Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 07, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Neoleukin Therapeutics, Inc. | |
Trading Symbol | NLTX | |
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 | false | |
Title of 12(b) Security | Common Stock, par value $0.000001 | |
Entity Incorporation, State or Country Code | DE | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 41,749,013 | |
Entity File Number | 001-36327 | |
Entity Tax Identification Number | 98-0542593 | |
Entity Address, Address Line One | 360-1616 Eastlake Avenue East | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98102 | |
City Area Code | (206) | |
Local Phone Number | 732-2133 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed consolidated balance
Condensed consolidated balance sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 129,596 | $ 143,093 |
Other current assets | 1,401 | 503 |
Total current assets | 130,997 | 143,596 |
Property and equipment, net | 3,090 | 2,060 |
Operating lease right-of-use assets | 9,646 | 770 |
Intangible asset, net | 458 | 567 |
Other non-current assets | 1,133 | 30 |
Total assets | 145,324 | 147,023 |
Current liabilities | ||
Accounts payable and accrued liabilities | 6,014 | 4,125 |
Operating lease liabilities | 212 | 556 |
Finance lease liabilities | 94 | 62 |
Total current liabilities | 6,320 | 4,743 |
Non-current operating lease liabilities | 10,197 | 447 |
Non-current finance lease liabilities | 108 | 146 |
Total liabilities | 16,625 | 5,336 |
Stockholders’ equity | ||
Preferred stock - $0.000001 par value - authorized, 5,000,000 as of June 30, 2020 and December 31, 2019; nil issued and outstanding as of June 30, 2020 and December 31, 2019. | ||
Additional paid-in capital | 446,616 | 441,216 |
Accumulated deficit | (317,917) | (299,529) |
Total stockholders’ equity | 128,699 | 141,687 |
Total liabilities and stockholders’ equity | $ 145,324 | $ 147,023 |
Condensed Consolidated balanc_2
Condensed Consolidated balance sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 38,486,542 | 37,996,849 |
Common stock, shares outstanding | 38,486,542 | 37,996,849 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed consolidated statemen
Condensed consolidated statements of operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating expenses | ||||
Research and development | $ 4,843 | $ (1,995) | $ 10,341 | $ (1,891) |
General and administrative | 4,926 | 2,423 | 8,499 | 4,978 |
Total operating expenses | 9,769 | 428 | 18,840 | 3,087 |
Other income, net | 23 | 427 | 452 | 878 |
Net loss | $ (9,746) | $ (1) | $ (18,388) | $ (2,209) |
Net loss per common stock – basic and diluted | $ (0.20) | $ (0.37) | $ (0.09) | |
Basic and diluted weighted average number of common stock outstanding | 49,392,533 | 23,537,368 | 49,280,492 | 23,537,368 |
Condensed consolidated statem_2
Condensed consolidated statements of cash flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities | ||
Net loss | $ (18,388) | $ (2,209) |
Non-cash items: | ||
Stock-based compensation | 1,705 | 1,866 |
Depreciation and amortization | 390 | 82 |
Loss on disposal of property and equipment | 173 | |
Amortization of operating lease right-of-use assets | 531 | 52 |
Write-off of ROU asset upon lease termination | 113 | |
Unrealized foreign exchange loss (gain) | (21) | 21 |
Changes in operating assets and liabilities: | ||
Other current assets and other non-current assets | (870) | (246) |
Accounts payable and accrued liabilities | 1,230 | (3,792) |
Operating lease right-of-use assets | (169) | |
Operating lease liabilities | 72 | |
Net cash used in operating activities | (15,234) | (4,226) |
Investing activities | ||
Purchase of property and equipment | (1,079) | |
Net cash used in investing activities | (1,079) | |
Financing activities | ||
Proceeds from exercise of stock options | 3,695 | |
Payment on finance lease obligations | (4) | (4) |
Net cash provided by (used in) financing activities | 3,691 | (4) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 3 | 2 |
Net change in cash, cash equivalents and restricted cash during the period | (12,619) | (4,228) |
Cash, cash equivalents and restricted cash, beginning of period | 143,093 | 76,928 |
Cash, cash equivalents and restricted cash, end of period | 130,474 | 72,700 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Offering costs unpaid at period-end | 255 | |
Purchases of property and equipment unpaid at period-end | 405 | |
Operating lease liabilities arising from obtaining ROU asset | $ 9,614 | $ 515 |
Condensed consolidated statem_3
Condensed consolidated statements of stockholders' equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balances at Dec. 31, 2018 | $ 72,672 | $ 302,759 | $ (230,087) | |
Balances, shares at Dec. 31, 2018 | 23,537,368 | |||
Stock-based compensation | 1,078 | 1,078 | ||
Net loss | (2,208) | (2,208) | ||
Balances at Mar. 31, 2019 | 71,542 | 303,837 | (232,295) | |
