stock, shares issued (in shares) | 27,255,082 | 26,922,000 |
Common stock, shares outstanding (in shares) | 27,255,082 | 26,922,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Collaboration revenue | $ 8,000 | $ 5,000 | $ 10,000 |
Operating expenses: | |||
Research and development | 99,338 | 56,196 | 29,443 |
General and administrative | 16,094 | 15,526 | 9,338 |
Total operating expenses | 115,432 | 71,722 | 38,781 |
Loss from operations | (107,432) | (66,722) | (28,781) |
Other income (expense), net: | |||
Interest expense | (1,041) | (1,652) | (1,775) |
Change in fair value of liability for preferred stock warrants | 0 | 0 | (1,366) |
Interest income | 10,984 | 6,685 | 1,623 |
Other (expense) income, net | 1 | (159) | 229 |
Total other income (expense), net | 9,944 | 4,874 | (1,289) |
Loss before income taxes | (97,488) | (61,848) | (30,070) |
Provision for income taxes | 152 | 192 | 0 |
Net loss | (97,336) | (61,656) | (30,070) |
Other comprehensive income (loss): | |||
Unrealized income (loss) on available for sale securities, net of tax of $153, $55, and $0, respectively | 561 | 203 | (426) |
Comprehensive loss | $ (96,775) | $ (61,453) | $ (30,496) |
Net loss per common share: | |||
Basic and diluted (in dollars per share) | $ (3.60) | $ (2.50) | $ (1.52) |
Weighted-average number of shares outstanding: | |||
Basic and diluted (in shares) | 27,059 | 24,673 | 19,782 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Income tax expense related to other comprehensive income | $ 153 | $ 55 | $ 0 |
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 Income (Loss) | Accumulated Deficit |
Shares, Outstanding, Beginning Balance (in Shares) at Dec. 31, 2016 | 3,963,000 | 1,593,000 | 474,000 | 5,491,000 | 2,651,000 | ||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2016 | $ (38,248) | $ 28,220 | $ 6,452 | $ 2,156 | $ 40,688 | $ 3 | $ 16,672 | $ 0 | $ (54,923) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Shares issued for public offerings, net of underwriters' fees (in shares) | 9,021,000 | ||||||||
Shares issued for public offerings, net of underwriters' fees | 292,537 | $ 9 | 292,528 | ||||||
Total offering costs | (4,228) | (4,228) | |||||||
Shares issued under employee stock plans (in shares) | 199,000 | ||||||||
Shares issued under employee stock plans | 979 | 979 | |||||||
Conversion of preferred stock (in shares) | (3,963,000) | (1,593,000) | (474,000) | (5,491,000) | (11,521,000) | ||||
Conversion of preferred stock | 77,516 | $ (28,220) | $ (6,452) | $ (2,156) | $ (40,688) | $ 12 | 77,504 | ||
Warrants exercised (in shares) | 399,000 | ||||||||
Warrants exercised | 536 | 536 | |||||||
Reclassification of warrants | 4,607 | 4,607 | |||||||
Forfeiture rate adjustment | 0 | 41 | (41) | ||||||
Stock-based compensation | 4,378 | 4,378 | |||||||
Comprehensive income (loss) | (426) | (426) | |||||||
Net loss | (30,070) | (30,070) | |||||||
Shares, Outstanding, Ending Balance (in Shares) at Dec. 31, 2017 | 0 | 0 | 0 | 0 | 23,791,000 | ||||
Stockholders' Equity, Ending Balance at Dec. 31, 2017 | 307,581 | $ 0 | $ 0 | $ 0 | $ 0 | $ 24 | 393,017 | (426) | (85,034) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Shares issued for public offerings, net of underwriters' fees (in shares) | 2,530,000 | ||||||||
Shares issued for public offerings, net of underwriters' fees | 227,476 | $ 3 | 227,473 | ||||||
Total offering costs | (145) | (145) | |||||||
Shares issued under employee stock plans (in shares) | 584,000 | ||||||||
Shares issued under employee stock plans | 2,869 | 2,869 | |||||||
Warrants exercised (in shares) | 17,000 | ||||||||
Warrants exercised | 76 | 76 | |||||||
Stock-based compensation | 9,961 | 9,961 | |||||||
Comprehensive income (loss) | 203 | 203 | |||||||
Net loss | (61,656) | (61,656) | |||||||
Shares, Outstanding, Ending Balance (in Shares) at Dec. 31, 2018 | 0 | 0 | 0 | 0 | 26,922,000 | ||||
Stockholders' Equity, Ending Balance at Dec. 31, 2018 | $ 486,365 | $ 0 | $ 0 | $ 0 | $ 0 | $ 27 | 633,251 | (223) | (146,690) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Shares issued under employee stock plans (in shares) | 333,260 | 333,000 | |||||||
Shares issued under employee stock plans | $ 3,007 | 3,007 | |||||||
Stock-based compensation | 12,411 | 12,411 | |||||||
Comprehensive income (loss) | 561 | 561 | |||||||
Net loss | (97,336) | (97,336) | |||||||
Shares, Outstanding, Ending Balance (in Shares) at Dec. 31, 2019 | 0 | 0 | 0 | 0 | 27,255,000 | ||||
Stockholders' Equity, Ending Balance at Dec. 31, 2019 | $ 405,008 | $ 0 | $ 0 | $ 0 | $ 0 | $ 27 | $ 648,669 | $ 338 | $ (244,026) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (97,336) | $ (61,656) | $ (30,070) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 514 | 315 | 183 |
Stock-based compensation | 12,411 | 9,961 | 4,378 |
Change in fair value of liability for preferred stock warrants | 0 | 0 | 1,366 |
Accretion/amortization of investments, net | (2,633) | (1,233) | 11 |
Non-cash interest expense | 676 | 646 | 619 |
Income taxes | 0 | 139 | 0 |
Changes in operating assets and liabilities: | |||
Receivable from collaborative partners | 0 | 0 | 1,225 |
Australian tax incentive receivable | 174 | 1,427 | 2,517 |
Prepaid expenses and other assets | 2,178 | (5,188) | (1,885) |
Accounts payable and other liabilities | 14,499 | 7,083 | 2,218 |
Net cash used in operating activities | (69,517) | (48,506) | (19,438) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of investments | (251,815) | (347,537) | (290,905) |
Sales and maturities of investments | 384,051 | 206,149 | 48,137 |
Purchases of property and equipment | (805) | (1,063) | (290) |
Net cash provided by (used in) investing activities | 131,431 | (142,451) | (243,058) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from public offerings, net of underwriters' fees | 0 | 227,476 | 292,537 |
Proceeds from issuance of common stock, upon the exercise of stock options | 3,007 | 2,869 | 979 |
Proceeds from issuance of common stock, upon the exercise of warrants | 0 | 76 | 536 |
Payments on notes payable | (7,500) | (6,875) | 0 |
Payments for offering costs, net | 0 | (182) | (1,599) |
Net cash (used in) provided by financing activities | (4,493) | 223,364 | 292,453 |
Net increase in cash, cash equivalents, and restricted cash | 57,421 | 32,407 | 29,957 |
Cash, cash equivalents and restricted cash, beginning of period | 113,656 | 81,249 | 51,292 |
Cash, cash equivalents and restricted cash, end of period | 171,077 | 113,656 | 81,249 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
Interest paid | 424 | 1,043 | 1,089 |
Non-cash investing and financing activities: | |||
Amounts accrued for property and equipment | 41 | 159 | 191 |
Amounts accrued for offering costs | 0 | 0 | 37 |
Reclassification of warrants to equity | $ 0 | $ 0 | $ 4,607 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2019 | |
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 clinical stage biotechnology company developing first-in-class immunology therapeutic product candidates to patients. We are focused on emerging immune control mechanisms applicable to inflammation and immuno-oncology indications. We develop our product candidates using our proprietary antibody discovery technology platform, which is based upon a breakthrough understanding of the natural process of antibody generation, known as somatic hypermutation, or SHM, and replicates this natural process of antibody generation in vitro . We currently generate revenue from milestones achieved under our collaborative research and development arrangements. Since our inception, we have devoted our primary effort to raising capital and research and development activities. Our financial support has been provided primarily from the sale of our common and preferred stock, as well as through funds 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. Management believes its currently available resources will provide sufficient funds to enable the Company to meet its operating plans for at least the next twelve months. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Public Offerings and Related Transactions Initial Public Offering On January 31, 2017, we completed an initial public offering, or IPO, selling 5,750,000 shares, which included the exercise of the underwriters’ option to purchase an additional 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. Follow-on Public Offerings 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. On September 28, 2018, we completed an underwritten public offering of 2,530,000 shares of common stock, which included the exercise of the underwriters’ option to purchase an additional 330,000 shares of common stock. All shares were offered by us at a price to the public of $94.46 per share. The aggregate net proceeds received by us from the offering were $227.5 million , net of underwriting discounts and commissions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies 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 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, 2019 and 2018 , respectively, which we used to secure a letter of credit provided as security for the operating lease for our corporate headquarters. 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 income (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, certificates of deposit, 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, 2019 , 2018 , or 2017 . Leases On January 1, 2019, we adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02) using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under Topic 840 . We elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract was, or contains a lease, and our initial direct costs for any leases that existed prior to January 1, 2019. We also elected to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. Upon adoption, we recognized total right-of-use, or “ROU”, assets of $2.1 million , with corresponding lease liabilities of $2.3 million on the consolidated balance sheets. The ROU assets include adjustments for prepayments and accrued lease payments. The adoption did not impact our beginning accumulated deficit, or our prior year consolidated statements of operations and statements of cash flows. Under Topic 842, we determine if an arrangement is a lease at inception. All outstanding leases continued to be classified as operating leases. Rent expense is recognized on a straight-line basis. When an operating lease includes rent abatements or requires fixed escalations of the minimum lease payments, the aggregate rental expense is recognized on a straight-line basis over the term of the lease. When an operating lease includes lease incentives such as leasehold improvement allowances, the lease incentive is included in the ROU asset. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the date of adoption of ASC 842, or the lease commencement date. For this purpose, we consider only payments that are fixed and determinable at the time of commencement. