Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 13, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Neoleukin Therapeutics, Inc. | |
Entity Central Index Key | 0001404644 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Trading Symbol | NLTX | |
Title of 12(b) Security | Common Stock | |
Entity Address, State or Province | DE | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 38,332,943 |
Condensed consolidated balance
Condensed consolidated balance sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents (Note 4) | $ 66,306 | $ 76,928 |
Receivables, prepayments and deposits | 1,276 | 237 |
Total current assets | 67,582 | 77,165 |
Property and equipment, net | 1,388 | 400 |
Operating lease right-of-use asset (Note 2(i)) | 170 | |
Intangible asset, net (Note 3) | 622 | |
Long-term prepayments and deposits | 29 | 53 |
Total assets | 69,791 | 77,618 |
Current liabilities | ||
Accounts payable and other liabilities | 2,300 | 4,618 |
Finance lease liability (Note 5) | 65 | 9 |
Operating lease liability (Note 5) | 200 | |
Total current liabilities | 2,565 | 4,627 |
Deferred rent | 313 | |
Non-current finance lease liability (Note 5) | 146 | 6 |
Non-current operating lease liability (Note 5) | 205 | |
Total liabilities | 2,916 | 4,946 |
Share capital: (Note 6) | ||
Common stock | ||
Non-voting convertible preferred stock | ||
Additional paid-in capital | 358,303 | 302,759 |
Accumulated deficit | (291,428) | (230,087) |
Total stockholders' equity | 66,875 | 72,672 |
Total liabilities and stockholders' equity | $ 69,791 | $ 77,618 |
Condensed consolidated balanc_2
Condensed consolidated balance sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 28,140,243 | 23,537,368 |
Common stock, shares outstanding | 28,140,243 | 23,537,368 |
Preferred stock, par value | $ 0.000001 | |
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock, shares issued | 101,927 | 0 |
Preferred stock, shares outstanding | 101,927 | 0 |
Non-voting convertible preferred stock [Member] | ||
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 101,927 | 0 |
Preferred stock, shares outstanding | 101,927 | 0 |
Condensed consolidated statemen
Condensed consolidated statements of operations and comprehensive loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue (Note 8) | $ 25,000 | |||
Operating expenses | ||||
Research and development (Note 7) | $ 1,420 | $ 10,713 | $ (471) | 39,217 |
Acquired in-process research and development (Note 3) | 47,716 | 47,716 | ||
General and administrative (Note 7) | 10,380 | 4,484 | 15,358 | 13,107 |
Total operating expenses | 59,516 | 15,197 | 62,603 | 52,324 |
Loss from operations | (59,516) | (15,197) | (62,603) | (27,324) |
Other income, net (Note 9) | 384 | 204 | 1,262 | 626 |
Net loss | $ (59,132) | $ (14,993) | $ (61,341) | $ (26,698) |
Net loss per common stock – basic and diluted (Note 10) | $ (2.26) | $ (0.64) | $ (2.51) | $ (1.14) |
Basic and diluted weighted average number of common stock outstanding | 26,185,839 | 23,537,368 | 24,429,893 | 23,513,489 |
Comprehensive loss: | ||||
Net loss | $ (59,132) | $ (14,993) | $ (61,341) | $ (26,698) |
Other comprehensive income – unrealized gain on available-for-sale securities | 2 | 70 | ||
Comprehensive loss | $ (59,132) | $ (14,991) | $ (61,341) | $ (26,628) |
Condensed consolidated statem_2
Condensed consolidated statements of cash flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating activities | ||
Net loss | $ (61,341) | $ (26,698) |
Non-cash items: | ||
Stock-based compensation (Note 6(c)) | 7,017 | 3,861 |
Acquired in-process research & development (Note 3) | 47,716 | |
Unrealized foreign exchange loss and others | 276 | 628 |
Changes in operating assets and liabilities: | ||
Receivable, prepayments and deposits | (453) | 720 |
Accounts payable and other liabilities | (3,973) | (313) |
Cash used in operating activities | (10,758) | (21,802) |
Investing activities | ||
Acquisition of Neoleukin Therapeutics, Inc., net of cash acquired | 191 | |
Proceeds from maturity of investments | 56,000 | |
Purchase of property and equipment | (97) | (49) |
Cash provided by investing activities | 94 | 55,951 |
Financing activities | ||
Proceeds from exercise of stock options | 40 | 602 |
Payment on finance lease obligations | (7) | (30) |
Cash provided by financing activities | 33 | 572 |
Effect of exchange rate changes on cash and cash equivalents | 9 | (22) |
Net change in cash and cash equivalents during the period | (10,622) | 34,699 |
Cash and cash equivalents, beginning of period | 76,928 | 52,032 |
Cash and cash equivalents, end of period | 66,306 | 86,731 |
Supplemental disclosure of cash flow information: | ||
Interest received | $ 1,279 | $ 1,210 |
Condensed consolidated statem_3
Condensed consolidated statements of stockholders' equity - USD ($) $ in Thousands | Total | Non-voting convertible preferred stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning balance at Dec. 31, 2017 | $ 98,887 | $ 297,459 | $ (198,502) | $ (70) | ||
Beginning balance, shares at Dec. 31, 2017 | 23,472,430 | |||||
Options exercised | 602 | 602 | ||||
Options exercised, shares | 64,938 | |||||
Stock-based compensation (Note 6(c)) | 3,861 | 3,861 | ||||
Other comprehensive income | 70 | 70 | ||||
Net loss | (26,698) | (26,698) | ||||
Ending balance at Sep. 30, 2018 | 76,722 | 301,922 | (225,200) | |||
Ending balance, shares at Sep. 30, 2018 | 23,537,368 | |||||
Beginning balance at Jun. 30, 2018 | 90,677 | 300,886 | (210,207) | (2) | ||
Beginning balance, shares at Jun. 30, 2018 | 23,537,368 | |||||
Stock-based compensation (Note 6(c)) | 1,036 | 1,036 | ||||
Other comprehensive income | 2 | $ 2 | ||||
Net loss | (14,993) | (14,993) | ||||
Ending balance at Sep. 30, 2018 | 76,722 | 301,922 | (225,200) | |||
Ending balance, shares at Sep. 30, 2018 | 23,537,368 | |||||
Beginning balance at Dec. 31, 2018 | 72,672 | 302,759 | (230,087) | |||
Beginning balance, shares at Dec. 31, 2018 | 23,537,368 | |||||
Issuance of common stock for Former Neoleukin common stock (Note 3) | 15,055 | 15,055 | ||||
Issuance of common stock for Former Neoleukin common stock (Note 3), shares | 4,589,771 | |||||
Issuance of convertible preferred stock for Former Neoleukin common stock (Note 3) | 33,432 | 33,432 | ||||
Issuance of convertible preferred stock for Former Neoleukin common stock (Note 3), shares | 101,927 | |||||
Options exercised | $ 40 | 40 | ||||
Options exercised, shares | 13,104 | 13,104 | ||||
Stock-based compensation (Note 6(c)) | $ 7,017 | 7,017 | ||||
Net loss | (61,341) | (61,341) | ||||
Ending balance at Sep. 30, 2019 | 66,875 | 358,303 | (291,428) | |||
Ending balance, shares at Sep. 30, 2019 | 101,927 | 28,140,243 | ||||
Beginning balance at Jun. 30, 2019 | 72,329 | 304,625 | (232,296) | |||
Beginning balance, shares at Jun. 30, 2019 | 23,537,368 | |||||
Issuance of common stock for Former Neoleukin common stock (Note 3) | 15,055 | 15,055 | ||||
Issuance of common stock for Former Neoleukin common stock (Note 3), shares | 4,589,771 | |||||
Issuance of convertible preferred stock for Former Neoleukin common stock (Note 3) | 33,432 | 33,432 | ||||
Issuance of convertible preferred stock for Former Neoleukin common stock (Note 3), shares | 101,927 | |||||
Options exercised | $ 40 | 40 | ||||
Options exercised, shares | 13,104 | 13,104 | ||||
Stock-based compensation (Note 6(c)) | $ 5,151 | 5,151 | ||||
Net loss | (59,132) | (59,132) | ||||
Ending balance at Sep. 30, 2019 | $ 66,875 | $ 358,303 | $ (291,428) | |||
Ending balance, shares at Sep. 30, 2019 | 101,927 | 28,140,243 |
Nature of operations
Nature of operations | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of operations | 1. Nature of operations On August 8, 2019, Aquinox Pharmaceuticals, Inc. (“Aquinox”) completed a transaction with Neoleukin Therapeutics, Inc. (“Former Neoleukin”) pursuant to the Agreement and Plan of Merger dated August 5, 2019. Former Neoleukin merged with a wholly owned subsidiary of Aquinox. Upon completion of the transaction, Aquinox was renamed Neoleukin Therapeutics, Inc. (“Neoleukin” or “the Company”) and its common stock trades under the new ticker symbol “NLTX” on the Nasdaq Global Market. The Company is a biotechnology company that uses sophisticated computational algorithms and methods to design de novo candidate, NL-201, is de novo interleukin-2, or IL-2, and interleukin-15, or IL-15, for native IL-2 and IL-15 to non-target cells. to NL-201 demonstrated native IL-2. The Company’s head-office is in Seattle, Washington. |