Balances, shares at Mar. 31, 2019 | 23,537,368 | |||
Balances at Dec. 31, 2018 | 72,672 | 302,759 | (230,087) | |
Balances, shares at Dec. 31, 2018 | 23,537,368 | |||
Net loss | (2,209) | |||
Balances at Jun. 30, 2019 | 72,329 | 304,625 | (232,296) | |
Balances, shares at Jun. 30, 2019 | 23,537,368 | |||
Balances at Mar. 31, 2019 | 71,542 | 303,837 | (232,295) | |
Balances, shares at Mar. 31, 2019 | 23,537,368 | |||
Stock-based compensation | 788 | 788 | ||
Net loss | (1) | (1) | ||
Balances at Jun. 30, 2019 | 72,329 | 304,625 | (232,296) | |
Balances, shares at Jun. 30, 2019 | 23,537,368 | |||
Balances at Dec. 31, 2019 | 141,687 | 441,216 | (299,529) | |
Balances, shares at Dec. 31, 2019 | 37,996,849 | |||
Options exercised | 3,392 | 3,392 | ||
Options exercised, shares | 376,311 | |||
Restricted stock units vested, shares | 13,000 | |||
Stock-based compensation | 683 | 683 | ||
Net loss | (8,642) | (8,642) | ||
Balances at Mar. 31, 2020 | 137,120 | 445,291 | (308,171) | |
Balances, shares at Mar. 31, 2020 | 38,386,160 | |||
Balances at Dec. 31, 2019 | $ 141,687 | 441,216 | (299,529) | |
Balances, shares at Dec. 31, 2019 | 37,996,849 | |||
Options exercised, shares | 475,193 | |||
Net loss | $ (18,388) | |||
Balances at Jun. 30, 2020 | 128,699 | 446,616 | (317,917) | |
Balances, shares at Jun. 30, 2020 | 38,486,542 | |||
Balances at Mar. 31, 2020 | 137,120 | 445,291 | (308,171) | |
Balances, shares at Mar. 31, 2020 | 38,386,160 | |||
Options exercised | 303 | 303 | ||
Options exercised, shares | 98,882 | |||
Restricted stock units vested, shares | 1,500 | |||
Stock-based compensation | 1,022 | 1,022 | ||
Net loss | (9,746) | (9,746) | ||
Balances at Jun. 30, 2020 | $ 128,699 | $ 446,616 | $ (317,917) | |
Balances, shares at Jun. 30, 2020 | 38,486,542 |
Nature of operations
Nature of operations | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of operations | 1. Nature of operations Neoleukin Therapeutics, Inc. (“Neoleukin” or “the Company”) is a biopharmaceutical company creating next generation immunotherapies for cancer, inflammation and autoimmunity using de novo protein design technology. Neoleukin uses sophisticated computational methods to design proteins that demonstrate specific pharmaceutical properties that provide potentially superior therapeutic benefit over native proteins. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
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 for the year ended December 31, 2019, filed with the Securities and Exchange Commission on March 12, 2020. 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 June 30, 2020, 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 estimates include valuation and recognition of stock-based compensation, leases, amortization and depreciation of property, plant and equipment and intangible assets, and pre-clinical and other accruals. 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 assets, operating lease liabilities and non-current operating lease liabilities. Finance leases are recorded as finance lease right-of-use assets, finance lease liabilities and non-current finance lease liabilities. Right-of-use assets and lease liabilities are recognized on the lease commencement date based on the estimated present value of lease payments over the lease term. To determine the present value of the lease payments, the Company utilizes its estimated incremental borrowing rate based on information available at the lease commencement date as the rate implicit in the lease is not readily determinable. The right-of-use assets are recorded net of any lease incentives received. Variable lease cost primarily includes building operating expenses as charged to the Company by its landlords. For leases of office space with a lease term 12 months or less 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 components. (d) Fair value of financial instruments The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, receivables, accounts payable and other liabilities, approximate their fair values because of their nature and/or short maturities. At June 30, 2020, and December 31, 2019, the Company had $110.1 million and $40.0 million in money market funds, respectively. Money market funds are level one financial instruments as they are valued at fair value, which is the closing price reported by the fund sponsor from an actively traded exchange. (e) Earnings (loss) per share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Common stock equivalents such as outstanding stock options and unvested restricted stock units are included in the calculation of diluted earnings per share only in periods of net income. Such common stock equivalents are excluded in the calculation of diluted net loss per share in periods of net loss as inclusion of such amounts would be anti-dilutive. Outstanding pre-funded warrants of 10,925,481 are considered outstanding as of their issuance date and are included in the basic and diluted net loss per share