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. We account for fixed lease components separately from non-lease components. Under Topic 840 , all current leases were classified as operating leases. Rent expense was recognized on a straight-line basis over the terms of the leases and, accordingly, we recorded the cumulative difference between cash rent payments and the recognition of rent expense as a deferred rent liability. When an operating lease included lease incentives, such as a rent abatements or leasehold improvement allowances, or required fixed escalations of the minimum lease payments, the aggregate rental expense, including such incentives or increases, was 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 utilizes five basic steps to determine whether revenue can be recognized and to what extent: (i) identify the contract with a customer; (ii) identify the performance obligation; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) determine the recognition period. Performance Obligations. We evaluate deliverables on a contract by contract basis to determine whether each deliverable represents a good or service that is distinct or has the same pattern of transfer as other deliverables. A deliverable is considered distinct if the customer can benefit from the good or service independently of other goods/services either in the contract or that can be obtained elsewhere, without regard to contract exclusivity, and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contact. If the deliverable is not considered distinct, we combine such deliverables and account for them as a single performance obligation. We allocate the consideration to each deliverable at the inception of the arrangement based on the transaction price. Our performance obligations may include the following: • License Arrangements. The performance obligations under our collaboration and license agreements generally include exclusive or nonexclusive licenses to one or more products generated using our technologies. Licenses for multiple antibodies within a single contract are generally combined as they have substantially the same pattern of transfer to the customer. Historically, our licenses have held no value to the customer, as the antibodies were in the discovery phase and required our expertise for further development. Accordingly, licenses are not considered distinct. • Research and Development Services. The performance obligations under our collaboration and license agreements generally include research and development services we perform on behalf of or with our collaborators. As discussed within license arrangements above, our licenses have historically held no value without the research and development services we provide. As we generally only provide research and development services for internally generated antibodies that require a license to be utilized by a third party, our research and development services are not considered distinct. • Steering Committee Meetings. The performance obligations under our collaboration and license agreements may also include our participation in a steering committees, which allows us to direct the progression of our discovery programs. As these steering committees would not occur or benefit the customer without the use of our licenses, these are not considered distinct. We recognize consideration allocated to a performance obligation as the performance obligation is satisfied, and the determination as to whether consideration is recognized over time or at a point in time is made upon contract inception. For our collaboration agreements, this is generally over the period in which research and development services have been performed. Transaction Price. Our collaboration and license agreements generally include both fixed and variable consideration. Fixed payments, such as those for upfront fees are included in the transaction price at contract value, while variable consideration such as reimbursement for research and development services, milestone and royalty payments are estimated and then evaluated for constraints upon inception of the contract and evaluated on a quarterly basis thereafter. Research and development services are updated for actual invoices. Given the nature of our agreements, milestones are estimated using the most likely amount and are evaluated on a quarterly basis. Upon commercialization, royalty payments will be recognized in the period incurred. Research and Development Expenses Research and development costs primarily include third-party clinical and preclinical research and development services such as manufacturing, laboratory and related supplies, salaries and personnel-related costs, in-licensing fees, outside services, and an allocation of information technology, and facility overhead costs. Costs associated with research and development activities are expensed as incurred. We account for nonrefundable advance payments for goods and services that will be used in future research and development activities as expense when the service has been performed or when the goods have been received. We estimate research and development costs incurred during the period, which impacts the amount of accrued expenses and prepaid balances related to such costs as of each balance sheet date. This process involves reviewing open contracts and purchase orders, communicating with our personnel and service providers to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost. The majority of our service providers invoice us monthly in arrears for services performed or when contractual milestones are met. We make estimates of our accrued expenses as of each balance sheet date based on facts and circumstances known to us at that time. We periodically confirm the accuracy of our estimates with the service providers and make adjustments if necessary. The significant estimates in our accrued research and development expenses include the costs incurred for services performed by our vendors in connection with research and development activities for which we have not yet been invoiced. 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. 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. We recognize forfeitures in the period in which forfeiture occur and record stock-based compensation expense as though all awards are expected to vest. No tax benefits for stock-based compensation have been recognized in the statements of changes in stockholders’ equity 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. Comprehensive Income (Loss) Comprehensive income (loss) represents all changes in stockholders’ equity except those resulting from distributions to stockholders. Our unrealized gain and losses on available for sale investments represent the only component of other comprehensive income (loss) that is excluded from the reported net income (loss). Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common equivalent shares outstanding for the period, as well as any dilutive effect from outstanding stock options and warrants using the treasury stock method. For each period presented, there is no difference in the number of shares used to calculate basic and 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) 2019 2018 2017 Options to purchase common stock 2,462 2,451 2,478 Warrants to purchase common stock — — 161 Total 2,462 2,451 2,639 Accounting Pronouncements Recently Adopted On January 1, 2019, we adopted Topic 842, as amended, which supersedes the lease accounting guidance under Topic 840 , and generally requires lessees to recognize operating and financing lease liabilities and corresponding ROU assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We adopted the new guidance using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application and not restating comparative periods. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. For information regarding the impact of Topic 842 adoption, see Significant Accounting Policies - Leases above and Note 11 - Commitments and Contingencies. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board “FASB” issued ASU 2019-12, Income Taxes (Topic 740) intended to simplify the accounting for income taxes. The guidance removes the following exceptions: 1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, 2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, 3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary and 4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. Additionally, the guidance simplifies the accounting for income taxes by: 1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, 2) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction, 3) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements (although the entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority), 4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date and 5) making minor improvements for income tax accounting related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2020. Different components of the guidance require retrospective, modified retrospective or prospective adoption, and early adoption is permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , which changes the accounting treatment for recognizing the impairment of financial assets. Under the new guidance, credit losses for certain types of financial instruments will be estimated based on expected losses. The new guidance also eliminates the other-than-temporary impairment model for available-for-sale (AFS) debt securities. Entities will begin to recognize credit losses on AFS debt securities as allowances rather than as reductions in the carrying value of the securities. Impairment that is not credit-related impairment will continue to be recognized in other comprehensive income and entities will no longer consider the length of time a security has been in an unrealized loss position when determining whether a credit loss exists. ASU 2016-13 becomes effective for annual and interim periods beginning after December 15, 2019; early adoption is permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements. |
Balance Sheet Accounts and Supp
Balance Sheet Accounts and Supplemental Disclosures | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 December 31, 2018 Laboratory equipment $ 4,911 $ 4,287 Office furniture and equipment 811 780 Leasehold improvements 575 575 Property and equipment, gross 6,297 5,642 Less: accumulated depreciation and amortization (4,679 ) (4,197 ) Total property and equipment, net $ 1,618 $ 1,445 Accrued Expenses Accrued expenses consist of the following: (in thousands) December 31, 2019 December 31, 2018 Accrued compensation and related expenses $ 2,152 $ 2,421 Accrued professional fees 435 442 Accrued research and development expenses 8,196 5,577 Other 269 321 Total accrued expenses $ 11,052 $ 8,761 |
Collaborative Research and Deve
Collaborative Research and Development Agreements | 12 Months Ended |
Dec. 31, 2019 | |
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., or collectively, TESARO, an oncology-focused biopharmaceutical company now a part of GlaxoSmithKline. 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 an undisclosed 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. Prior to the adoption of ASC 606, Revenue from Contracts with Customers , 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, and have since been recognized in full. We assessed this arrangement in accordance with ASC 606 and concluded that the contract counterparty, TESARO, is a customer. We identified the following material promises under the TESARO Agreement: (1) the licenses under certain patent rights relating to six discovery programs (four targets) and transfer of certain development and regulatory information, (2) R&D services and (3) Joint Steering Committee meetings. We considered the research and discovery capabilities of TESARO for these specific programs, TESARO’s inability to sub-license, and the fact that the discovery and optimization of these antibodies is proprietary and could not, at the time of the contract inception, be provided by other vendors, to conclude that the license does not have stand-alone functionality and is therefore not distinct. Additionally, we determined that the steering committee participation would not have been provided without the R&D services and license agreement. Based on these assessments, we identified all services to be interrelated, and therefore concluded that the promises should be combined into a single performance obligation at the inception of the arrangement. As of December 31, 2019 , the transaction price includes the upfront payment, research reimbursement revenue, and milestones earned to date, which are allocated in their entirety to the single performance obligation. We earned and recognized two clinical milestones for $8.0 million during the year ended December 31, 2019 . No other future clinical or regulatory milestones have been included in the transaction price, as all milestone amounts were subject to the revenue constraint. As part of the constraint evaluation, we considered numerous factors including the fact that the receipt of milestones is outside of our control and contingent upon success in future clinical trials, an outcome that is difficult to predict, and the licensees’ efforts. Any consideration related to sales-based milestones, including royalties, will be recognized when the related sales occur as they were determined to relate predominantly to the IP license granted to TESARO and therefore have also been excluded from the transaction price. We will re-evaluate the variable transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. Milestones recognized through December 31, 2019 under the TESARO Agreement are as follows: Anti-PD-1 Anti-TIM-3 Anti-LAG-3 Milestone Event Amount Quarter Recognized Amount Quarter Recognized Amount Quarter Recognized 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 $3.0M Q4'19 Phase 3 clinical trial initiation - first indication $5.0M Q3'18 — — — — Phase 3 clinical trial initiation - second indication $5.0M Q2'19 — — — — Milestones achieved during the discovery period were recognized as revenue pro-rata through December 31, 2016. Milestones achieved during fiscal 2017 were recognized as revenue in the period earned, while milestones after December 31, 2017 are recognized upon determination that a significant