Summary of significant accounti
Summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies (a) Basis of presentation The accompanying unaudited condensed consolidated financial statements are presented in United States (“U.S.”) dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these consolidated financial statements do not include all of the information and footnotes required for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2019, and results of operations and cash flows for all periods presented. The interim results presented are not necessarily indicative of results that can be expected for a full year. (b) Use of estimates and assumptions The preparation of 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 and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Significant areas requiring management estimates include valuation of stock options and restricted stock units, amortization and depreciation, determination of the fair values of assets and liabilities acquired in the acquisition of net assets of Former Neoleukin, accrual of expenses, valuation allowance for deferred income taxes, and contingencies. Actual results could differ from those estimates. (c) Leases At contract inception, the Company determines if the contract is a lease or contains a lease. Operating leases are recorded as operating lease right-of-use non-current right-of-use non-current . Right-of-use right-of-use For leases of office space with a lease term of less than 12 months and which do not include an option to purchase the underlying asset, the Company has elected to recognize the lease payments in the statement of operations on a straight-line basis over the lease term. For leases of office space, the Company has elected to not separate the lease components from the non-lease (d) Asset acquisitions At the time of acquisition, the Company determines if a transaction should be accounted for as a business combination or acquisition of assets. The Company accounted for its transaction with Neoleukin as an asset acquisition as substantially all the value of the acquisition is concentrated in one identifiable intangible asset. For an acquisition of assets, the cost of acquiring the asset group, including transaction costs, is allocated to the acquired assets and assumed liabilities based on their relative fair values without giving rise to goodwill. Acquired in-process The intangible asset is tested for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company recognizes an impairment loss when carrying amount is not recoverable and the estimated fair value of the intangible asset is less than its carrying value. ( e The Company has issued stock options and restricted stock units (“RSUs”). The Company measures the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of such award will be recognized over the period during which services are provided in exchange for the award, generally the vesting period. The Company accounts for forfeitures as they occur. All share-based payments to employees are recognized in the consolidated financial statements based upon their respective grant date fair values. The Company initially measures the compensation expense of stock-based awards granted to consultants using the grant date fair value of the award. Compensation expense is recognized over the period during which services are rendered by such consultants. At the end of each financial reporting period prior to completion of services being rendered, the compensation expense related to these awards is remeasured using the then current fair value of the Company’s common stock for RSUs, or based upon updated assumptions in the Black-Scholes option pricing model for stock option awards. The Company estimates the fair value of options granted using the Black-Scholes option pricing model. This approximation uses assumptions regarding a number of inputs that requires management to make significant estimates and judgments. The expected volatility assumption is based on industry peer information and the Company expects to continue to do The fair value of each RSU is measured using the closing price of the Company’s common stock on the date of grant. ( f The Company accounts for restructuring costs in accordance with ASC 420, Exit or Disposal Cost Obligations. ASC 420 specifies that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, except for a liability where employees are required to render service until they are terminated in order to receive termination benefits and will be retained to render service beyond the minimum retention period. A liability for such one-time The charges that the Company expects to incur in connection with the restructuring are subject to a number of assumptions, and actual results may differ materially. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring plan. ( g The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements subject to the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and identifies performance obligations that are distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when (or as) the performance obligation is satisfied. The Company’s only source of revenue was amounts earned under a license and collaboration agreement entered into and subsequently terminated in 2018. ( h The Company operates in one segment, the research and development of de novo ( i Basic net loss per common stock is computed by dividing net loss by the weighted-average number of common stock outstanding during the period. Diluted net loss per common stock is determined using the weighted-average number of common stock outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options, restricted stock units and the conversion of the non-voting ( j The Company adopted ASU 2016-02 2016-02 right-of-use 2016-02 non-lease 2016-02 right-of-use The Company adopted ASU 2018-13 2018-13 2018-13 |
Merger of Neoleukin Therapeutic
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. | 9 Months Ended |
Sep. 30, 2019 | |
Acquisition of Assets [Abstract] | |
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. | 3. Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. On August 8, 2019, Aquinox and Former Neoleukin completed a non-voting The total consideration paid was $51.6 million and consists of: (in thousands) Fair value of 4,589,771 $ 15,054 Fair value of 101,927 33,432 Cash consideration for fractional shares 5 Transaction costs 3,087 Total consideration $ 51,578 The fair value of the Aquinox securities issued to stockholders of Former Neoleukin was based on the closing stock price on August 7, 2019, the last day of trading prior to the completion of the transaction. The transaction was accounted for as an asset acquisition as Former Neoleukin did not meet the definition of a business under Accounting Standard Codification Topic 805, Business Combinations (“ASC 805”) as substantially all of the value was in the In Process Research & Development (“IPR&D”) asset. The estimated fair value of the IPR&D asset was expensed as the Company determined that the asset has no alternative future use in accordance with ASC 730 “Research and Development”. The following table summarizes the assets acquired and liabilities assumed: (in thousands) Assets acquired: Cash and cash equivalents $ 3,282 Receivables, prepayments and deposits 560 Property and equipment, net 1,034 In process research and development asset 47,716 Intangible asset 659 Total assets acquired 53,251 Liabilities assumed: Accounts payable and other liabilities 1,472 Financing lease liability 201 Total liabilities assumed 1,673 Total consideration $ 51,578 |
Cash and cash equivalents
Cash and cash equivalents | 9 Months Ended |
Sep. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash and cash equivalents | 4. Cash and cash equivalents (in thousands) SEPTEMBER 30, 2019 DECEMBER 31, Cash $ 22,270 $ 25,061 Cash equivalents 44,036 51,867 $ 66,306 $ 76,928 |