calculation because they are fully vested and exercisable at any time for a nominal cash consideration. (f) Recently issued and recently adopted accounting standards In December 2019, the FASB issued ASU 2019-12 “Simplifying the Accounting for Income Taxes.” The objective of the standard is to improve areas of GAAP by removing certain exceptions permitted by ASC Topic 740 - Income Taxes and clarifying existing guidance to facilitate consistent application. ASU 2019-12 is effective for fiscal years and interim periods beginning after December 15, 2020. The Company is currently assessing the impact of ASU 2019-12 on its financial statements. In August 2018, FASB issued “ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The objective of the standard is to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted this standard on January 1, 2020 on a prospective basis. The adoption of this ASU did not have a material impact on the Company’s financial condition, results of operations, cash flows, and financial statement disclosures. |
Cash, cash equivalents and rest
Cash, cash equivalents and restricted cash | 6 Months Ended |
Jun. 30, 2020 | |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | |
Cash, cash equivalents and restricted cash | 3. Cash, cash equivalents and restricted cash Restricted cash, included in other assets in the condensed consolidated balance sheets, includes $0.9 million in cash deposits the Company maintains with its bank as collateral for the irrevocable letters of credits related to its lease obligations. The following table provides a reconciliation of cash, cash equivalents and restricted cash in the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands): (in thousands) June 30, 2020 December 31, 2019 Cash and cash equivalents $ 129,596 $ 143,093 Restricted cash 878 - Total cash, cash equivalents, and restricted cash $ 130,474 $ 143,093 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | 4. Leases The Company enters into lease arrangements for its facilities as well as certain equipment, classified either as operating or finance leases. During the six months ended June 30, 2020, the Company entered into a new lease agreement for approximately 33,300 square feet of office space in Seattle, Washington, for the Company’s future principal executive offices, a laboratory for research and development and related uses (the “New Seattle Lease”). The lease commenced on January 15, 2020 and rent obligations are scheduled to commence on December 1, 2020. The lease expires on December 1, 2028, with the option to extend the lease for two five-year terms. The lease provides for a tenant improvement allowance of $8.0 million, which is included in the base rent, and an optional additional tenant improvement allowance with a maximum amount of $1.5 million, which will result, if elected, in additional rent amortized over the term of the lease. As of June 30, 2020, there was a tenant improvement allowance receivable of $0.2 million recorded in other current assets related to build-out costs incurred by the Company which are reimbursable by the landlord. 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. In January 2020, the Company issued an irrevocable letter of credit in the amount of $0.5 million for the security deposit in accordance with the terms of the lease. The Company has a lease agreement for 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. Under the original terms of the agreement, the lease was to expire on October 31, 2021, unless terminated earlier. In June 2020, the Company executed an amendment to this lease pursuant to which the Company has the option to terminate the lease at any point subsequent to November 1, 2020 with 45 days advance written notice. The Company determined that it is not reasonably certain to not exercise this termination option after December 15, 2020. As a result, the Company accounted for the amendment as a modification to reduce the existing lease term and recorded a reduction to the lease liability and related right-of-use asset of $0.3 million. The Company has a lease agreement for approximately 10,946 square feet of office space in Vancouver, Canada, which commenced on November 1, 2016 and expires October 31, 2021, with the option to extend the lease to October 31, 2026. In addition to the basic rent, the Company is obligated to pay for taxes, operating costs, utilities and other amounts. On June 30, 2020, the Company entered into a Lease Amendment Agreement. Under the amended agreement, the lease term expired on June 30, 2020, and the Company paid an early termination fee of $0.5 million. The Company accounted for the lease amendment as a lease termination which resulted in an extinguishment of the lease liability and the write-off of the related right-of-use asset. After incurring additional expenses included in the termination fee, the Company recognized a loss of $0.3 million on the termination of the lease, which was recorded in general and administrative expenses and As of June 30, 2020, and December 31, 2019, the Company’s operating lease right-of-use assets were $9.6 million and $0.8 million, respectively. As of June 30, 2020, and December 31, 2019, the Company’s finance lease right-of-use assets were $0.3 million and $0.3 million, respectively. |