reversal of revenue would not be probable. Cash is generally received within 30 days of milestone achievement. We recognized $8.0 million in revenue under this agreement during the year ended December 31, 2019 related to two milestones and recognized $5.0 million during the year ended December 31, 2018 related to one milestone. We recognized aggregated revenue under this agreement of $10.0 million during the year ended December 31, 2017 related to three milestones. Antibody Generation Agreement with Celgene Corporation In December 2011, we entered into a license and collaboration agreement with Celgene, now a part of Bristol-Myers Squibb, 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. We assessed this arrangement in accordance with ASC Topic 606 and concluded that the contract counterparty, Celgene, is a customer. We identified the following material promises under the Celgene Agreement: (1) the licenses under certain patent rights relating to four targets and transfer of certain development and regulatory information, (2) R&D services, (3) a written report documenting findings and (4) Steering Committee meetings. We considered the research and discovery capabilities of Celgene, Celgene’s inability to sub-license the four targets, and the fact that the discovery and optimization of these antibodies is proprietary and could not, at the time of the contract inception, be provided by other vendors, to conclude that the license does not have stand-alone functionality and is therefore not distinct. Additionally, we determined that the report of findings and steering committee participation would not have been provided without the R&D services and license agreement. Based on these assessments, we identified all services to be interrelated, and therefore concluded that the promises should be combined into a single performance obligation at the inception the arrangement. As of December 31, 2019 , the transaction price includes the upfront payment, success fees, expense reimbursement, and milestones earned to date, which are allocated in their entirety to the single performance obligation. None of the future clinical or regulatory milestones have been included in the transaction price, as all milestone amounts were subject to the revenue constraint. As part of the constraint evaluation, we considered numerous factors, including the fact that the receipt of milestones is outside of our control and contingent upon success in future clinical trials and the licensees’ efforts. Any consideration related to sales-based milestones, including royalties, will be recognized when the related sales occur as they were determined to relate predominantly to the IP license granted to Celgene and therefore have also been excluded from the transaction price. We will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. Milestones achieved through December 31, 2019 under the Celgene Agreement are as follows: Anti-PD-1 Milestone Event Amount Quarter Recognized Completion of first in vivo toxicology studies using GLPs $0.5M Q2'16 Phase 1 clinical trial initiation $1.0M Q4'16 Revenue from future contingent milestone payments will be recognized when it is more likely than not that the revenue will not be reversed in future periods. Cash is generally received within 30 days of milestone achievement. There was no revenue recognized under this agreement during the years ended December 31, 2019 , 2018 , and 2017. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
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 with a fixed interest rate 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, and Term A, B and C Loans are now collectively referred to as the Term Loans. Principal repayments began in February 2018, and as of December 31, 2019 , there is one monthly principal and interest payment remaining on the Term Loans, with final maturity in January 2020. The Term Loans bear interest equal to the greater of 3-month U.S. LIBOR plus 6.37% or 7.3% . The interest rate was 8.28% as of December 31, 2019 . 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% . 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 were accounted for as equity from the conversion date forward. All warrants related to Term Loans were exercised during the year ended December 31, 2017 . The costs incurred to issue the Term Loans were deferred and are included in the discount to the carrying value of the Term Loans in the accompanying balance sheet. The Term Loans also include a final payment fee of $0.8 million due at the earlier of prepayment or the maturity date of the Term Loans. The deferred costs and the final payment fee are being amortized to interest expense over the expected term of the Term A Loans using the effective interest method. As of December 31, 2019 , the carrying amount of the Term Loans was $1.4 million , which includes amortized final payment fees of $0.8 million and remaining principal payments of $0.6 million classified as current liabilities. The effective interest rate on the Term Loans at December 31, 2019 was 12.67% . The Term Loans are secured by a first priority interest in most of our assets, excluding intellectual property. As of December 31, 2019 , 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, 2019 | |
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. 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; and 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, 2019 Money market funds (1) $ 162,928 $ 162,928 $ — $ — Mutual funds (1) 7,619 7,619 — — U.S. treasury securities (2) 96,434 96,434 — — Certificates of deposit (2) 5,428 — 5,428 — Agency securities (2) 33,623 — 33,623 — Commercial and corporate obligations (2) 122,030 — 122,030 — At December 31, 2018 Money market funds (1) $ 87,213 $ 87,213 $ — $ — Mutual funds (1) 7,967 7,967 — — U.S. treasury securities (2) 164,245 164,245 — — Certificates of deposit (2) 4,784 — 4,784 — Agency securities (1)(2) 81,296 — 81,296 — Commercial and corporate obligations (1)(2) 153,983 — 153,983 — (1) Included in cash and cash equivalents or 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. Fair Value of Other Financial Instruments The fair value of our other financial instruments estimated as of December 31, 2019 and December 31, 2018 are presented below: December 31, 2019 December 31, 2018 Carrying Fair Carrying Fair Notes payable $ 1,375 $ 1,365 $ 8,199 $ 8,806 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. The carrying amounts of certain of our financial instruments, including cash and cash equivalents, Australian tax incentive receivable, accounts payable, and accrued expenses approximate fair value due to their short-term nature. Available for Sale Investments We invest our excess cash in agency securities, debt instruments of financial institutions and corporations, 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, 2019 are as follows: (in thousands) Amortized Gross Gross Total Agency securities (1) $ 33,543 $ 80 $ — $ 33,623 Certificates of deposit (2) 5,381 47 — 5,428 Commercial and corporate obligations (3) 121,809 225 (4 ) 122,030 US Treasury securities (4) 96,236 200 (2 ) 96,434 Total available-for-sale investments $ 256,969 $ 552 $ (6 ) $ 257,515 (1) Of our outstanding agency securities, $16.5 million have maturity dates of less than one year and $17.1 million have a maturity date of between one to two years as of December 31, 2019 . (2) Of our outstanding certificates of deposit, $4.6 million have a maturity date of less than one year and $0.8 million have a maturity date of between one to two years as of December 31, 2019 . (3) Of our outstanding commercial and corporate obligations, $111.1 million have maturity dates of less than one year and $10.9 million have a maturity date of between one to two years as of December 31, 2019 . (4) Of our outstanding U.S. Treasury securities, $70.9 million have maturity dates of less than one year and $25.5 million have a maturity date of between one to two years as of December 31, 2019 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Of the 500,000,000 shares of common stock authorized, 27,255,082 shares were issued and outstanding as of December 31, 2019 . Common stock reserved for future issuance upon the exercise, issuance or conversion of the respective equity instruments at December 31, 2019 are as follows: Issued and Outstanding: Stock options 3,039,880 Shares Reserved For: 2017 Equity Incentive Plan 1,877,211 2017 Employee Stock Purchase Plan 725,132 Total 5,642,223 |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [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 Equity Incentive Plan, or the 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. 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. The 2017 Plan automatically increased by 1,076,877 shares as of January 1, 2019. 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. 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. The ESPP automatically increased by 269,219 shares as of January 1, 2019. 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, 2019 is as follows: Shares Weighted-Average Weighted-Average Aggregate Outstanding at January 1, 2019 2,152,455 $ 27.55 Granted 1,608,917 $ 34.31 Exercises (333,260 ) $ 9.02 Forfeitures and cancellations (388,232 ) $ 56.98 Outstanding at December 31, 2019 3,039,880 $ 29.40 7.71 $ 10,156 Exercisable at December 31, 2019 1,316,137 $ 22.73 5.77 $ 8,374 Total cash received from the exercise of stock options was approximately $3.0 million during the year ended December 31, 2019 . 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 2019 2018 2017 Risk-free interest rate 2.0 % 2.7 % 2.0 % Expected volatility 78.0 % 67.7 % 64.3 % Expected dividend yield — % — % — % Expected term (in years) 6.25 6.25 6.25 Weighted average grant date fair value per share $ 21.99 $ 61.41 $ 14.82 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 non-employee 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. Estimated volatility incorporates historical volatility of our stock price as well as 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 stock-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) 2019 2018 2017 Research and development $ 5,564 $ 3,371 $ 1,347 General and administrative 6,847 6,590 3,031 Total $ 12,411 $ 9,961 $ 4,378 At December 31, 2019 , there was $34.8 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 3.35 |
Australia Research and Developm
Australia Research and Development Tax Incentive | 12 Months Ended |
Dec. 31, 2019 | |
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 43.5% refundable tax incentive for qualified research and development activities during fiscal years 2019, 2018, and 2017. For the years ended December 31, 2019 , 2018 and 2017 , $0.0 million , $0.1 million and $1.5 million , respectively, were recorded as a reduction to research and development expenses in the consolidated statements of operations and comprehensive loss. We received approximately $0.2 million and $1.5 million in cash during the years ended December 31, 2019 and 2018 , respectively, related to the tax incentive. As of December 31, 2019 , we had no remaining tax incentive receivable from the Australian government. The components of loss before income tax benefit consist of the following: Year Ended December 31, (in thousands) 2019 2018 2017 U.S. $ (97,187 ) $ (61,193 ) $ (27,494 ) Foreign (301 ) (655 ) (2,576 ) Consolidated net loss before income taxes $ (97,488 ) $ (61,848 ) $ (30,070 ) Significant components of our deferred tax assets and liabilities are as follows: December 31, (in thousands) 2019 2018 Deferred Tax Assets: Net operating loss carryforwards $ 55,722 $ 35,499 Research and development credits 14,244 9,190 Other, net 4,866 2,948 Total deferred tax assets 74,832 47,637 Deferred Tax Liabilities: Fixed assets (349 ) (49 ) Total deferred tax liabilities (349 ) (49 ) Net deferred tax assets 74,483 47,588 Less: valuation allowance (74,483 ) (47,588 ) 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, 2019 , we had federal and state net operating loss carryforwards, or NOLs, of $239.4 million and $64.1 million , respectively. The federal and state NOLs generated prior to 2018 will both begin to expire in 2028 , unless previously utilized. The federal NOLs include $179.4 million of net operating losses generated in 2018 and after. Federal net operating losses generated in 2018 and after carryover indefinitely and may generally be used to offset up to 80% of future taxable income. At December 31, 2019 we had federal and California research tax credit carryforwards of approximately $11.1 million and $7.6 million , respectively. The federal research tax credit carryforwards will begin to expire in 2026 and the California state credits carryforward indefinitely. We also have foreign tax losses of $3.0 million , which will carry forward indefinitely, subject to a continuity of ownership test. The above NOL carryforward and the federal and state 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, 2017, noting an ownership change in 2017 which may limit the use of our net operating losses. Our use of federal NOL carryforward could be limited further by the provisions of Section 382 of the U.S. Internal Revenue Code of 1986, as amended, 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 a change in ownership were to have occurred, NOL and tax credits carryforwards could be eliminated or restricted. 