Lease liabilities
Lease liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Lease liabilities | 5. Lease liabilities (a) ASU 2016-02 The Company has a lease agreement for approximately 10,946 square feet of office space in Canada which commenced on November 1, 2016 and expire s d on As part of the transaction with Former Neoleukin, the Company assumed a finance lease liability for laboratory equipment. The Company is obligated to make five annual payments of $59,632 for an aggregate purchase price of $298,160. All rights and title will transfer to the Company upon receipt of the final payment. The components of the lease expense were as follows: (in thousands) THREE MONTHS NINE MONTHS ENDED SEPTEMBER Finance lease cost Amortization of right-of-use $ 7 $ 7 Interest on lease liabilities — — Operating lease cost 24 86 Variable lease cost 31 121 Total net lease cost $ 62 $ 214 Supplemental cash flow information related to leases was as follows: (in thousands) THREE MONTHS NINE MONTHS ENDED SEPTEMBER Cash paid for amounts included in the measurement of operating lease liabilities $ 50 $ 146 Cash paid for amounts included in the measurement of finance lease liabilities 2 7 Operating lease liabilities arising from obtaining right-of-use — 515 The calculation of the present value of the operating lease payments utilized a discount rate of 6% and did not include the option to extend the lease to October 31, 2026. The calculation of the present value of the finance lease payments utilized a discount rate of 7.11%. At September 30, 2019, the future payments under the Company’s operating and finance lease liabilities were as follows: (in thousands) FINANCE LEASE OPERATING December 31, 2019 $ 2 $ 51 December 31, 2020 67 207 December 31, 2021 60 172 December 31, 2022 60 — December 31, 2023 59 — Total undiscounted lease payments 248 430 Less: imputed interest (37 ) (25 ) Total lease liabilities 211 405 Less: current portion (65 ) (200 ) Non-current $ 146 $ 205 On September 26, 2019, the Company entered into a lease agreement for the lease of approximately 6,272 square feet of office space in Seattle, Washington, for the Company’s principal executive offices, a laboratory for research and development and related uses. The lease was effective on September 23, 2019, commenced on October 1, 2019 and expires on September 30, 2021, unless terminated earlier. The Company will be obligated to pay approximately $358,000 in annual basic rent for the first year of the lease, and approximately $366,000 in the second year. The Company will also be responsible for the payment of additional rent to cover the Company’s share of the annual operating and tax expenses and utilities costs for the building. (b) Disclosures related to periods prior to adoption of ASU 2016-02 The lease agreements contain scheduled rent increases, rent holidays and tenant improvement allowance. As such, the Company has recorded a deferred rent liability of $0.3 million as at December 31, 2018. The minimum lease payments under the non-cancelable 2019 2020 2021 Total Operating lease obligations $ 362 $ 336 $ 280 $ 978 $ 362 $ 336 $ 280 $ 978 During the three and nine months ended September 30, 2018, the Company incurred operating lease costs of $0.3 million and $0.7 million, respectively. |
Stockholders' equity
Stockholders' equity | 9 Months Ended |
Sep. 30, 2019 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' equity | 6. Stockholders’ equity (a) Share capital Neoleukin is authorized to issue two classes of stock, common and preferred. The total number of shares Neoleukin is authorized to issue is 55,000,000 shares, comprised of 50,000,000 common stock and 5,000,000 preferred stock both with a par value of $0.000001 per share. As of September 30, 2019 and December 31, 2018, the total number of shares of common stock issued and outstanding was 28,140,243 and 23,537,368, respectively. As of September 30, 2019 and December 31, 2018, the total number of shares of preferred stock issued or outstanding was 101,927 and nil. On August 8, 2019, the Company issued 4,589,771 shares of common stock and 101,927 shares of non-voting Neoleukin Each share of non-voting as-is (b) Stock option plan The Company’s 2014 Equity Incentive Plan (“2014 Plan”) became effective in March 2014. The 2014 Plan is the successor to and continuation of the Joint Canadian Stock Option Plan (the “2006 Plan”). No further grants will be made under the 2006 Plan. The 2014 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of equity awards to employees, directors, and consultants. As at September 30, 2019, the maximum number of shares of common stock that may be issued under the 2014 Plan was 4,712,447 shares. Additionally, the number of shares of common stock reserved for issuance under the 2014 Plan will automatically increase on January 1 of each year for a period of up to 10 years, beginning on January 1, 2015 and ending on and including January 1, 2024, by 4% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the board of directors. Stock option transactions and the number of stock options outstanding are summarized below: NUMBER OF SHARES WEIGHTED WEIGHTED (IN YEARS) AGGREGATE Outstanding at December 31, 2018 2,897,294 $ 9.04 7.96 $ — Options granted 298,000 3.54 Options exercised (13,104 ) 3.07 Options forfeited (278,197 ) 11.84 Outstanding at September 30, 2019 2,903,993 $ 8.23 3.95 $ 3 Exercisable as of September 30, 2019 2,288,581 $ 9.41 3.60 $ — During the three months ended September 30, 2019, the Company granted 298,000 stock options to employees and consultants. The stock options granted to employees have an exercise price per share ranging from $2.80 to $3.76 and vest 25% one year after the beginning of the vesting period and thereafter ratably each month over the following thirty-six 10-year During the three months ended September 30, 2019, 13,104 shares of common stock were issued upon exercise of options with an aggregate intrinsic value of nil. Restricted stock units During the three months ended September 30, 2019, the Company granted 72,000 restricted stock units to employees and consultants with a weighted average grant date fair value per share 10-year Inducement grants During the three months ended September 30, 2019, the Compensation Committee of the Board of Directors of the Company granted 3,300,000 stock options as a material inducement to four employees hired by the Company pursuant to the inducement exception provided under Nasdaq listing rules. The stock options granted have an exercise price per share of $2.80 and vest 25% one year after the beginning of the vesting period and thereafter ratably each month over the following thirty-six (c) Stock-based compensation The fair value of stock options granted is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: THREE MONTHS ENDED NINE MONTHS ENDED 2019 2018 2019 2018 Expected volatility 90 % 83 % 90 % 80 % Expected dividends 0 % 0 % 0 % 0 % Expected terms (years) 6.00 6.00 6.00 6.00 Risk free rate 1.44 % 2.86 % 1.44 % 2.80 % Weighted average grant-date fair value of stock options $ 2.63 $ 2.20 $ 2.63 $ 6.25 The Company amortizes the fair value of the stock options on a straight-line basis over the applicable requisite service periods of the awards, which is generally the vesting period. Stock-based compensation expense charged to operating expenses was $5.1 million and $7.0 million for the three and nine months ended September 30, 2019, respectively and $1.5 million and $2.8 million for the three and nine months ended September 30, 2018, respectively. Total unrecognized compensation cost for all stock-based compensation plans was $8.6 million and $15.4 million as of September 30, 2019 and September 30, 2018, respectively, which is expected to be recognized over a weighted-average period of 3.70 years (September 30, 2018 – 3.00 years). |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 7. Restructuring In July 2018, the Company’s Board of Directors approved a restructuring plan to reduce operating costs and better align the Company’s workforce with the