Stock-based compensation
Stock-based compensation | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based compensation | 5. Stock-based compensation Stock-based compensation expense is classified in the condensed consolidated statement of operations as follows: (in thousands) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2020 2019 2020 2019 Research and development expenses $ 346 $ - $ 629 $ 80 General and administrative expenses 676 788 1,076 1,786 Total stock-based compensation expense $ 1,022 $ 788 $ 1,705 $ 1,866 Total unrecognized compensation cost for all stock-based compensation plans was $12.6 million as of June 30, 2020. This cost is expected to be recognized over a weighted average remaining vesting period of 3.06 years. The fair values of stock options granted are estimated using the Black-Scholes option pricing model with the following weighted average assumptions: THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2020 2019 2020 2019 Expected volatility 93.61 % NA 92.09 % NA Expected dividends 0 % NA 0 % NA Expected terms (years) 5.82 NA 5.91 NA Risk free rate 0.41 % NA 0.56 % NA (a) Stock options A summary of the Company’s stock option activity and related information for the six months ended June 30, 2020 is as follows: NUMBER OF SHARES WEIGHTED AVERAGE EXERCISE PRICE WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (IN YEARS) AGGREGATE INTRINSIC VALUE (IN THOUSANDS) Outstanding at December 31, 2019 5,840,538 $ 5.11 7.72 $ 45,037 Options granted 711,700 10.58 Options exercised (475,193 ) 7.79 Options forfeited (463,708 ) 15.83 Outstanding at June 30, 2020 5,613,337 $ 4.69 8.65 $ 66,953 Exercisable as of June 30, 2020 983,334 $ 7.66 5.76 $ 8,861 During the six months ended June 30, 2020, the Company granted stock options to purchase 536,700 shares of common stock to employees and 175,000 shares to non-employee directors. The stock options granted to employees have an exercise price per share ranging from $6.44 to $13.58. The stock options granted to non-employee directors during the six months ended June 30, 2020 have an exercise price per share ranging from $12.84 and $13.58. (b) Restricted stock units A summary of the Company’s restricted stock unit activity and related information for the six months ended June 30, 2020 is as follows: NUMBER OF SHARES WEIGHTED AVERAGE GRANT DATE FAIR VALUE Non-vested at December 31, 2019 72,000 $ 3.47 Restricted stock units granted 75,000 6.44 Restricted stock units vested (14,500 ) 3.47 Restricted stock units forfeited (1,500 ) 3.47 Non-vested at June 30, 2020 131,000 $ 5.17 During the six months ended June 30, 2020, the Company granted 75,000 restricted stock units to employees with a grant date fair value per share of $6.44. (c) Employee stock purchase plan The Company’s 2020 Employee Stock Purchase Plan (“2020 ESPP”) was adopted by the Company’s Board of Directors in March 2020 and approved by the Company’s stockholders in May 2020. A total of 759,936 shares of common stock have been reserved for issuance under the 2020 ESPP. Subject to share and dollar limits as described in the plan, the 2020 ESPP allows eligible employees to contribute, through payroll deductions, up to 15% of their earnings for the purchase of the Company’s shares of common stock at the lower of 85% of the closing price of the Company’s common stock on the first trading day of the offering period or 85% of the closing price of the Company’s common stock on the last trading day of the offering period. There are two six-month offering periods during each fiscal year, ending on May 15 and November 15. The first offering period commenced on May 16, 2020. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | 6. 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. In 2018 and 2019, the Company incurred and paid aggregate restructuring charges of $7.4 million related to clinical trial closing costs, contract cancellations, closing of its office in San Bruno, California, severance payments and other employee-related costs. 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. There were no amounts accrued as of June 30, 2020 or December 31, 2019. On November 6, 2018, the Company’s Board of Directors approved an additional restructuring plan to further reduce operating costs. In 2019, the Company incurred and paid aggregate restructuring charges of $1.6 million related to severance payments and other employee-related costs. There were no amounts accrued as of June 30, 2020. For the three and six months ended June 30, 2020, the Company incurred and paid an immaterial amount of restructuring charges. For the three months ended June 30, 2019, restructuring recoveries of $2.0 million were recorded in research and development expenses and restructuring costs of $0.2 million in general and administrative expenses. For the six months ended June 30, 2019, restructuring recoveries of $1.9 million were recorded in research and development expenses and restructuring costs of $0.4 million in general and administrative expenses. |