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 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) 2019 2018 2017 Expected income tax benefit at federal statutory tax rate $ (20,473 ) $ (12,988 ) $ (10,223 ) State income taxes, net of federal benefit (377 ) (166 ) (787 ) Permanent items 34 17 13 Equity compensation (1) (1,122 ) (6,693 ) (739 ) Change in fair value of preferred stock warrant liabilities — — 464 Research and development expenditure — 63 679 Refundable AMT credit — (139 ) — Return to provision adjustment (661 ) 60 11 Rate differential (53 ) 155 297 Federal rate adjustment - tax reform — — 7,595 Research credits (4,405 ) (4,393 ) (1,554 ) Change in the valuation allowance 26,905 23,892 4,244 Income tax benefit $ (152 ) $ (192 ) $ — (1) Includes non-deductible stock-based compensation and, beginning in 2017, excess tax benefits from stock-based compensation. During 2019, our tax provision includes $1.1 million of excess tax benefits associated with the exercise of non-qualified stock options and $0.3 million associated with the disqualifying dispositions of incentive stock options. During 2018, our tax provision includes $4.9 million of excess tax benefits associated with the exercise of non-qualified stock options and $2.2 million associated with the disqualifying dispositions of incentive stock options. During 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. The Tax Cuts and Jobs Act, or the 2017 Act, was enacted on December 22, 2017, and 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 completed our analysis of the 2017 Act income tax effects and remeasured our deferred tax assets and liabilities 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. 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 applied the guidance in SAB 118 when accounting for all of the enactment-date income tax effects of the Act under ASC 740, Income Taxes, related to the remeasurement of deferred tax assets and liabilities. As of December 31, 2018, we have completed our accounting for all of the enactment-date income tax effects of the Act and no adjustments were made to the provisional amounts recorded at December 31, 2017. 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, 2019 and 2018, 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) 2019 2018 Balance at the beginning of the year $ 1,812 $ 591 Increase related to prior year tax positions 168 9 Increase related to current year tax positions 1,166 1,212 Balance at the end of the year $ 3,146 $ 1,812 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, 2019 and 2018 , 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, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan We have a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under U.S. federal tax regulations. During 2019 , we elected to match 50% of an employee’s contributions up to 6% of the employees’ eligible salary with a maximum annual match limit of $6,000 . For the year ended December 31, 2019 , we incurred approximately $0.3 million of costs related to the 401(k) plan. There were no employer contributions to the plan during the years ended December 31, 2018 , and 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases We have two non-cancellable office leases with remaining lease terms of approximately 2 years , each of which are classified as operating leases. Both leases expire in 2021. Only one of our leases has remaining renewal options, which includes three options to renew for one additional year. The exercise of lease renewal options is at our sole discretion, which we currently do not anticipate exercising and as such were not recognized as part of our ROU asset and lease liabilities. Our lease payments are fixed, and we recognize lease expense for these leases on a straight-line basis over the lease term. Operating lease ROU assets and lease liabilities are recorded based on the present value of the future minimum lease payments over the lease term at commencement date. As our leases do not provide an implicit rate, we used our incremental borrowing rate based on the information available at effective date of adoption in determining the present value of future payments. The weighted-average discount rate used was 8.59% . Rent expense was $0.7 million and $0.5 million during the years ended December 31, 2018 and 2017 , respectively, under Topic 840. At December 31, 2018 , deferred rent aggregated $0.2 million , which is included in both current and noncurrent liabilities in the accompanying December 31, 2018 consolidated balance sheet, under Topic 840. Our balance sheet includes our ROU assets and lease liabilities as follows (in thousands): Leases Classification on the Balance Sheet December 31, 2019 Operating ROU assets Other long-term assets $ 1,402 Operating lease liabilities Other current liabilities 871 Operating lease liabilities Other long-term liabilities $ 654 The following costs are included in our cash flow statement (in thousands): Leases Classification on the Cash Flow Year Ended December 31, 2019 Operating lease cost Operating $ 879 Cash paid for amounts included in the measurement of lease liabilities Operating 937 At December 31, 2019 , the future minimum annual obligations under non-cancellable operating lease commitments in excess of one year are as follows: Years Ending December 31, (in thousands) 2020 $ 969 2021 676 2022 — 2023 — 2024 — Thereafter — Total minimum payments required $ 1,645 Less: Imputed interest (120 ) Present value of lease liabilities $ 1,525 As previously disclosed in our 2018 Annual Report on Form 10-K, and under the previous lease accounting standard, future minimum annual obligations under non-cancellable operating lease commitments in excess of one year would have been as follows (in thousands): Years Ending December 31, 2019 $ 937 2020 969 2021 726 2022 — 2023 — Thereafter — Total minimum payments required $ 2,632 License Agreements We have certain obligations under licensing agreements with third parties that are contingent upon achieving various development, regulatory and commercial milestones. Pursuant to these license agreements, we are required to make milestone payments if certain development, regulatory and commercial sales milestones are achieved. Also, pursuant to the terms of each of these license agreements, when and if commercial sales of a product commence, we will pay royalties to our licensors on net sales of the respective products. 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 19 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 $0.5 million during the years ended December 31, 2019 , 2018 and 2017 , respectively. Total cash paid under these agreements was $0.1 million , $0.2 million , and $0.6 million during the years ended December 31, 2019 , 2018 , and 2017 , respectively. Future minimum annual obligations under all such license agreements will be $0.2 million in aggregate during 2020, 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. Other Commitments and Contingencies We have entered into agreements with certain vendors for the provision of goods and services, which includes manufacturing services with contract manufacturing organizations and development services with contract research organizations. These agreements may include certain provisions for purchase obligations and termination obligations that could require payments for the cancellation of committed purchase obligations or for early termination of the agreements. The amount of the cancellation or termination payments vary and are based on the timing of the cancellation or termination and the specific terms of the agreement. Guarantees and Indemnifications We enter into standard indemnification arrangements in the ordinary course of business. Pursuant to certain of these arrangements, we indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party for third-party claims in connection with our breach of the agreement, our negligence or willful misconduct in connection with the agreement, or any trade secret, copyright, patent or other intellectual property infringement claim with respect to our technology. The term of these indemnification arrangements is generally perpetual. The maximum potential amount of future payments we could be required to make under these agreements is not determinable because it involves claims that may be made against us in the future, but have not yet been made. We indemnify our officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving in such capacity, as permitted under Delaware law, in accordance with our certificate of incorporation and bylaws, and pursuant to agreements providing for indemnification entered into with our officers and directors. The term of the indemnification period lasts as long as an officer or director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification of directors and officers is unlimited; however, we currently hold director and officer liability insurance. This insurance allows the transfer of risk associated with our exposure and may enable us to recover a portion of any future amounts paid. We believe that the fair value of these indemnification obligations is minimal. Accordingly, we have not recognized any liabilities relating to these obligations for any period presented. Letter of Credit At December 31, 2019 and 2018 , 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 involved in any legal proceeding that we expect to have a material effect on our business, financial condition, results of operations and cash flows. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
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 43.5% refundable tax incentive for qualified research and development activities during fiscal years 2019, 2018, and 2017. For the years ended December 31, 2019 , 2018 and 2017 , $0.0 million , $0.1 million and $1.5 million , respectively, were recorded as a reduction to research and development expenses in the consolidated statements of operations and comprehensive loss. We received approximately $0.2 million and $1.5 million in cash during the years ended December 31, 2019 and 2018 , respectively, related to the tax incentive. As of December 31, 2019 , we had no remaining tax incentive receivable from the Australian government. The components of loss before income tax benefit consist of the following: Year Ended December 31, (in thousands) 2019 2018 2017 U.S. $ (97,187 ) $ (61,193 ) $ (27,494 ) Foreign (301 ) (655 ) (2,576 ) Consolidated net loss before income taxes $ (97,488 ) $ (61,848 ) $ (30,070 ) Significant components of our deferred tax assets and liabilities are as follows: December 31, (in thousands) 2019 2018 Deferred Tax Assets: Net operating loss carryforwards $ 55,722 $ 35,499 Research and development credits 14,244 9,190 Other, net 4,866 2,948 Total deferred tax assets 74,832 47,637 Deferred Tax Liabilities: Fixed assets (349 ) (49 ) Total deferred tax liabilities (349 ) (49 ) Net deferred tax assets 74,483 47,588 Less: valuation allowance (74,483 ) (47,588 ) 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, 2019 , we had federal and state net operating loss carryforwards, or NOLs, of $239.4 million and $64.1 million , respectively. The federal and state NOLs generated prior to 2018 will both begin to expire in 2028 , unless previously utilized. The federal NOLs include $179.4 million of net operating losses generated in 2018 and after. Federal net operating losses generated in 2018 and after carryover indefinitely and may generally be used to offset up to 80% of future taxable income. At December 31, 2019 we had federal and California research tax credit carryforwards of approximately $11.1 million and $7.6 million , respectively. The federal research tax credit carryforwards will begin to expire in 2026 and the California state credits carryforward indefinitely. We also have foreign tax losses of $3.0 million , which will carry forward indefinitely, subject to a continuity of ownership test. The above NOL carryforward and the federal and state 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, 2017, noting an ownership change in 2017 which may limit the use of our net operating losses. Our use of federal NOL carryforward could be limited further by the provisions of Section 382 of the U.S. Internal Revenue Code of 1986, as amended, 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 a change in ownership were to have occurred, NOL and tax credits carryforwards could be eliminated or restricted. 