needs of its business following the June 27, 2018 announcement that its Phase 3 Leadership 301 clinical trial evaluating once-daily, oral rosiptor for the treatment of IC/BPS failed to meet its primary endpoint. The Company has halted all further development activities with rosiptor. Under the restructuring plan, the Company reduced its workforce by 30 employees (approximately 53% of total employees) and closed its office in San Bruno, California. Affected employees are eligible to receive severance payments and outplacement services. The Company incurred aggregate restructuring charges of $7.4 million related to clinical trial closing costs, contract cancellations, closing of its office in San Bruno, severance payments and other employee-related costs. Substantially all of these charges were paid as at June 30, 2019. During the second quarter of 2019, the Company revised its original estimate of aggregate restructuring charges lower by $2.0 million based upon updated information from its vendors related to a completed project. The following table shows the total amounts incurred and the liability accrued related to the July 2018 restructuring as at September 30, 2019: (in thousands) CLINICAL ONE-TIME CONTRACT SAN TOTAL Amounts accrued as at January 1, 2018 $ — $ — $ — $ — $ — Charges for the year 5,703 1,879 1,108 465 9,155 Revised estimates during the year 41 2 187 5 235 Total restructuring costs expected to be incurred 5,744 1,881 1,295 470 9,390 Amounts paid during the year (2,204 ) (1,881 ) (1,201 ) (470 ) (5,756 ) Amounts accrued as at December 31, 2018 3,540 — 94 — 3,634 Revised estimates during the period (1,954 ) — 12 — (1,942 ) Amounts paid during the period (1,579 ) — (78 ) — (1,657 ) Amounts accrued as at September 30, 2019 $ 7 $ — $ 28 $ — $ 35 On November 6, 2018, the Company’s Board of Directors approved an additional restructuring plan to further reduce operating costs. Under the restructuring plan, the Company reduced its workforce by 16 employees effective December 31, 2018. Further reduction of staff occurred in 2019. Affected employees are eligible to receive severance payments and outplacement services. The Company incurred restructuring charges of $1.0 million in 2018 related to one-time The following table shows the total amount expected to be incurred and the liability related to the November 2018 restructuring as at September 30, 2019: (in thousands) ONE-TIME Total restructuring costs incurred in 2018 $ 984 Amount paid in 2018 (922 ) Amount accrued at December 31, 2018 62 Restructuring costs expected to be incurred in 2019 660 Amount paid during the period ended September 30, 2019 (702 ) Amount accrued at September 30, 2019 (9 ) Amount expected to be incurred in future periods $ 11 Restructuring recoveries of $1.9 million is recorded in research and development expenses and $0.6 million in general and administrative expenses. The majority of the amounts were paid by September 30, 2019. |
Previous license and collaborat
Previous license and collaboration agreement | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Previous license and collaboration agreement | 8. Previous license and collaboration agreement T had previously in May 2018 The Company determined that its performance obligations under the agreement are the license and transfer of data, ongoing information sharing with Astellas and the material right granted to Astellas to acquire rosiptor at the Company’s cost. The upfront payment of $25.0 million was allocated between each of the performance obligations. On November 8, 2018, the Company entered into an Early Termination Agreement with Astellas to terminate the exclusive license and collaboration agreement between the Company and Astellas effective immediately. The $25.0 million upfront payment from Astellas is non-refundable |
Other income, net
Other income, net | 9 Months Ended |
Sep. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Other income, net | 9. Other income, net (in thousands) THREE MONTHS ENDED NINE MONTHS ENDED 2019 2018 2019 2018 Interest income $ 392 $ 469 $ 1,278 $ 1,093 Foreign exchange gain (losses) 1 (3 ) (6 ) (34 ) Miscellaneous expenses (9 ) (262 ) (10 ) (433 ) $ 384 $ 204 $ 1,262 $ 626 |
Net loss per common stock
Net loss per common stock | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net loss per common stock | 10. Net loss per common stock Basic and diluted net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding. The Company excluded the following non-voting THREE MONTHS ENDED NINE MONTHS ENDED 2019 2018 2019 2018 Outstanding stock options 6,203,993 3,357,264 6,203,993 3,357,264 Restricted stock units 72,000 — 72,000 — Common stock to be issued on conversion of convertible preferred stock 10,192,700 — 10,192,700 — 16,468,693 3,357,264 16,468,693 3,357,264 |
Financial instruments
Financial instruments | 9 Months Ended |
Sep. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Financial instruments | 11. Financial instruments The carrying amounts of certain of the Company’s financial instruments including cash, cash equivalents, receivables, accounts payable and other liabilities, approximate their fair values because of their nature and/or short maturities. The Company has no financial instruments that are measured at fair value on a recurring basis as of September 30, 2019 and December 31, 2018. The Company had no Level 1, 2 or 3 financial instruments as at September 30, 2019 and December 31, 2018. There were no transfers to/from Level 3 during the three and nine months ended September 30, 2019 and the year ended December 31, 2018. |
License and patent agreements
License and patent agreements | 9 Months Ended |
Sep. 30, 2019 | |
License Agreement [Abstract] | |
License and patent agreements | 12. License and patent agreements The Company has an exclusive license agreement with the University of Washington, or UW, under which UW (on behalf of itself and Stanford University) granted the Company an exclusive worldwide license under certain patent rights, to make, have made, use, offer to sell, sell, offer to lease or lease, import, export or otherwise offer to dispose of licensed products in all fields of use, and a nonexclusive worldwide license to use certain know-how. As consideration for the licensed rights, the Former Neoleukin issued 536,813 shares of common stock to UW. These shares were exchanged for 188,974 shares of common stock of the Company and 4,197 shares of non-voting Furthermore, t country-by-country The agreement will expire upon the expiration of the last valid claim within the licensed patent rights. The Company may terminate the agreement upon prior written notice to UW. UW may terminate the agreement by a specified number of days’ notice if the Company permanently ceases operations, becomes insolvent or similar, or if the Company challenges the validity of the licensed patent rights. In addition, UW may terminate the agreement for material breach that is not cured within a specified number of days, which cure period is to be at least doubled if the Company is proceeding diligently to cure the default. |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent events | 13. Subsequent events At the Company’s annual general non-voting |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | (a) Basis of presentation The accompanying unaudited condensed consolidated financial statements are presented in United States (“U.S.”) dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these consolidated financial statements do not include all of the information and footnotes required for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2019, and results of operations and cash flows for all periods presented. The interim results presented are not necessarily indicative of results that can be expected for a full year. |
Use of estimates and assumptions | (b) Use of estimates and assumptions The preparation of 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 and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Significant areas requiring management estimates include valuation of stock options and restricted stock units, amortization and depreciation, determination of the fair values of assets and liabilities acquired in the acquisition of net assets of Former Neoleukin, accrual of expenses, valuation allowance for deferred income taxes, and contingencies. Actual results could differ from those estimates. |