Earnings (loss) per share
Earnings (loss) per share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per share | 7. Earnings (loss) per share The Company excluded the following potentially dilutive shares from diluted net loss per share as the effect would have been anti-dilutive for all periods presented: THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2020 2019 2020 2019 Outstanding stock options 5,613,337 2,631,097 5,613,337 2,631,097 Restricted stock units 131,000 - 131,000 - Shares issuable under 2020 ESPP 18,011 - 18,011 - 5,762,348 2,631,097 5,762,348 2,631,097 |
401(k) plan
401(k) plan | 6 Months Ended |
Jun. 30, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
401(k) plan | 8. 401(k) plan In May 2020, the Company established a 401(k) plan that allows full-time employees to contribute a portion of their salary, subject to statutory limits. The Company makes matching cash contributions up to a pre-defined annual maximum contribution per employee per year. During the three and six months ended June 30, 2020, the Company’s total expense for the matching contributions was immaterial. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent events | 9. Subsequent events On July 7, 2020, the Company completed an underwritten public offering of 3,262,471 shares of its common stock at a price of $15.25 per share and pre-funded warrants to purchase 1,737,529 shares of its common stock at a price of $15.249999 per pre-funded warrant. The pre-funded warrants can be exercised at any time after issuance for an exercise price of $0.000001 per share. The aggregate net proceeds received by the Company from the offering, net of underwriting discounts and commissions and offering costs of approximately $4.9 million, were $71.4 million On July 31, 2020, the Company sold all issued and outstanding capital stock of its Canadian subsidiary, Aquinox Pharmaceuticals (Canada) Inc. (“Aquinox Canada”) to an unrelated third party for cash consideration of $8.2 million. On June 30, 2020, substantially all Aquinox Canada’s remaining property and equipment was disposed of and the lease of Aquinox Canada’s office in Vancouver, Canada, was terminated (see Note 4). As of the date of sale, Aquinox Canada’s main remaining asset was intellectual property, which had no book value. The sale of Aquinox Canada will trigger a significant capital loss carryforward for tax purposes. However, the deferred tax asset related to the capital loss carryforward will be subject to a full valuation allowance as the Company has determined that it is more likely than not that the benefit of the loss will not be realized. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 for the year ended December 31, 2019, filed with the Securities and Exchange Commission on March 12, 2020. 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 June 30, 2020, 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 estimates include valuation and recognition of stock-based compensation, leases, amortization and depreciation of property, plant and equipment and intangible assets, and pre-clinical and other accruals. 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 assets, operating lease liabilities and non-current operating lease liabilities. Finance leases are recorded as finance lease right-of-use assets, finance lease liabilities and non-current finance lease liabilities. Right-of-use assets and lease liabilities are recognized on the lease commencement date based on the estimated present value of lease payments over the lease term. To determine the present value of the lease payments, the Company utilizes its estimated incremental borrowing rate based on information available at the lease commencement date as the rate implicit in the lease is not readily determinable. The right-of-use assets are recorded net of any lease incentives received. Variable lease cost primarily includes building operating expenses as charged to the Company by its landlords. For leases of office space with a lease term 12 months or less 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 components. |
Fair value of financial instruments | (d) Fair value of financial instruments The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, receivables, accounts payable and other liabilities, approximate their fair values because of their nature and/or short maturities. At June 30, 2020, and December 31, 2019, the Company had $110.1 million and $40.0 million in money market funds, respectively. Money market funds are level one financial instruments as they are valued at fair value, which is the closing price reported by the fund sponsor from an actively traded exchange. |