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 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) 2019 2018 2017 Expected income tax benefit at federal statutory tax rate $ (20,473 ) $ (12,988 ) $ (10,223 ) State income taxes, net of federal benefit (377 ) (166 ) (787 ) Permanent items 34 17 13 Equity compensation (1) (1,122 ) (6,693 ) (739 ) Change in fair value of preferred stock warrant liabilities — — 464 Research and development expenditure — 63 679 Refundable AMT credit — (139 ) — Return to provision adjustment (661 ) 60 11 Rate differential (53 ) 155 297 Federal rate adjustment - tax reform — — 7,595 Research credits (4,405 ) (4,393 ) (1,554 ) Change in the valuation allowance 26,905 23,892 4,244 Income tax benefit $ (152 ) $ (192 ) $ — (1) Includes non-deductible stock-based compensation and, beginning in 2017, excess tax benefits from stock-based compensation. During 2019, our tax provision includes $1.1 million of excess tax benefits associated with the exercise of non-qualified stock options and $0.3 million associated with the disqualifying dispositions of incentive stock options. During 2018, our tax provision includes $4.9 million of excess tax benefits associated with the exercise of non-qualified stock options and $2.2 million associated with the disqualifying dispositions of incentive stock options. During 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. The Tax Cuts and Jobs Act, or the 2017 Act, was enacted on December 22, 2017, and 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 completed our analysis of the 2017 Act income tax effects and remeasured our deferred tax assets and liabilities 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. 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 applied the guidance in SAB 118 when accounting for all of the enactment-date income tax effects of the Act under ASC 740, Income Taxes, related to the remeasurement of deferred tax assets and liabilities. As of December 31, 2018, we have completed our accounting for all of the enactment-date income tax effects of the Act and no adjustments were made to the provisional amounts recorded at December 31, 2017. 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, 2019 and 2018, 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) 2019 2018 Balance at the beginning of the year $ 1,812 $ 591 Increase related to prior year tax positions 168 9 Increase related to current year tax positions 1,166 1,212 Balance at the end of the year $ 3,146 $ 1,812 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, 2019 and 2018 , 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, 2019 | |
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, 2019 and 2018 (in thousands, except for per share data): Quarter Year Ended December 31, 2019 2019 First Second Third Fourth Operating loss $ (24,772 ) $ (26,657 ) $ (33,745 ) $ (22,258 ) $ (107,432 ) Net loss $ (22,078 ) $ (23,962 ) $ (31,033 ) $ (20,263 ) $ (97,336 ) Per common share: Loss per share, basic $ (0.82 ) $ (0.89 ) $ (1.15 ) $ (0.75 ) $ (3.60 ) Loss per share, diluted $ (0.82 ) $ (0.89 ) $ (1.15 ) $ (0.75 ) $ (3.60 ) Quarter Year Ended December 31, 2018 2018 First Second Third Fourth Operating loss $ (15,757 ) $ (14,415 ) $ (16,887 ) $ (19,663 ) $ (66,722 ) Net loss $ (15,086 ) $ (13,618 ) $ (15,958 ) $ (16,994 ) $ (61,656 ) Per common share: Loss per share, basic $ (0.63 ) $ (0.57 ) $ (0.66 ) $ (0.64 ) $ (2.50 ) Loss per share, diluted $ (0.63 ) $ (0.57 ) $ (0.66 ) $ (0.64 ) $ (2.50 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 1, 2020, the Term Loans were paid in full, without penalty or premium. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 |
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 income (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, certificates of deposit, 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 |
Leases | Leases On January 1, 2019, we adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02) using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under Topic 840 . We elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract was, or contains a lease, and our initial direct costs for any leases that existed prior to January 1, 2019. We also elected to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. Upon adoption, we recognized total right-of-use, or “ROU”, assets of $2.1 million , with corresponding lease liabilities of $2.3 million on the consolidated balance sheets. The ROU assets include adjustments for prepayments and accrued lease payments. The adoption did not impact our beginning accumulated deficit, or our prior year consolidated statements of operations and statements of cash flows. Under Topic 842, we determine if an arrangement is a lease at inception. All outstanding leases continued to be classified as operating leases. Rent expense is recognized on a straight-line basis. When an operating lease includes rent abatements or requires fixed escalations of the minimum lease payments, the aggregate rental expense is recognized on a straight-line basis over the term of the lease. When an operating lease includes lease incentives such as leasehold improvement allowances, the lease incentive is included in the ROU asset. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the date of adoption of ASC 842, or the lease commencement date. For this purpose, we consider only payments that are fixed and determinable at the time of commencement. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. We account for fixed lease components separately from non-lease components. Under Topic 840 , all current leases were classified as operating leases. Rent expense was recognized on a straight-line basis over the terms of the leases and, accordingly, we recorded the cumulative difference between cash rent payments and the recognition of rent expense as a deferred rent liability. When an operating lease included lease incentives, such as a rent abatements or leasehold improvement allowances, or required fixed escalations of the minimum lease payments, the aggregate rental expense, including such incentives or increases, was 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 utilizes five basic steps to determine whether revenue can be recognized and to what extent: (i) identify the contract with a customer; (ii) identify the performance obligation; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) determine the recognition period. Performance Obligations. We evaluate deliverables on a contract by contract basis to determine whether each deliverable represents a good or service that is distinct or has the same pattern of transfer as other deliverables. A deliverable is considered distinct if the customer can benefit from the good or service independently of other goods/services either in the contract or that can be obtained elsewhere, without regard to contract exclusivity, and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contact. If the deliverable is not considered distinct, we combine such deliverables and account for them as a single performance obligation. We allocate the consideration to each deliverable at the inception of the arrangement based on the transaction price. Our performance obligations may include the following: • License Arrangements. The performance obligations under our collaboration and license agreements generally include exclusive or nonexclusive licenses to one or more products generated using our technologies. Licenses for multiple antibodies within a single contract are generally combined as they have substantially the same pattern of transfer to the customer. Historically, our licenses have held no value to the customer, as the antibodies were in the discovery phase and required our expertise for further development. Accordingly, licenses are not considered distinct. • Research and Development Services. The performance obligations under our collaboration and license agreements generally include research and development services we perform on behalf of or with our collaborators. As discussed within license arrangements above, our licenses have historically held no value without the research and development services we provide. As we generally only provide research and development services for internally generated antibodies that require a license to be utilized by a third party, our research and development services are not considered distinct. • Steering Committee Meetings. The performance obligations under our collaboration and license agreements may also include our participation in a steering committees, which allows us to direct the progression of our discovery programs. As these steering committees would not occur or benefit the customer without the use of our licenses, these are not considered distinct. We recognize consideration allocated to a performance obligation as the performance obligation is satisfied, and the determination as to whether consideration is recognized over time or at a point in time is made upon contract inception. For our collaboration agreements, this is generally over the period in which research and development services have been performed. Transaction Price. Our collaboration and license agreements generally include both fixed and variable consideration. Fixed payments, such as those for upfront fees are included in the transaction price at contract value, while variable consideration such as reimbursement for research and development services, milestone and royalty payments are estimated and then evaluated for constraints upon inception of the contract and evaluated on a quarterly basis thereafter. Research and development services are updated for actual invoices. Given the nature of our agreements, milestones are estimated using the most likely amount and are evaluated on a quarterly basis. Upon commercialization, royalty payments will be recognized in the period incurred. |
Research and Development Expenses | Research and Development Expenses Research and development costs primarily include third-party clinical and preclinical research and development services such as manufacturing, laboratory and related supplies, salaries and personnel-related costs, in-licensing fees, outside services, and an allocation of information technology, and facility overhead costs. Costs associated with research and development activities are expensed as incurred. We account for nonrefundable advance payments for goods and services that will be used in future research and development activities as expense when the service has been performed or when the goods have been received. We estimate research and development costs incurred during the period, which impacts the amount of accrued expenses and prepaid balances related to such costs as of each balance sheet date. This process involves reviewing open contracts and purchase orders, communicating with our personnel and service providers to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of the actual cost. The majority of our service providers invoice us monthly in arrears for services performed or when contractual milestones are met. We make estimates of our accrued expenses as of each balance sheet date based on facts and circumstances known to us at that time. We periodically confirm the accuracy of our estimates with the service providers and make adjustments if necessary. The significant estimates in our accrued research and development expenses include the costs incurred for services performed by our vendors in connection with research and development activities for which we have not yet been invoiced. 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. |