Leases | (c) Leases At contract inception, the Company determines if the contract is a lease or contains a lease. Operating leases are recorded as operating lease right-of-use non-current right-of-use non-current . Right-of-use right-of-use For leases of office space with a lease term of less than 12 months and which do not include an option to purchase the underlying asset, the Company has elected to recognize the lease payments in the statement of operations on a straight-line basis over the lease term. For leases of office space, the Company has elected to not separate the lease components from the non-lease |
Asset Acquisition | (d) Asset acquisitions At the time of acquisition, the Company determines if a transaction should be accounted for as a business combination or acquisition of assets. The Company accounted for its transaction with Neoleukin as an asset acquisition as substantially all the value of the acquisition is concentrated in one identifiable intangible asset. For an acquisition of assets, the cost of acquiring the asset group, including transaction costs, is allocated to the acquired assets and assumed liabilities based on their relative fair values without giving rise to goodwill. Acquired in-process The intangible asset is tested for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company recognizes an impairment loss when carrying amount is not recoverable and the estimated fair value of the intangible asset is less than its carrying value. |
Accounting for stock-based compensation | ( e The Company has issued stock options and restricted stock units (“RSUs”). The Company measures the cost of services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of such award will be recognized over the period during which services are provided in exchange for the award, generally the vesting period. The Company accounts for forfeitures as they occur. All share-based payments to employees are recognized in the consolidated financial statements based upon their respective grant date fair values. The Company initially measures the compensation expense of stock-based awards granted to consultants using the grant date fair value of the award. Compensation expense is recognized over the period during which services are rendered by such consultants. At the end of each financial reporting period prior to completion of services being rendered, the compensation expense related to these awards is remeasured using the then current fair value of the Company’s common stock for RSUs, or based upon updated assumptions in the Black-Scholes option pricing model for stock option awards. The Company estimates the fair value of options granted using the Black-Scholes option pricing model. This approximation uses assumptions regarding a number of inputs that requires management to make significant estimates and judgments. The expected volatility assumption is based on industry peer information and the Company expects to continue to do The fair value of each RSU is measured using the closing price of the Company’s common stock on the date of grant. |
Restructuring costs | ( f The Company accounts for restructuring costs in accordance with ASC 420, Exit or Disposal Cost Obligations. ASC 420 specifies that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, except for a liability where employees are required to render service until they are terminated in order to receive termination benefits and will be retained to render service beyond the minimum retention period. A liability for such one-time The charges that the Company expects to incur in connection with the restructuring are subject to a number of assumptions, and actual results may differ materially. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring plan. |
Revenue recognition | ( g The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements subject to the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and identifies performance obligations that are distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when (or as) the performance obligation is satisfied. The Company’s only source of revenue was amounts earned under a license and collaboration agreement entered into and subsequently terminated in 2018. |
Segment reporting | ( h The Company operates in one segment, the research and development of de novo |
Net loss per common stock | ( i Basic net loss per common stock is computed by dividing net loss by the weighted-average number of common stock outstanding during the period. Diluted net loss per common stock is determined using the weighted-average number of common stock outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options, restricted stock units and the conversion of the non-voting |
Recently issued and recently adopted accounting standards | ( j The Company adopted ASU 2016-02 2016-02 right-of-use 2016-02 non-lease 2016-02 right-of-use The Company adopted ASU 2018-13 2018-13 2018-13 |
Merger of Neoleukin Therapeut_2
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Acquisition of Assets [Abstract] | |
Schedule of Total Consideration Paid | The total consideration paid was $51.6 million and consists of: (in thousands) Fair value of 4,589,771 $ 15,054 Fair value of 101,927 33,432 Cash consideration for fractional shares 5 Transaction costs 3,087 Total consideration $ 51,578 |
Summary of the Assets Acquired and Liabilities Assumed | The following table summarizes the assets acquired and liabilities assumed: (in thousands) Assets acquired: Cash and cash equivalents $ 3,282 Receivables, prepayments and deposits 560 Property and equipment, net 1,034 In process research and development asset 47,716 Intangible asset 659 Total assets acquired 53,251 Liabilities assumed: Accounts payable and other liabilities 1,472 Financing lease liability 201 Total liabilities assumed 1,673 Total consideration $ 51,578 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | (in thousands) SEPTEMBER 30, 2019 DECEMBER 31, Cash $ 22,270 $ 25,061 Cash equivalents 44,036 51,867 $ 66,306 $ 76,928 |
Lease liabilities (Tables)
Lease liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of the lease expense were as follows: (in thousands) THREE MONTHS NINE MONTHS ENDED SEPTEMBER Finance lease cost Amortization of right-of-use $ 7 $ 7 Interest on lease liabilities — — Operating lease cost 24 86 Variable lease cost 31 121 Total net lease cost $ 62 $ 214 |
Supplemental Cash flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: (in thousands) THREE MONTHS NINE MONTHS ENDED SEPTEMBER Cash paid for amounts included in the measurement of operating lease liabilities $ 50 $ 146 Cash paid for amounts included in the measurement of finance lease liabilities 2 7 Operating lease liabilities arising from obtaining right-of-use — 515 |
Schedule of Company's Operating Lease Liability | At September 30, 2019, the future payments under the Company’s operating and finance lease liabilities were as follows: (in thousands) FINANCE LEASE OPERATING December 31, 2019 $ 2 $ 51 December 31, 2020 67 207 December 31, 2021 60 172 December 31, 2022 60 — December 31, 2023 59 — Total undiscounted lease payments 248 430 Less: imputed interest (37 ) (25 ) Total lease liabilities 211 405 Less: current portion (65 ) (200 ) Non-current $ 146 $ 205 |
Schedule of Company's Finance Lease Liability | At September 30, 2019, the future payments under the Company’s operating and finance lease liabilities were as follows: (in thousands) FINANCE LEASE OPERATING December 31, 2019 $ 2 $ 51 December 31, 2020 67 207 December 31, 2021 60 172 December 31, 2022 60 — December 31, 2023 59 — Total undiscounted lease payments 248 430 Less: imputed interest (37 ) (25 ) Total lease liabilities 211 405 Less: current portion (65 ) (200 ) Non-current $ 146 $ 205 |