Earnings (loss) per share | (e) Earnings (loss) per share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period, without consideration for common stock equivalents. Common stock equivalents such as outstanding stock options and unvested restricted stock units are included in the calculation of diluted earnings per share only in periods of net income. Such common stock equivalents are excluded in the calculation of diluted net loss per share in periods of net loss as inclusion of such amounts would be anti-dilutive. Outstanding pre-funded warrants of 10,925,481 are considered outstanding as of their issuance date and are included in the basic and diluted net loss per share calculation because they are fully vested and exercisable at any time for a nominal cash consideration. |
Recently issued and recently adopted accounting standards | (f) Recently issued and recently adopted accounting standards In December 2019, the FASB issued ASU 2019-12 “Simplifying the Accounting for Income Taxes.” The objective of the standard is to improve areas of GAAP by removing certain exceptions permitted by ASC Topic 740 - Income Taxes and clarifying existing guidance to facilitate consistent application. ASU 2019-12 is effective for fiscal years and interim periods beginning after December 15, 2020. The Company is currently assessing the impact of ASU 2019-12 on its financial statements. In August 2018, FASB issued “ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The objective of the standard is to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted this standard on January 1, 2020 on a prospective basis. The adoption of this ASU did not have a material impact on the Company’s financial condition, results of operations, cash flows, and financial statement disclosures. |
Cash, cash equivalents and re_2
Cash, cash equivalents and restricted cash (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | |
Schedule of cash, cash equivalents, and restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash in the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands): (in thousands) June 30, 2020 December 31, 2019 Cash and cash equivalents $ 129,596 $ 143,093 Restricted cash 878 - Total cash, cash equivalents, and restricted cash $ 130,474 $ 143,093 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock-based Compensation Expense | Stock-based compensation expense is classified in the condensed consolidated statement of operations as follows: (in thousands) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2020 2019 2020 2019 Research and development expenses $ 346 $ - $ 629 $ 80 General and administrative expenses 676 788 1,076 1,786 Total stock-based compensation expense $ 1,022 $ 788 $ 1,705 $ 1,866 |
Schedule of Weighted Average Assumptions | The fair values of stock options granted are estimated using the Black-Scholes option pricing model with the following weighted average assumptions: THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2020 2019 2020 2019 Expected volatility 93.61 % NA 92.09 % NA Expected dividends 0 % NA 0 % NA Expected terms (years) 5.82 NA 5.91 NA Risk free rate 0.41 % NA 0.56 % NA |
Schedule of Stock Options Activity | A summary of the Company’s stock option activity and related information for the six months ended June 30, 2020 is as follows: NUMBER OF SHARES WEIGHTED AVERAGE EXERCISE PRICE WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (IN YEARS) AGGREGATE INTRINSIC VALUE (IN THOUSANDS) Outstanding at December 31, 2019 5,840,538 $ 5.11 7.72 $ 45,037 Options granted 711,700 10.58 Options exercised (475,193 ) 7.79 Options forfeited (463,708 ) 15.83 Outstanding at June 30, 2020 5,613,337 $ 4.69 8.65 $ 66,953 Exercisable as of June 30, 2020 983,334 $ 7.66 5.76 $ 8,861 |
Summary of Nonvested Restricted Stock Unit Activity | A summary of the Company’s restricted stock unit activity and related information for the six months ended June 30, 2020 is as follows: NUMBER OF SHARES WEIGHTED AVERAGE GRANT DATE FAIR VALUE Non-vested at December 31, 2019 72,000 $ 3.47 Restricted stock units granted 75,000 6.44 Restricted stock units vested (14,500 ) 3.47 Restricted stock units forfeited (1,500 ) 3.47 Non-vested at June 30, 2020 131,000 $ 5.17 |
Earnings (loss) per share (Tabl
Earnings (loss) per share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially dilutive shares from diluted net loss per share | The Company excluded the following potentially dilutive shares from diluted net loss per share as the effect would have been anti-dilutive for all periods presented: THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2020 2019 2020 2019 Outstanding stock options 5,613,337 2,631,097 5,613,337 2,631,097 Restricted stock units 131,000 - 131,000 - Shares issuable under 2020 ESPP 18,011 - 18,011 - 5,762,348 2,631,097 5,762,348 2,631,097 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Money market funds at fair value | $ 110,100 | $ 40,000 |