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. We recognize forfeitures in the period in which forfeiture occur and record stock-based compensation expense as though all awards are expected to vest. No tax benefits for stock-based compensation have been recognized in the statements of changes in stockholders’ equity 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. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) represents all changes in stockholders’ equity except those resulting from distributions to stockholders. Our unrealized gain and losses on available for sale investments represent the only component of other comprehensive income (loss) that is excluded from the reported net income (loss). |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common equivalent shares outstanding for the period, as well as any dilutive effect from outstanding stock options and warrants using the treasury stock method. For each period presented, there is no difference in the number of shares used to calculate basic and diluted net loss per share. |
Accounting Pronouncements Recently Adopted and Recent Accounting Pronouncements | Accounting Pronouncements Recently Adopted On January 1, 2019, we adopted Topic 842, as amended, which supersedes the lease accounting guidance under Topic 840 , and generally requires lessees to recognize operating and financing lease liabilities and corresponding ROU assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We adopted the new guidance using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application and not restating comparative periods. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. For information regarding the impact of Topic 842 adoption, see Significant Accounting Policies - Leases above and Note 11 - Commitments and Contingencies. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board “FASB” issued ASU 2019-12, Income Taxes (Topic 740) intended to simplify the accounting for income taxes. The guidance removes the following exceptions: 1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, 2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, 3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary and 4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. Additionally, the guidance simplifies the accounting for income taxes by: 1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, 2) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction, 3) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements (although the entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority), 4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date and 5) making minor improvements for income tax accounting related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2020. Different components of the guidance require retrospective, modified retrospective or prospective adoption, and early adoption is permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , which changes the accounting treatment for recognizing the impairment of financial assets. Under the new guidance, credit losses for certain types of financial instruments will be estimated based on expected losses. The new guidance also eliminates the other-than-temporary impairment model for available-for-sale (AFS) debt securities. Entities will begin to recognize credit losses on AFS debt securities as allowances rather than as reductions in the carrying value of the securities. Impairment that is not credit-related impairment will continue to be recognized in other comprehensive income and entities will no longer consider the length of time a security has been in an unrealized loss position when determining whether a credit loss exists. ASU 2016-13 becomes effective for annual and interim periods beginning after December 15, 2019; early adoption is permitted. We are currently assessing the impact that this standard will have on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of 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) 2019 2018 2017 Options to purchase common stock 2,462 2,451 2,478 Warrants to purchase common stock — — 161 Total 2,462 2,451 2,639 |
Balance Sheet Accounts and Su_2
Balance Sheet Accounts and Supplemental Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment | Property and equipment consist of the following: (in thousands) December 31, 2019 December 31, 2018 Laboratory equipment $ 4,911 $ 4,287 Office furniture and equipment 811 780 Leasehold improvements 575 575 Property and equipment, gross 6,297 5,642 Less: accumulated depreciation and amortization (4,679 ) (4,197 ) Total property and equipment, net $ 1,618 $ 1,445 |
Schedule of Accrued Expenses | Accrued expenses consist of the following: (in thousands) December 31, 2019 December 31, 2018 Accrued compensation and related expenses $ 2,152 $ 2,421 Accrued professional fees 435 442 Accrued research and development expenses 8,196 5,577 Other 269 321 Total accrued expenses $ 11,052 $ 8,761 |
Collaborative Research and De_2
Collaborative Research and Development Agreements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue Recognition [Abstract] | |
Schedule of Milestones Achieved | Milestones recognized through December 31, 2019 under the TESARO Agreement are as follows: Anti-PD-1 Anti-TIM-3 Anti-LAG-3 Milestone Event Amount Quarter Recognized Amount Quarter Recognized Amount Quarter Recognized 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 $3.0M Q4'19 Phase 3 clinical trial initiation - first indication $5.0M Q3'18 — — — — Phase 3 clinical trial initiation - second indication $5.0M Q2'19 — — — — Milestones achieved through December 31, 2019 under the Celgene Agreement are as follows: Anti-PD-1 Milestone Event Amount Quarter Recognized Completion of first in vivo toxicology studies using GLPs $0.5M Q2'16 Phase 1 clinical trial initiation $1.0M Q4'16 |
Fair Value Measurements and A_2
Fair Value Measurements and Available for Sale Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 Money market funds (1) $ 162,928 $ 162,928 $ — $ — Mutual funds (1) 7,619 7,619 — — U.S. treasury securities (2) 96,434 96,434 — — Certificates of deposit (2) 5,428 — 5,428 — Agency securities (2) 33,623 — 33,623 — Commercial and corporate obligations (2) 122,030 — 122,030 — At December 31, 2018 Money market funds (1) $ 87,213 $ 87,213 $ — $ — Mutual funds (1) 7,967 7,967 — — U.S. treasury securities (2) 164,245 164,245 — — Certificates of deposit (2) 4,784 — 4,784 — Agency securities (1)(2) 81,296 — 81,296 — Commercial and corporate obligations (1)(2) 153,983 — 153,983 — (1) Included in cash and cash equivalents or 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. |
Fair Value of Other Financial Instruments | The fair value of our other financial instruments estimated as of December 31, 2019 and December 31, 2018 are presented below: December 31, 2019 December 31, 2018 Carrying Fair Carrying Fair Notes payable $ 1,375 $ 1,365 $ 8,199 $ 8,806 |
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, 2019 are as follows: (in thousands) Amortized Gross Gross Total Agency securities (1) $ 33,543 $ 80 $ — $ 33,623 Certificates of deposit (2) 5,381 47 — 5,428 Commercial and corporate obligations (3) 121,809 225 (4 ) 122,030 US Treasury securities (4) 96,236 200 (2 ) 96,434 Total available-for-sale investments $ 256,969 $ 552 $ (6 ) $ 257,515 (1) Of our outstanding agency securities, $16.5 million have maturity dates of less than one year and $17.1 million have a maturity date of between one to two years as of December 31, 2019 . (2) Of our outstanding certificates of deposit, $4.6 million have a maturity date of less than one year and $0.8 million have a maturity date of between one to two years as of December 31, 2019 . (3) Of our outstanding commercial and corporate obligations, $111.1 million have maturity dates of less than one year and $10.9 million have a maturity date of between one to two years as of December 31, 2019 . (4) Of our outstanding U.S. Treasury securities, $70.9 million have maturity dates of less than one year and $25.5 million have a maturity date of between one to two years as of December 31, 2019 . |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 are as follows: Issued and Outstanding: Stock options 3,039,880 Shares Reserved For: 2017 Equity Incentive Plan 1,877,211 2017 Employee Stock Purchase Plan 725,132 Total 5,642,223 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [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, 2019 is as follows: Shares Weighted-Average Weighted-Average Aggregate Outstanding at January 1, 2019 2,152,455 $ 27.55 Granted 1,608,917 $ 34.31 Exercises (333,260 ) $ 9.02 Forfeitures and cancellations (388,232 ) $ 56.98 Outstanding at December 31, 2019 3,039,880 $ 29.40 7.71 $ 10,156 Exercisable at December 31, 2019 1,316,137 $ 22.73 5.77 $ 8,374 |
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 2019 2018 2017 Risk-free interest rate 2.0 % 2.7 % 2.0 % Expected volatility 78.0 % 67.7 % 64.3 % Expected dividend yield — % — % — % Expected term (in years) 6.25 6.25 6.25 Weighted average grant date fair value per share $ 21.99 $ 61.41 $ 14.82 |
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) 2019 2018 2017 Research and development $ 5,564 $ 3,371 $ 1,347 General and administrative 6,847 6,590 3,031 Total $ 12,411 $ 9,961 $ 4,378 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of ROU Assets and Lease Liabilities | Our balance sheet includes our ROU assets and lease liabilities as follows (in thousands): Leases Classification on the Balance Sheet December 31, 2019 Operating ROU assets Other long-term assets $ 1,402 Operating lease liabilities Other current liabilities 871 Operating lease liabilities Other long-term liabilities $ 654 |
Costs in Cash Flow Statement | The following costs are included in our cash flow statement (in thousands): Leases Classification on the Cash Flow Year Ended December 31, 2019 Operating lease cost Operating $ 879 Cash paid for amounts included in the measurement of lease liabilities Operating 937 |
Schedule of Future Minimum Annual Obligations under Operating Leases | Our balance sheet includes our ROU assets and lease liabilities as follows (in thousands): Leases Classification on the Balance Sheet December 31, 2019 Operating ROU assets Other long-term assets $ 1,402 Operating lease liabilities Other current liabilities 871 Operating lease liabilities Other long-term liabilities $ 654 The following costs are included in our cash flow statement (in thousands): Leases Classification on the Cash Flow Year Ended December 31, 2019 Operating lease cost Operating $ 879 Cash paid for amounts included in the measurement of lease liabilities Operating 937 At December 31, 2019 , the future minimum annual obligations under non-cancellable operating lease commitments in excess of one year are as follows: Years Ending December 31, (in thousands) 2020 $ 969 2021 676 2022 — 2023 — 2024 — Thereafter — Total minimum payments required $ 1,645 Less: Imputed interest (120 ) Present value of lease liabilities $ 1,525 |
Schedule of Future Minimum Annual Obligations under Operating Leases | As previously disclosed in our 2018 Annual Report on Form 10-K, and under the previous lease accounting standard, future minimum annual obligations under non-cancellable operating lease commitments in excess of one year would have been as follows (in thousands): Years Ending December 31, 2019 $ 937 2020 969 2021 726 2022 — 2023 — Thereafter — Total minimum payments required $ 2,632 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of Income/(Loss) before Income Tax Provision (Benefit) | The components of loss before income tax benefit consist of the following: Year Ended December 31, (in thousands) 2019 2018 2017 U.S. $ (97,187 ) $ (61,193 ) $ (27,494 ) Foreign (301 ) (655 ) (2,576 ) Consolidated net loss before income taxes $ (97,488 ) $ (61,848 ) $ (30,070 ) |