Schedule of Minimum Lease Payments under Non-cancelable Operating Leases | The minimum lease payments under the non-cancelable 2019 2020 2021 Total Operating lease obligations $ 362 $ 336 $ 280 $ 978 $ 362 $ 336 $ 280 $ 978 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Federal Home Loan Banks [Abstract] | |
Schedule of Stock Option Transactions and Number of Stock Options Outstanding | Stock option transactions and the number of stock options outstanding are summarized below: NUMBER OF SHARES WEIGHTED WEIGHTED (IN YEARS) AGGREGATE Outstanding at December 31, 2018 2,897,294 $ 9.04 7.96 $ — Options granted 298,000 3.54 0 0 Options exercised (13,104 ) 3.07 0 0 Options forfeited (278,197 ) 11.84 0 0 Outstanding at September 30, 2019 2,903,993 $ 8.23 3.95 $ 3 Exercisable as of September 30, 2019 2,288,581 $ 9.41 3.60 $ 0 |
Schedule of Weighted Average Assumptions | The fair value of stock options granted is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: THREE MONTHS ENDED NINE MONTHS ENDED 2019 2018 2019 2018 Expected volatility 90 % 83 % 90 % 80 % Expected dividends 0 % 0 % 0 % 0 % Expected terms (years) 6.00 6.00 6.00 6.00 Risk free rate 1.44 % 2.86 % 1.44 % 2.80 % Weighted average grant-date fair value of stock options $ 2.63 $ 2.20 $ 2.63 $ 6.25 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Restructuring Plan, July 2018 [Member] | |
Summary of Total Amount Expected to Be Incurred and Liability | The following table shows the total amounts incurred and the liability accrued related to the July 2018 restructuring as at September 30, 2019: (in thousands) CLINICAL ONE-TIME CONTRACT SAN TOTAL Amounts accrued as at January 1, 2018 $ — $ — $ — $ — $ — Charges for the year 5,703 1,879 1,108 465 9,155 Revised estimates during the year 41 2 187 5 235 Total restructuring costs expected to be incurred 5,744 1,881 1,295 470 9,390 Amounts paid during the year (2,204 ) (1,881 ) (1,201 ) (470 ) (5,756 ) Amounts accrued as at December 31, 2018 3,540 — 94 — 3,634 Revised estimates during the period (1,954 ) — 12 — (1,942 ) Amounts paid during the period (1,579 ) — (78 ) — (1,657 ) Amounts accrued as at September 30, 2019 $ 7 $ — $ 28 $ — $ 35 |
Restructuring Plan, November 2018 [Member] | |
Summary of Total Amount Expected to Be Incurred and Liability | The following table shows the total amount expected to be incurred and the liability related to the November 2018 restructuring as at September 30, 2019: (in thousands) ONE-TIME Total restructuring costs incurred in 2018 $ 984 Amount paid in 2018 (922 ) Amount accrued at December 31, 2018 62 Restructuring costs expected to be incurred in 2019 660 Amount paid during the period ended September 30, 2019 (702 ) Amount accrued at September 30, 2019 (9 ) Amount expected to be incurred in future periods $ 11 |
Other income, net (Tables)
Other income, net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, Net | (in thousands) THREE MONTHS ENDED NINE MONTHS ENDED 2019 2018 2019 2018 Interest income $ 392 $ 469 $ 1,278 $ 1,093 Foreign exchange gain (losses) 1 (3 ) (6 ) (34 ) Miscellaneous expenses (9 ) (262 ) (10 ) (433 ) $ 384 $ 204 $ 1,262 $ 626 |
Net loss per common stock (Tabl
Net loss per common stock (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per common stock | THREE MONTHS ENDED NINE MONTHS ENDED 2019 2018 2019 2018 Outstanding stock options 6,203,993 3,357,264 6,203,993 3,357,264 Restricted stock units 72,000 — 72,000 — Common stock to be issued on conversion of convertible preferred stock 10,192,700 — 10,192,700 — 16,468,693 3,357,264 16,468,693 3,357,264 |
Summary of significant accoun_3
Summary of significant accounting policies - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Significant Accounting Policies [Line Items] | ||
Recognition of right-of-use assets | $ 170 | |
Recognition of lease liabilities | $ 405 | |
Accounting Standards Update 2016-02 [Member] | ||
Significant Accounting Policies [Line Items] | ||
Recognition of right-of-use assets | $ 200 | |
Recognition of lease liabilities | 500 | |
Derecognition of deferred rent liability | $ 300 |
Merger of Neoleukin Therapeut_3
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. - Additional information (Detail) - shares | Aug. 08, 2019 | Sep. 30, 2019 | Sep. 30, 2019 |
Common Stock [Member] | |||
Acquisition Of Assets [Line Items] | |||
Stock issued for acquisition | 4,589,771 | 4,589,771 | |
Aquinox [Member] | Common Stock [Member] | |||
Acquisition Of Assets [Line Items] | |||
Stock issued for acquisition | 4,589,771 | ||
Non-voting convertible preferred stock [Member] | Aquinox [Member] | |||
Acquisition Of Assets [Line Items] | |||
Stock issued for acquisition | 101,927 |
Merger of Neoleukin Therapeut_4
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. - Schedule of Total Consideration Paid (Detail) $ in Thousands | Aug. 08, 2019USD ($) |
Acquisition Of Assets [Line Items] | |
Cash consideration for fractional shares | $ 5 |
Transaction costs | 3,087 |
Total consideration | 51,578 |
Aquinox [Member] | Common Stock [Member] | |
Acquisition Of Assets [Line Items] | |
Fair Value | 15,054 |
Convertible Preferred Stock [Member] | Aquinox [Member] | |
Acquisition Of Assets [Line Items] | |
Fair Value | $ 33,432 |
Merger of Neoleukin Therapeut_5
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. - Schedule of Total Consideration Paid (Parenthetical) (Detail) - USD ($) $ in Thousands | Aug. 08, 2019 | Sep. 30, 2019 | Sep. 30, 2019 |
Acquisition Of Assets [Line Items] | |||
Assets of acquisitions consideration | $ 51,578 | ||
Common Stock [Member] | |||
Acquisition Of Assets [Line Items] | |||
Stock issued for acquisition | 4,589,771 | 4,589,771 | |
Aquinox [Member] | Common Stock [Member] | |||
Acquisition Of Assets [Line Items] | |||
Stock issued for acquisition | 4,589,771 | ||
Non-voting convertible preferred stock [Member] | Aquinox [Member] | |||
Acquisition Of Assets [Line Items] | |||
Stock issued for acquisition | 101,927 |
Merger of Neoleukin Therapeut_6
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. - Summary of the Assets Acquired and Liabilities Assumed (Detail) - Aquinox [Member] $ in Thousands | Aug. 08, 2019USD ($) |
Assets acquired: | |
Cash and cash equivalents | $ 3,282 |
Receivables, prepayments and deposits | 560 |
Property and equipment, net | 1,034 |
In process research and development asset | 47,716 |
Intangible asset | 659 |
Total assets acquired | 53,251 |
Liabilities assumed: | |
Accounts payable and other liabilities | 1,472 |
Financing lease liability | 201 |
Total liabilities assumed | 1,673 |
Total consideration | $ 51,578 |
Cash and cash equivalents - Sch
Cash and cash equivalents - Schedule of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 22,270 | $ 25,061 |
Cash equivalents | 44,036 | 51,867 |
Cash and cash equivalents | $ 66,306 | $ 76,928 |
Lease liabilities - Additional
Lease liabilities - Additional Information (Detail) | Sep. 26, 2019USD ($)ft² | Dec. 22, 2016ft² | Nov. 01, 2016ft² | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Lessee, Lease, Description [Line Items] | |||||||
Finance lease liability annual payment | $ 67,000 | ||||||
Lease rent for second year | $ 60,000 | ||||||
Present value of operating lease payments discount rate | 6.00% | ||||||
Deferred rent liability | $ 313,000 | ||||||
Operating lease costs | $ 300,000 | $ 700,000 | |||||
Finance lease discount rate | 7.11% | ||||||
Finance lease liability aggregate purchase price | $ 248,000 | ||||||
Accounting Standards Update 2016-02 [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Finance lease liability annual payment | 59,632 | ||||||
Finance lease liability aggregate purchase price | $ 298,160 | ||||||
Canada [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Square feet of office space leased | ft² | 2,500 | 10,946 | |||||
Lease agreement, commencement date | Dec. 22, 2016 | Nov. 1, 2016 | |||||
Lease agreement, expiration date | Jun. 30, 2019 | Oct. 31, 2021 | |||||
Lease agreement extended period | Oct. 31, 2026 | ||||||
USA [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Square feet of office space leased | ft² | 6,272 | ||||||
Lease agreement, commencement date | Oct. 1, 2019 | ||||||
Finance lease liability annual payment | $ 358,000 | ||||||
Lease rent for second year | $ 366,000 | ||||||