Class of warrant or right, outstanding | 10,925,481 |
Cash, cash equivalents and re_3
Cash, cash equivalents and restricted cash - Additional Information (Detail) $ in Millions | Jun. 30, 2020USD ($) |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | |
Cash deposit | $ 0.9 |
Cash, cash equivalents and re_4
Cash, cash equivalents and restricted cash - Schedule of cash, cash equivalents, and restricted cash (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 129,596 | $ 143,093 | ||
Restricted cash | 878 | |||
Total cash, cash equivalents, and restricted cash | $ 130,474 | $ 143,093 | $ 72,700 | $ 76,928 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020USD ($)ft²Option | Dec. 31, 2019USD ($) | |
Lessee Lease Description [Line Items] | ||
Square feet of office space leased | ft² | 33,300 | |
Tenant improvements | $ 8,000 | |
Additional tenant improvements | 1,500 | |
Cash deposit | 900 | |
Tenant improvement allowance receivable reimbursable by the landlord | 200 | |
Termination fees for lease termination | 500 | |
Operating lease right of use asset | 300 | |
Leasehold improvements, gross | 200 | |
Operating lease right-of-use assets | 9,646 | $ 770 |
Finance lease right-of-use assets | 300 | $ 300 |
Irrevocable Letters of Credit [Member] | ||
Lessee Lease Description [Line Items] | ||
Cash deposit | $ 500 | |
USA [Member] | ||
Lessee Lease Description [Line Items] | ||
Lease agreement, commencement date | Jan. 15, 2020 | |
Lease agreement, expiration date | Dec. 1, 2028 | |
Number of option to extend leases | Option | 2 | |
Lease agreement option to extend lease term | five-year | |
Washington [Member] | ||
Lessee Lease Description [Line Items] | ||
Square feet of office space leased | ft² | 6,272 | |
Lease agreement, expiration date | Oct. 31, 2021 | |
Amortization of right-of-use assets | $ 300 | |
Reduction in lease obligation | $ 300 | |
Canada [Member] | ||
Lessee Lease Description [Line Items] | ||
Square feet of office space leased | ft² | 10,946 | |
Lease agreement, commencement date | Nov. 1, 2016 | |
Lease agreement, expiration date | Oct. 31, 2021 | |
Lease agreement extended period | Oct. 31, 2026 |
Stock-based compensation - Summ
Stock-based compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Total stock-based compensation expense | $ 1,022 | $ 788 | $ 1,705 | $ 1,866 |
Research and Development Expense [Member] | ||||
Total stock-based compensation expense | 346 | 629 | 80 | |
General and Administrative Expense [Member] | ||||
Total stock-based compensation expense | $ 676 | $ 788 | $ 1,076 | $ 1,786 |
Stock-based compensation - Addi
Stock-based compensation - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2020USD ($)Offering$ / sharesshares | |
Unrecognized stock-based compensation cost | $ | $ 12,600 |
Unrecognized stock-based compensation cost, weighted-average period recognized | 3 years 21 days |
Options granted, Number of Shares | shares | 711,700 |
Options granted, Weighted Average Exercise Price | $ 10.58 |
Common stock shares reserved for issuance under employee stock purchase plan | shares | 759,936 |
Employee stock ownership plan (ESOP), plan description | eligible employees to contribute, through payroll deductions, up to 15% of their earnings for the purchase of the Company’s shares of common stock at the lower of 85% of the closing price of the Company’s common stock on the first trading day of the offering period or 85% of the closing price of the Company’s common stock on the last trading day of the offering period |
employee stock purchase plan number of offering per year | Offering | 2 |
employee stock purchase plan offering commencement date | May 16, 2020 |
Restricted Stock Units (RSUs) [Member] | |
Restricted shares Granted | shares | 75,000 |
Restricted stock units granted, Weighted Average Grant Date Fair Value | $ 6.44 |
Employee Director [Member] | |
Options granted, Number of Shares | shares | 536,700 |
Employee Director [Member] | Restricted Stock Units (RSUs) [Member] | |
Restricted shares Granted | shares | 75,000 |
Restricted stock units granted, Weighted Average Grant Date Fair Value | $ 6.44 |
Employee Director [Member] | Minimum [Member] | |
Options granted, Weighted Average Exercise Price | 6.44 |
Employee Director [Member] | Maximum [Member] | |
Options granted, Weighted Average Exercise Price | $ 13.58 |
Non employee directors [Member] | |
Options granted, Number of Shares | shares | 175,000 |
Non employee directors [Member] | Minimum [Member] | |
Options granted, Weighted Average Exercise Price | $ 12.84 |
Non employee directors [Member] | Maximum [Member] | |
Options granted, Weighted Average Exercise Price | $ 13.58 |
Stock-based compensation - Sche
Stock-based compensation - Schedule of Weighted Average Assumptions (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected volatility | 93.61% | 92.09% |