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) 2019 2018 Deferred Tax Assets: Net operating loss carryforwards $ 55,722 $ 35,499 Research and development credits 14,244 9,190 Other, net 4,866 2,948 Total deferred tax assets 74,832 47,637 Deferred Tax Liabilities: Fixed assets (349 ) (49 ) Total deferred tax liabilities (349 ) (49 ) Net deferred tax assets 74,483 47,588 Less: valuation allowance (74,483 ) (47,588 ) 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) 2019 2018 2017 Expected income tax benefit at federal statutory tax rate $ (20,473 ) $ (12,988 ) $ (10,223 ) State income taxes, net of federal benefit (377 ) (166 ) (787 ) Permanent items 34 17 13 Equity compensation (1) (1,122 ) (6,693 ) (739 ) Change in fair value of preferred stock warrant liabilities — — 464 Research and development expenditure — 63 679 Refundable AMT credit — (139 ) — Return to provision adjustment (661 ) 60 11 Rate differential (53 ) 155 297 Federal rate adjustment - tax reform — — 7,595 Research credits (4,405 ) (4,393 ) (1,554 ) Change in the valuation allowance 26,905 23,892 4,244 Income tax benefit $ (152 ) $ (192 ) $ — (1) Includes non-deductible stock-based compensation and, beginning in 2017, excess tax benefits from stock-based compensation. During 2019, our tax provision includes $1.1 million of excess tax benefits associated with the exercise of non-qualified stock options and $0.3 million associated with the disqualifying dispositions of incentive stock options. During 2018, our tax provision includes $4.9 million of excess tax benefits associated with the exercise of non-qualified stock options and $2.2 million associated with the disqualifying dispositions of incentive stock options. During 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) 2019 2018 Balance at the beginning of the year $ 1,812 $ 591 Increase related to prior year tax positions 168 9 Increase related to current year tax positions 1,166 1,212 Balance at the end of the year $ 3,146 $ 1,812 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of quarterly results | The following is a summary of our quarterly results for the years ended December 31, 2019 and 2018 (in thousands, except for per share data): Quarter Year Ended December 31, 2019 2019 First Second Third Fourth Operating loss $ (24,772 ) $ (26,657 ) $ (33,745 ) $ (22,258 ) $ (107,432 ) Net loss $ (22,078 ) $ (23,962 ) $ (31,033 ) $ (20,263 ) $ (97,336 ) Per common share: Loss per share, basic $ (0.82 ) $ (0.89 ) $ (1.15 ) $ (0.75 ) $ (3.60 ) Loss per share, diluted $ (0.82 ) $ (0.89 ) $ (1.15 ) $ (0.75 ) $ (3.60 ) Quarter Year Ended December 31, 2018 2018 First Second Third Fourth Operating loss $ (15,757 ) $ (14,415 ) $ (16,887 ) $ (19,663 ) $ (66,722 ) Net loss $ (15,086 ) $ (13,618 ) $ (15,958 ) $ (16,994 ) $ (61,656 ) Per common share: Loss per share, basic $ (0.63 ) $ (0.57 ) $ (0.66 ) $ (0.64 ) $ (2.50 ) Loss per share, diluted $ (0.63 ) $ (0.57 ) $ (0.66 ) $ (0.64 ) $ (2.50 ) |
Description of the Business (De
Description of the Business (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 28, 2018 | Nov. 14, 2017 | Oct. 17, 2017 | Jan. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 30, 2017 |
Class of Warrant or Right [Line Items] | ||||||||
Common shares issued (in shares) | 2,530,000 | 3,000,000 | ||||||
Share price (in dollars per share) | $ 94.46 | $ 68.50 | ||||||
Proceeds, net of underwriters' fees | $ 227,500 | $ 194,700 | $ 0 | $ 227,476 | $ 292,537 | |||
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 (in shares) | 2,530,000 | 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 | |||||||
IPO | Common Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Common shares issued (in shares) | 5,750,000 | |||||||
Share price (in dollars per share) | $ 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 (in shares) | 330,000 | 271,380 | 750,000 | |||||
Share price (in dollars per share) | $ 68.50 | |||||||
Proceeds, net of underwriters' fees | $ 17,600 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2019USD ($)banksegment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019AUD ($) | Jan. 01, 2019USD ($) | |
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 | $ 20,000,000 | ||||
Operating ROU assets | 1,402,000 | ||||
Present value of lease liabilities | $ 1,525,000 | ||||
ASU 2016-02 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating ROU assets | $ 2,100,000 | ||||
Present value of lease liabilities | $ 2,300,000 | ||||
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 Accoun_5
Summary of Significant Accounting Policies - Summary of Potentially Dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dilutive securities excluded from computation of net loss per share (in shares) | 2,462 | 2,451 | 2,639 |
Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dilutive securities excluded from computation of net loss per share (in shares) | 2,462 | 2,451 | 2,478 |
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) | 0 | 0 | 161 |
Balance Sheet Accounts and Su_3
Balance Sheet Accounts and Supplemental Disclosures - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,297 | $ 5,642 |
Less: accumulated depreciation and amortization | (4,679) | (4,197) |
Total property and equipment, net | 1,618 | 1,445 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,911 | 4,287 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 811 | 780 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 575 | $ 575 |
Balance Sheet Accounts and Su_4
Balance Sheet Accounts and Supplemental Disclosures - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and related expenses | $ 2,152 | $ 2,421 |
Accrued professional fees | 435 | 442 |
Accrued research and development expenses | 8,196 | 5,577 |
Other | 269 | 321 |
Total accrued expenses | $ 11,052 | $ 8,761 |
Collaborative Research and De_3
Collaborative Research and Development Agreements (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Nov. 30, 2014USD ($)target | Mar. 31, 2014USD ($)target | Dec. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)milestone | Dec. 31, 2018USD ($)milestone | Dec. 31, 2017USD ($)milestone | Dec. 31, 2011USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Collaboration revenue | $ 8,000,000 | $ 5,000,000 | $ 10,000,000 | ||||||||||||||
TESARO | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Collaboration revenue | $ 8,000,000 | $ 5,000,000 | $ 10,000,000 | ||||||||||||||
TESARO | Collaborative Research and Development Agreement | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [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 | ||||||||||||||||
Number of milestones achieved during period | milestone | 2 | 1 | 3 | ||||||||||||||
TESARO | In Vivo Toxicology Studies Using GLPs | Anti-PD-1 (TSR042/Dostarlimab) | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestones achieved during period, amount | $ 1,000,000 | ||||||||||||||||
TESARO | In Vivo Toxicology Studies Using GLPs | Anti-TIM-3 (TSR022) | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestones achieved during period, amount | $ 1,000,000 | ||||||||||||||||
TESARO | In Vivo Toxicology Studies Using GLPs | Anti-LAG-3 (TSR033) | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestones achieved during period, amount | $ 1,000,000 | ||||||||||||||||
TESARO | IND clearance from the FDA | Anti-PD-1 (TSR042/Dostarlimab) | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestones achieved during period, amount | $ 4,000,000 | ||||||||||||||||
TESARO | IND clearance from the FDA | Anti-TIM-3 (TSR022) | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestones achieved during period, amount | $ 4,000,000 | ||||||||||||||||
TESARO | IND clearance from the FDA | Anti-LAG-3 (TSR033) | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestones achieved during period, amount | $ 4,000,000 | ||||||||||||||||
TESARO | Phase 2 clinical trial initiation | Anti-PD-1 (TSR042/Dostarlimab) | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestones achieved during period, amount | $ 3,000,000 | ||||||||||||||||
TESARO | Phase 2 clinical trial initiation | Anti-TIM-3 (TSR022) | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestones achieved during period, amount | $ 3,000,000 | ||||||||||||||||
TESARO | Phase 2 clinical trial initiation | Anti-LAG-3 (TSR033) | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestones achieved during period, amount | $ 3,000,000 | ||||||||||||||||
TESARO | Phase 3 clinical trial initiation - first indication | Anti-PD-1 (TSR042/Dostarlimab) | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestones achieved during period, amount | $ 5,000,000 | ||||||||||||||||
TESARO | Phase 3 clinical trial initiation - second indication | Anti-PD-1 (TSR042/Dostarlimab) | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestones achieved during period, amount | $ 5,000,000 | ||||||||||||||||
Celgene Corporation | Collaborative Research and Development Agreement | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Upfront license fee received | $ 6,000,000 | ||||||||||||||||
Collaboration revenue | $ 0 | $ 0 | $ 0 | ||||||||||||||
Maximum milestone payments per target | $ 53,000,000 | ||||||||||||||||
Celgene Corporation | In Vivo Toxicology Studies Using GLPs | Anti-PD-1 (CC-90006) | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestone payment earned | $ 500,000 | ||||||||||||||||
Celgene Corporation | Phase 1 clinical trial initiation | Anti-PD-1 (CC-90006) | |||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||
Milestone payment earned | $ 1,000,000 |
Notes Payable (Details)
Notes Payable (Details) | Dec. 24, 2014USD ($)installment$ / sharesshares | Jan. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2019USD ($)payment | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Notes payable, current portion | $ 1,375,000 | $ 7,574,000 | ||
Term A Loan Warrants | Warrants | ||||
Debt Instrument [Line Items] | ||||
U.S. treasury securities | $ 100,000 | |||
Term A Loan Warrants | Warrants | Price volatility percent | ||||
Debt Instrument [Line Items] | ||||
Measurement Input (as a percent) | 0.702 | |||
Term A Loan Warrants | Warrants | Contractual term | ||||
Debt Instrument [Line Items] | ||||
Contractual term (in years) | 10 years | |||
Term A Loan Warrants | Warrants | Risk-free interest rate | ||||
Debt Instrument [Line Items] | ||||
Measurement Input (as a percent) | 0.0197 | |||
Term A Loan Warrants | Series C Preferred Stock | ||||
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 | |||
Term B and C Loans Warrants | Warrants | ||||
Debt Instrument [Line Items] | ||||
U.S. treasury securities | $ 900,000 | |||
Term B and C Loans Warrants | Warrants | Price volatility percent | ||||
Debt Instrument [Line Items] | ||||
Measurement Input (as a percent) | 0.792 | |||
Term B and C Loans Warrants | Warrants | Contractual term | ||||
Debt Instrument [Line Items] | ||||
Contractual term (in years) | 10 years | |||
Term B and C Loans Warrants | Warrants | Risk-free interest rate | ||||
Debt Instrument [Line Items] | ||||
Measurement Input (as a percent) | 0.0245 | |||
Term B and C Loans Warrants | Series C Preferred Stock | ||||
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 | |||
Final payment fee | $ 800,000 | |||
Notes payable, current portion | 1,400,000 | |||
Debt instrument discounts | 800,000 | |||
Remaining principal payments | $ 600,000 | |||
Effective interest rate | 12.67% | |||
Notes Payable to Banks | Term Loans | ||||
Debt Instrument [Line Items] | ||||
Fixed interest rate | 7.30% | |||
Number of principal and interest payments (in payments) | payment | 1 | |||
Interest rate at period end | 8.28% | |||
Notes Payable to Banks | Term Loans | 3-Month LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 6.37% | |||
Notes Payable to Banks | Term A Loans | ||||
Debt Instrument [Line Items] | ||||
Aggregate draw on term loan | $ 5,000,000 | |||
Fixed interest rate | 6.97% | |||
Notes Payable to Banks | Term B and Term C Loans | ||||
Debt Instrument [Line Items] | ||||
Aggregate borrowing capacity | $ 10,000,000 |
Fair Value Measurements and A_3
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, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | $ 257,515 | |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 96,434 | |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 5,428 | |
Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 33,623 | |
Commercial and corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 122,030 | |
Fair Value, Measurements, Recurring | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 96,434 | $ 164,245 |
Fair Value, Measurements, Recurring | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 5,428 | 4,784 |
Fair Value, Measurements, Recurring | Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 33,623 | 81,296 |
Fair Value, Measurements, Recurring | Commercial and corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 122,030 | 153,983 |
Fair Value, Measurements, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 162,928 | 87,213 |
Fair Value, Measurements, Recurring | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 7,619 | 7,967 |
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 | 96,434 | 164,245 |
Fair Value, Measurements, Recurring | Quoted Market Prices for Identical Assets (Level 1) | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 0 | 0 |
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 | 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 | 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 | 162,928 | 87,213 |
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 | 7,619 | 7,967 |
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 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 5,428 | 4,784 |
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 | 33,623 | 81,296 |
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 | 122,030 | 153,983 |