Lease agreement, expiration date | Sep. 30, 2021 |
Lease liabilities - Schedule of
Lease liabilities - Schedule of Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Finance lease cost | ||
Amortization of right-of-use asset | $ 7 | $ 7 |
Operating lease cost | 24 | 86 |
Variable lease cost | 31 | 121 |
Total net lease cost | $ 62 | $ 214 |
Lease liabilities - Supplementa
Lease liabilities - Supplemental Cash flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Capital Leases, Net Investment in Direct Financing and Sales Type Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 50 | $ 146 |
Cash paid for amounts included in the measurement of finance lease liabilities | $ 2 | 7 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 515 |
Lease liabilities - Schedule _2
Lease liabilities - Schedule of Company's Operating and Finance Lease Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Finance lease liability | ||
December 31, 2019 | $ 2 | |
December 31, 2020 | 67 | |
December 31, 2021 | 60 | |
December 31, 2022 | 60 | |
December 31, 2023 | 59 | |
Total undiscounted lease payments | 248 | |
Less: imputed interest | (37) | |
Total lease liabilities | 211 | |
Less: current portion | (65) | $ (9) |
Non-current lease liabilities – September 30, 2019 | 146 | $ 6 |
Operating lease liability | ||
December 31, 2019 | 51 | |
December 31, 2020 | 207 | |
December 31, 2021 | 172 | |
Total undiscounted lease payments | 430 | |
Less: imputed interest | (25) | |
Total lease liabilities | 405 | |
Less: current portion | (200) | |
Non-current lease liabilities – September 30, 2019 | $ 205 |
Lease liabilities - Schedule _3
Lease liabilities - Schedule of Minimum Lease Payments under Non-cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Lessee Disclosure [Abstract] | |
2019 | $ 362 |
2020 | 336 |
2021 | 280 |
Total | $ 978 |
Stockholders' equity - Addition
Stockholders' equity - Additional Information (Detail) - USD ($) | Aug. 08, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Total number of shares authorized | 55,000,000 | 55,000,000 | ||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||
Common stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value | $ 0.000001 | $ 0.000001 | ||||
Common stock, shares issued | 28,140,243 | 28,140,243 | 23,537,368 | |||
Common stock, shares outstanding | 28,140,243 | 28,140,243 | 23,537,368 | |||
Preferred stock, shares issued | 101,927 | 101,927 | 0 | |||
Preferred stock, shares outstanding | 101,927 | 101,927 | 0 | |||
Maximum number of shares of common stock that may be issued | 4,712,447 | 4,712,447 | ||||
Shares of common stock reserved for issuance description | Additionally, the number of shares of common stock reserved for issuance under the 2014 Plan will automatically increase on January 1 of each year for a period of up to 10 years, beginning on January 1, 2015 and ending on and including January 1, 2024, by 4% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the board of directors. | |||||
Shares of common stock reserved for issuance percentage | 4.00% | |||||
Years of increase in shares of common stock reserved for issuance | 10 years | |||||
Options granted, Number of Shares | 298,000 | |||||
Common stock issued upon exercise of options | 13,104 | 13,104 | ||||
Stock-based compensation expense | $ 5,100,000 | $ 1,500,000 | $ 7,000,000 | $ 2,800,000 | ||
Unrecognized stock-based compensation cost | 8,600,000 | $ 15,400,000 | $ 8,600,000 | $ 15,400,000 | ||
Unrecognized stock-based compensation cost, weighted-average period recognized | 3 years 8 months 12 days | 3 years | ||||
Stock conversion ratio | 1 preferred stock = 100 common stock | |||||
Preferred stock, liquidation | $ 1 | |||||
Stock options granted, exercise price per share | $ 3.54 | |||||
Common stock issued upon exercise of options aggregate intrinsic value | $ 0 | |||||
Weighted average grant-date fair value of stock options | $ 2.63 | $ 2.20 | $ 2.63 | $ 6.25 | ||
Stock options outstanding weighted average remaining contractual life | 3 years 11 months 12 days | 7 years 11 months 15 days | ||||
Stock options outstanding intrinsic value | $ 3,000 | $ 3,000 | ||||
First year [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Vesting percentage | 50.00% | |||||
Second year [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Vesting percentage | 50.00% | |||||
2014 Plan | Restricted Stock Units (RSUs) [Member] | ||||||
Award expiration period | 10 years | |||||
Employees And Consultants [Member] | ||||||
Options granted, Number of Shares | 298,000 | |||||
Employees And Consultants [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Restricted shares Granted | 72,000 | |||||
Weighted average Fair value Grant | $ 3.47 | |||||
Employees [Member] | ||||||
Vesting percentage | 25.00% | |||||
Stock options, vesting period | 36 months | |||||
Employees [Member] | Inducement Grants [Member] | ||||||
Options granted, Number of Shares | 3,300,000 | |||||
Stock options granted, exercise price per share | $ 2.80 | |||||
Vesting percentage | 25.00% | |||||
Stock options, vesting period | 36 months | |||||
Weighted average grant-date fair value of stock options | $ 2.08 | |||||
Stock options outstanding weighted average remaining contractual life | 9 years 11 months 1 day | |||||
Stock options outstanding intrinsic value | $ 200,000 | $ 200,000 | ||||
Employees [Member] | 2014 Plan | ||||||
Award expiration period | 10 years | |||||
Employees [Member] | Minimum [Member] | ||||||
Stock options granted, exercise price per share | $ 2.80 | |||||
Employees [Member] | Maximum [Member] | ||||||
Stock options granted, exercise price per share | $ 3.76 | |||||
Common Stock [Member] | ||||||
Stock issued for acquisition | 4,589,771 | 4,589,771 | ||||
Common stock issued upon exercise of options | 13,104 | 13,104 | 64,938 | |||
Aquinox [Member] | Common Stock [Member] | ||||||
Stock issued for acquisition | 4,589,771 | |||||
Non-voting convertible preferred stock [Member] | ||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred stock, par value | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||
Preferred stock, shares issued | 101,927 | 101,927 | 0 | |||
Preferred stock, shares outstanding | 101,927 | 101,927 | 0 | |||
Non-voting convertible preferred stock [Member] | Aquinox [Member] | ||||||
Stock issued for acquisition | 101,927 |
Stockholders' equity - Schedule
Stockholders' equity - Schedule of Stock Option Transactions and Number of Stock Options Outstanding (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Options Outstanding, Number of Shares, beginning balance | 2,897,294 | ||
Options granted, Number of Shares | 298,000 | ||
Options exercised, Number of Shares | (13,104) | (13,104) | |
Options forfeited, Number of Shares | (278,197) | ||
Options Outstanding, Number of Shares, ending balance | 2,903,993 | 2,903,993 | 2,897,294 |
Exercisable, Number of Shares, ending balance | 2,288,581 | 2,288,581 | |
Options Outstanding, Weighted Average Exercise Price, beginning balance | $ 9.04 | ||
Options granted, Weighted Average Exercise Price | 3.54 | ||
Options exercised, Weighted Average Exercise Price | 3.07 | ||
Options forfeited, Weighted Average Exercise Price | 11.84 | ||
Options Outstanding, Weighted Average Exercise Price, ending balance | $ 8.23 | 8.23 | $ 9.04 |
Exercisable, Weighted Average Exercise Price, ending balance | $ 9.41 | $ 9.41 | |
Options Outstanding, Weighted Average Remaining Contractual Life (Years), ending balance | 3 years 11 months 12 days | 7 years 11 months 15 days | |
Exercisable, Weighted Average Remaining Contractual Life (Years), ending balance | 3 years 7 months 6 days | ||
Options Outstanding, Aggregate Intrinsic Value | $ 3 | $ 3 |
Stockholders' equity - Schedu_2
Stockholders' equity - Schedule of Weighted Average Assumptions (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Expected volatility | 90.00% | 83.00% | 90.00% | 80.00% |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Expected terms (years) | 6 years | 6 years | 6 years | 6 years |
Risk free rate | 1.44% | 2.86% | 1.44% | 2.80% |
Weighted average grant-date fair value of stock options | $ 2.63 | $ 2.20 | $ 2.63 | $ 6.25 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($)EmployeesEmployee | |