Expected dividends | 0.00% | 0.00% |
Expected terms (years) | 5 years 9 months 25 days | 5 years 10 months 28 days |
Risk free rate | 0.41% | 0.56% |
Stock-based compensation - Sc_2
Stock-based compensation - Schedule of Stock Options Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options Outstanding, Number of Shares, beginning balance | shares | 5,840,538 | |
Options granted, Number of Shares | shares | 711,700 | |
Options exercised, Number of Shares | shares | (475,193) | |
Options forfeited, Number of Shares | shares | (463,708) | |
Options Outstanding, Number of Shares, ending balance | shares | 5,613,337 | 5,840,538 |
Exercisable, Number of Shares, ending balance | shares | 983,334 | |
Options Outstanding, Weighted Average Exercise Price, beginning balance | $ / shares | $ 5.11 | |
Options granted, Weighted Average Exercise Price | $ / shares | 10.58 | |
Options exercised, Weighted Average Exercise Price | $ / shares | 7.79 | |
Options forfeited, Weighted Average Exercise Price | $ / shares | 15.83 | |
Options Outstanding, Weighted Average Exercise Price, ending balance | $ / shares | 4.69 | $ 5.11 |
Options Exercisable, Weighted Average Exercise Price, ending balance | $ / shares | $ 7.66 | |
Weighted average remaining contractual life, options outstanding | 8 years 7 months 24 days | 7 years 8 months 19 days |
Weighted average remaining contractual life, options exercisable | 5 years 9 months 3 days | |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 66,953 | $ 45,037 |
Exercisable, Aggregate Intrinsic Value | $ | $ 8,861 |
Stock-based compensation - Su_2
Stock-based compensation - Summary of Nonvested Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Restricted stock units, Number of Shares, beginning balance | shares | 72,000 |
Restricted stock units granted, Number of Shares | shares | 75,000 |
Restricted stock units vested, Number of Shares | shares | (14,500) |
Restricted stock units forfeited, Number of Shares | shares | (1,500) |
Restricted stock units, Number of Shares, ending balance | shares | 131,000 |
Restricted stock units, Weighted Average Grant Date Fair Value, beginning balance | $ / shares | $ 3.47 |
Restricted stock units granted, weighted average grant date fair value (per share) | $ / shares | 6.44 |
Restricted stock units vested, weighted average grant date fair value (per share) | $ / shares | 3.47 |
Restricted stock units forfeited, weighted average grant date fair value (per share) | $ / shares | 3.47 |
Restricted stock units, Weighted Average Grant Date Fair Value, ending balance | $ / shares | $ 5.17 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Research and Development Expense [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring charges | $ 2,000,000 | $ 1,900,000 | ||
General and Administrative Expense [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring charges | $ 200,000 | 400,000 | ||
Restructuring Plan, July 2018 [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring charges incurred | $ 7,400 | |||
Revised estimates during the year/ period | $ 2,000 | |||
Amounts accrued | 0 | $ 0 | ||
Restructuring Plan, November 6, 2018 [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring charges incurred | $ 1,600 | |||
Amounts accrued | $ 0 |
Earnings (loss) per share - Sch
Earnings (loss) per share - Schedule of basic and diluted net loss per common stock (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Securities excluded from computation of earnings per share | 5,762,348 | 2,631,097 | 5,762,348 | 2,631,097 |
Outstanding stock options [Member] | ||||
Securities excluded from computation of earnings per share | 5,613,337 | 2,631,097 | 5,613,337 | 2,631,097 |
Restricted stock units [Member] | ||||
Securities excluded from computation of earnings per share | 131,000 | 131,000 | ||
Shares issuable under 2020 ESPP [Member] | ||||
Securities excluded from computation of earnings per share | 18,011 | 18,011 |
Subsequent events - Additional
Subsequent events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 31, 2020 | Jul. 07, 2020 | Jun. 30, 2020 |
Subsequent Event [Line Items] | |||
Offering costs unpaid at period-end | $ 255 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Offering costs unpaid at period-end | $ 4,900 | ||
Proceeds from offering, net of underwriting discounts and commissions | $ 71,400 | ||
Subsequent Event | Acqinox Pharmaceuticals [Member] | |||
Subsequent Event [Line Items] | |||
Consideration from sale of assets | $ 8,200 | ||
Underwritten Public Offering [Member] | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock shares issued | 3,262,471 | ||
Common stock shares issued, price per share | $ 15.25 | ||
Prefunded Warrants [Member] | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Warrant to purchase common stock | 1,737,529 | ||
Warrant to purchase common stock, exercise price per share | $ 15.249999 | ||
Warrant to purchase common stock after issuance, exercise price per share | $ 0.000001 |