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) | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Fair Value | 0 | 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 | 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 | 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 A_4
Fair Value Measurements and Available for Sale Investments - Fair Value of Other Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable | $ 1,375 | $ 8,199 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable | $ 1,365 | $ 8,806 |
Fair Value Measurements and A_5
Fair Value Measurements and Available for Sale Investments - Available-for-sale Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 256,969 | |
Gross Unrealized Gains | 552 | |
Gross Unrealized Losses | (6) | |
Total Fair Value | 257,515 | |
Short-term investments | 203,210 | $ 313,486 |
Long-term investments | 54,305 | $ 73,128 |
Agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 33,543 | |
Gross Unrealized Gains | 80 | |
Gross Unrealized Losses | 0 | |
Total Fair Value | 33,623 | |
Short-term investments | 16,500 | |
Long-term investments | $ 17,100 | |
Agency securities | Minimum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Remaining maturity | 1 year | |
Agency securities | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Remaining maturity | 2 years | |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 5,381 | |
Gross Unrealized Gains | 47 | |
Gross Unrealized Losses | 0 | |
Total Fair Value | 5,428 | |
Short-term investments | 4,600 | |
Long-term investments | $ 800 | |
Certificates of deposit | Minimum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Remaining maturity | 1 year | |
Certificates of deposit | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Remaining maturity | 2 years | |
Commercial and corporate obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 121,809 | |
Gross Unrealized Gains | 225 | |
Gross Unrealized Losses | (4) | |
Total Fair Value | 122,030 | |
Short-term investments | 111,100 | |
Long-term investments | $ 10,900 | |
Commercial and corporate obligations | Minimum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Remaining maturity | 1 year | |
Commercial and corporate obligations | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Remaining maturity | 2 years | |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 96,236 | |
Gross Unrealized Gains | 200 | |
Gross Unrealized Losses | (2) | |
Total Fair Value | 96,434 | |
Short-term investments | 70,900 | |
Long-term investments | $ 25,500 | |
U.S. treasury securities | Minimum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Remaining maturity | 1 year | |
U.S. treasury securities | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Remaining maturity | 2 years |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2017 |
Equity [Abstract] | |||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 27,255,082 | 26,922,000 | |
Common stock, shares outstanding (in shares) | 27,255,082 | 26,922,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Issued and Outstanding: | ||
Stock options (in shares) | 3,039,880 | 2,152,455 |
Common stock, shares reserved for issuance (in shares) | 5,642,223 | |
2017 Equity Incentive Plan | ||
Issued and Outstanding: | ||
Shares reserved for future award grants (in shares) | 1,877,211 | |
2017 Employee Stock Purchase Plan | ||
Issued and Outstanding: | ||
Shares reserved for future award grants (in shares) | 725,132 |
Equity Incentive Plans - Narrat
Equity Incentive Plans - Narrative (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Jan. 01, 2018 | Jan. 26, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Proceeds from issuance of common stock, upon the exercise of stock options | $ 3,007 | $ 2,869 | $ 979 | |||
Unrecognized compensation cost | $ 34,800 | |||||
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) | 3 years 4 months 6 days | |||||
Options | Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period (in years) | 1 year | |||||
2017 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual increase in number of shares available for issuance | 4.00% | |||||
Capital shares reserved for future issuance, increase (in shares) | 1,076,877 | |||||
2017 Employee Stock Purchase Plan | Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual increase in number of shares available for issuance | 1.00% | |||||
Capital shares reserved for future issuance, increase (in shares) | 269,219 |
Equity Incentive Plans - Option
Equity Incentive Plans - Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Shares Subject to Options | |
Stock options outstanding, beginning balance (in shares) | shares | 2,152,455 |
Granted (in shares) | shares | 1,608,917 |
Exercises (in shares) | shares | (333,260) |
Forfeitures and cancellations (in shares) | shares | (388,232) |
Stock options outstanding, ending balance (in shares) | shares | 3,039,880 |
Stock options exercisable, ending balance (in shares) | shares | 1,316,137 |
Weighted-Average Exercise Price per Share | |
Stock options outstanding, beginning balance (in dollars per share) | $ / shares | $ 27.55 |
Granted (in dollars per share) | $ / shares | 34.31 |
Exercises (in dollars per share) | $ / shares | 9.02 |
Forfeitures and cancellations (in dollars per share) | $ / shares | 56.98 |
Stock options outstanding, ending balance (in dollars per share) | $ / shares | 29.40 |
Stock options exercisable, ending balance (in dollars per share) | $ / shares | $ 22.73 |
Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value | |
Weighted average remaining contractual term, options outstanding (in years) | 7 years 8 months 15 days |
Weighted average remaining contractual term, options exercisable (in years) | 5 years 9 months 7 days |
Aggregate intrinsic value, options outstanding | $ | $ 10,156 |
Aggregate intrinsic value, options exercisable | $ | $ 8,374 |
Equity Incentive Plans - Opti_2
Equity Incentive Plans - Option Fair Value Assumptions (Details) - Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.00% | 2.70% | 2.00% |
Expected volatility | 78.00% | 67.70% | 64.30% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Weighted average grant date fair value per share (in dollars per share) | $ 21.99 | $ 61.41 | $ 14.82 |
Equity Incentive Plans - Alloca
Equity Incentive Plans - Allocation of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 12,411 | $ 9,961 | $ 4,378 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 5,564 | 3,371 | 1,347 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 6,847 | $ 6,590 | $ 3,031 |
Australia Research and Develo_2
Australia Research and Development Tax Incentive (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Tax Credit Carryforward [Line Items] | |||
Research and development tax incentive credit received during the period | $ 200,000 | $ 1,500,000 | |
Australian tax incentive receivable | $ 0 | $ 174,000 | |
Australian Taxation Office | Subsidiaries | |||
Tax Credit Carryforward [Line Items] | |||
Refundable tax incentive for qualified research and development activities | 43.50% | 43.50% | 43.50% |
Research and development | $ 0 | $ 100,000 | $ 1,500,000 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |||
Employer match, percent of contributions | 50.00% | ||
Employer match, percent of employees' gross pay | 6.00% | ||
Employer match, maximum contributions | $ 6,000 | ||
Employer contributions to the plan | $ 300,000 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)leaserenewal_option | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Lessee, operating lease, number | lease | 2 | ||
Operating lease, term of contract | 2 years | ||
Finite-Lived Intangible Assets [Line Items] | |||
Operating lease, weighted average discount rate, percent | 8.59% | ||
Operating leases, rent expense | $ 700,000 | $ 500,000 | |
Deferred rent expense | 200,000 | ||
Licensing agreement, remaining life | 19 years | ||
License costs | $ 500,000 | 300,000 | 500,000 |
Cash payments under licensing agreements | 100,000 | 200,000 | $ 600,000 |
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 | |
One office lease | |||
Finite-Lived Intangible Assets [Line Items] | |||
Number of one year renewal options | renewal_option | 3 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of ROU Assets and Lease LIabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating ROU assets | $ 1,402 |
Operating lease liabilities | 871 |
Operating lease liabilities | $ 654 |
Commitments and Contingencies_3
Commitments and Contingencies - Costs in Cash Flow Statement (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 879 |
Cash paid for amounts included in the measurement of lease liabilities | $ 937 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Minimum Annual Obligations under Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2020 | $ 969 | |
2021 | 676 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total minimum payments required | 1,645 | |
Less: Imputed interest | (120) | |
Present value of lease liabilities | $ 1,525 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2019 | $ 937 | |
2020 | 969 | |
2021 | 726 | |
2022 | 0 | |
2023 | 0 | |
Thereafter | 0 | |
Total minimum payments required | $ 2,632 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (97,187) | $ (61,193) | $ (27,494) |
Foreign | (301) | (655) | (2,576) |
Loss before income taxes | $ (97,488) | $ (61,848) | $ (30,070) |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 55,722 | $ 35,499 |
Research and development credits | 14,244 | 9,190 |
Other, net | 4,866 | 2,948 |
Total deferred tax assets | 74,832 | 47,637 |
Deferred Tax Liabilities: | ||
Fixed assets | (349) | (49) |
Total deferred tax liabilities | (349) | (49) |
Net deferred tax assets | 74,483 | 47,588 |
Less: valuation allowance | (74,483) | (47,588) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||
Excess tax benefits associated with the exercise of non-qualified stock options | $ 1,100,000 | $ 4,900,000 | $ 400,000 | |
Disqualifying dispositions of incentive stock options | 300,000 | 2,200,000 | $ 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 | |||
Interest or penalties on uncertain tax benefits | 0 | $ 0 | ||
Federal tax authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 239,400,000 | |||
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 | 11,100,000 | |||
Tax credit carryforward, utilization limitation | 200,000 | |||
Federal tax authority | 2018 | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 179,400,000 | |||
State tax authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 64,100,000 | |||
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 | 7,600,000 | |||
Tax credit carryforward, utilization limitation | $ 200,000 | |||
Foreign tax authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 3,000,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Expected income tax benefit at federal statutory tax rate | $ (20,473) | $ (12,988) | $ (10,223) |
State income taxes, net of federal benefit | (377) | (166) | (787) |
Permanent items | 34 | 17 | 13 |
Equity compensation | (1,122) | (6,693) | (739) |
Change in fair value of preferred stock warrant liabilities | 0 | 0 | 464 |
Research and development expenditure | 0 | 63 | 679 |
Refundable AMT credit | 0 | (139) | 0 |
Return to provision adjustment | (661) | 60 | 11 |
Rate differential | (53) | 155 | 297 |
Federal rate adjustment - tax reform | 0 | 0 | 7,595 |
Research credits | (4,405) | (4,393) | (1,554) |
Change in the valuation allowance | 26,905 | 23,892 | 4,244 |
Income tax benefit | (152) | (192) | 0 |
Excess tax benefits associated with the exercise of non-qualified stock options | 1,100 | 4,900 | 400 |
Disqualifying dispositions of incentive stock options | $ 300 | $ 2,200 | $ 700 |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at the beginning of the year | $ 1,812 | $ 591 |
Increase related to prior year tax positions | 168 | 9 |
Increase related to current year tax positions | 1,166 | 1,212 |
Balance at the end of the year | $ 3,146 | $ 1,812 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Operating income (loss) | $ (22,258) | $ (33,745) | $ (26,657) | $ (24,772) | $ (19,663) | $ (16,887) | $ (14,415) | $ (15,757) | $ (107,432) | $ (66,722) | $ (28,781) |
Net income (loss) | $ (20,263) | $ (31,033) | $ (23,962) | $ (22,078) | $ (16,994) | $ (15,958) | $ (13,618) | $ (15,086) | $ (97,336) | $ (61,656) | $ (30,070) |
Per common share: | |||||||||||
Loss per share, basic (in dollars per share) | $ (0.75) | $ (1.15) | $ (0.89) | $ (0.82) | $ (0.64) | $ (0.66) | $ (0.57) | $ (0.63) | $ (3.60) | $ (2.50) | |
Loss per share, diluted (in dollars per share) | $ (0.75) | $ (1.15) | $ (0.89) | $ (0.82) | $ (0.64) | $ (0.66) | $ (0.57) | $ (0.63) | $ (3.60) | $ (2.50) |