Restructuring Plan, July 2018 [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Number of positions eliminated | Employee | 30 | |
Number of positions eliminated, period percent | 53.00% | |
Restructuring charges | $ 9,390 | |
Payments for restructuring | $ 1,657 | 5,756 |
Revised estimates during the year/ period | (1,942) | 235 |
Restructuring Plan, July 2018 [Member] | One-time Employee Termination Benefits [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,881 | |
Payments for restructuring | 1,881 | |
Revised estimates during the year/ period | 2 | |
Restructuring Plan, July 2018 [Member] | Clinical Trial Closing [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 5,744 | |
Payments for restructuring | 1,579 | 2,204 |
Revised estimates during the year/ period | (1,954) | $ 41 |
Restructuring Plan, November 2018 [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Number of positions eliminated | Employees | 16 | |
Restructuring Plan, November 2018 [Member] | One-time Employee Termination Benefits [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 660 | $ 984 |
Payments for restructuring | 702 | $ 922 |
Research and Development Expenses [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring recoveries | 1,900 | |
General and Administrative Expenses [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 600 |
Restructuring - Summary of Tota
Restructuring - Summary of Total Amount Expected to Be Incurred and Liability (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Restructuring Plan, July 2018 [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Amounts accrued, Beginning balance | $ 3,634 | |
Charges for the year | $ 9,155 | |
Revised estimates during the year/ period | (1,942) | 235 |
Total restructuring costs expected to be incurred | 9,390 | |
Amounts paid during the year/ period | (1,657) | (5,756) |
Amounts accrued, Ending balance | 35 | 3,634 |
Clinical Trial Closing Costs [Member] | Restructuring Plan, July 2018 [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Amounts accrued, Beginning balance | 3,540 | |
Charges for the year | 5,703 | |
Revised estimates during the year/ period | (1,954) | 41 |
Total restructuring costs expected to be incurred | 5,744 | |
Amounts paid during the year/ period | (1,579) | (2,204) |
Amounts accrued, Ending balance | 7 | 3,540 |
One-time Employee Termination Benefits [Member] | Restructuring Plan, July 2018 [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges for the year | 1,879 | |
Revised estimates during the year/ period | 2 | |
Total restructuring costs expected to be incurred | 1,881 | |
Amounts paid during the year/ period | (1,881) | |
One-time Employee Termination Benefits [Member] | Restructuring Plan, November 2018 [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Amounts accrued, Beginning balance | 62 | |
Total restructuring costs expected to be incurred | 660 | 984 |
Amounts paid during the year/ period | (702) | (922) |
Amounts accrued, Ending balance | (9) | 62 |
Amount expected to be incurred in future periods | 11 | |
Contract Termination Costs [Member] | Restructuring Plan, July 2018 [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Amounts accrued, Beginning balance | 94 | |
Charges for the year | 1,108 | |
Revised estimates during the year/ period | 12 | 187 |
Total restructuring costs expected to be incurred | 1,295 | |
Amounts paid during the year/ period | (78) | (1,201) |
Amounts accrued, Ending balance | $ 28 | 94 |
San Bruno Office Closing Costs [Member] | Restructuring Plan, July 2018 [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges for the year | 465 | |
Revised estimates during the year/ period | 5 | |
Total restructuring costs expected to be incurred | 470 | |
Amounts paid during the year/ period | $ (470) |
Previous license and collabor_2
Previous license and collaboration agreement - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2018 | |
Agreement Terms | The license and collaboration agreement also included an upfront payment of $25.0 million and contractual milestones. | |
Revenue | $ 25,000 | $ 25,000 |
Non Refundable Up Front Payment Received | 25,000 | |
Astellas US LLC [Member] | ||
Revenue | $ 25,000 |
Other income, net - Schedule of
Other income, net - Schedule of Other Income Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Other Income and Expenses [Abstract] | ||||
Interest income | $ 392 | $ 469 | $ 1,278 | $ 1,093 |
Foreign exchange losses | 1 | (3) | (6) | (34) |
Miscellaneous expenses | (9) | (262) | (10) | (433) |
Total Other income (expenses) | $ 384 | $ 204 | $ 1,262 | $ 626 |
Net loss per common stock - Sch
Net loss per common stock - Schedule of basic and diluted net loss per common stock (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Securities excluded from computation of earnings per share | 16,468,693 | 3,357,264 | 16,468,693 | 3,357,264 |
Outstanding stock options [Member] | ||||
Securities excluded from computation of earnings per share | 6,203,993 | 3,357,264 | 6,203,993 | 3,357,264 |
Restricted stock units [Member] | ||||
Securities excluded from computation of earnings per share | 72,000 | 72,000 | ||
Common stock to be issued on conversion of convertible preferred stock [Member] | ||||
Securities excluded from computation of earnings per share | 10,192,700 | 10,192,700 |
Financial instruments - Additio
Financial instruments - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfers to/from Level 3 | $ 0 | $ 0 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of Financial instruments | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of Financial instruments | 0 | 0 |
Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of Financial instruments | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value of Financial instruments | $ 0 | $ 0 |
License and patent agreements -
License and patent agreements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
License and patent agreements [Line Items] | ||||
Cumulative net sales of licensed products | $ 25,000 | $ 25,000 | ||
Common Stock [Member] | ||||
License and patent agreements [Line Items] | ||||
Stock issued for acquisition | 4,589,771 | 4,589,771 | ||
License and Maintenance [Member] | University Of Washington [Member] | ||||
License and patent agreements [Line Items] | ||||
Shares issued for service | 536,813 | |||
Shares issued percentage | 5.00% | 5.00% | ||
License and Maintenance [Member] | University Of Washington [Member] | First Milestone Payment [Member] | ||||
License and patent agreements [Line Items] | ||||
Amount of development milestones payment | $ 900 | $ 900 | ||
License and Maintenance [Member] | University Of Washington [Member] | Second Milestone Payment [Member] | ||||
License and patent agreements [Line Items] | ||||
Amount of development milestones payment | $ 10,000 | $ 10,000 | ||
License and Maintenance [Member] | Common Stock [Member] | University Of Washington [Member] | ||||
License and patent agreements [Line Items] | ||||
Stock issued for acquisition | 188,974 | |||
License and Maintenance [Member] | Minimum [Member] | University Of Washington [Member] | ||||
License and patent agreements [Line Items] | ||||
Shares issued percentage | 5.00% | 5.00% | ||
Cumulative net sales of licensed products | $ 100,000 | |||
License and Maintenance [Member] | Maximum [Member] | University Of Washington [Member] | ||||
License and patent agreements [Line Items] | ||||
Cumulative net sales of licensed products | $ 1,000,000 | |||
Non-voting convertible preferred stock [Member] | License and Maintenance [Member] | University Of Washington [Member] | ||||
License and patent agreements [Line Items] | ||||
Stock issued for acquisition | 4,197 |
Subsequent events - Additional
Subsequent events - Additional Information (Detail) - Subsequent Event [Member] | Nov. 12, 2019shares |
Common Stock [Member] | |
Subsequent Event [Line Items] | |
Convertible Preferred Stock, Shares Issued upon Conversion | 10,192,700 |
Non-voting convertible preferred stock [Member] | |
Subsequent Event [Line Items] | |
Shares to be converted | 101,927 |