Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 22, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36327 | ||
Entity Registrant Name | Neoleukin Therapeutics, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 98-0542593 | ||
Entity Address, Address Line One | 188 East Blaine Street, Suite 450 | ||
Entity Address, City or Town | Seattle | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98102 | ||
City Area Code | 866 | ||
Local Phone Number | 245-0312 | ||
Title of 12(b) Security | Common Stock, par value $0.000001 | ||
Trading Symbol | NLTX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 546 | ||
Entity Common Stock, Shares Outstanding | 42,326,033 | ||
Documents Incorporated by Reference | Part III incorporates information by reference from the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, in connection with the registrant’s 2021 Annual Meeting of Stockholders (the “ 2021 Proxy Statement ”). | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001404644 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 192,556 | $ 143,093 |
Other current assets | 1,966 | 503 |
Total current assets | 194,522 | 143,596 |
Property and equipment, net | 3,570 | 2,060 |
Operating lease right-of-use asset | 10,154 | 770 |
Intangible asset, net | 347 | 567 |
Other non-current assets | 1,926 | 30 |
Total assets | 210,519 | 147,023 |
Current liabilities | ||
Accounts payable and other liabilities | 7,181 | 4,125 |
Operating lease liability | 659 | 556 |
Finance lease liability | 49 | 62 |
Total current liabilities | 7,889 | 4,743 |
Non-current operating lease liability | 11,306 | 447 |
Non-current finance lease liability | 108 | 146 |
Total liabilities | 19,303 | 5,336 |
Stockholders’ equity | ||
Common stock, $0.000001 par value per share; 100,000,000 shares authorized at December 31, 2020 and 2019; 42,196,296 and 37,996,849 issued and outstanding at December 31, 2020 and 2019, respectively | 0 | 0 |
Preferred stock, $0.000001 par value per share; 5,000,000 authorized at December 31, 2020 and 2019; 0 issued and outstanding at December 31, 2020 and 2019 | 0 | 0 |
Additional paid-in capital | 524,022 | 441,216 |
Accumulated deficit | (332,806) | (299,529) |
Total stockholders’ equity | 191,216 | 141,687 |
Total liabilities and stockholders’ equity | $ 210,519 | $ 147,023 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 42,196,296 | 37,996,849 |
Common stock, shares outstanding (in shares) | 42,196,296 | 37,996,849 |
Preferred stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating loss | ||
Research and development | $ 24,344 | $ 4,417 |
Acquired in-process research and development | 0 | 47,716 |
General and administrative | 17,210 | 18,826 |
Gain on sale of Aquinox Canada | (7,826) | 0 |
Total operating loss | 33,728 | 70,959 |
Other income, net | 451 | 1,517 |
Net loss | $ (33,277) | $ (69,442) |
Net loss per common stock - basic and diluted (in dollars per share) | $ (0.64) | $ (2.57) |
Basic and diluted weighted average number of common stock outstanding (in shares) | 51,825,022 | 27,030,355 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | ||
Net loss | $ (33,277) | $ (69,442) |
Adjustments to reconcile net loss used in operating activities: | ||
Stock-based compensation | 5,622 | 7,683 |
Acquired in-process research & development | 0 | 47,716 |
Depreciation and amortization | 785 | 340 |
Loss on disposal of property and equipment | 180 | 5 |
Amortization of right-of-use asset | 1,036 | 188 |
Write-off of right-of-use asset upon lease termination | 113 | 0 |
Unrealized foreign exchange loss and others | 0 | 70 |
Changes in operating assets and liabilities: | ||
Other current assets and non-current assets | (2,481) | 290 |
Accounts payable and accrued liabilities | 3,018 | (2,007) |
Operating lease right-of-use assets | (169) | 0 |
Operating lease liabilities | 598 | (237) |
Net cash used in operating activities | (24,575) | (15,394) |
Investing activities | ||
Acquisition of Neoleukin Therapeutics, Inc., net of cash acquired | 0 | 191 |
Purchase of property and equipment | (2,219) | (879) |
Net cash used in investing activities | (2,219) | (688) |
Financing activities | ||
Proceeds from public offering of common stock and pre-funded warrants, net of commissions of $4,575 and $5,173 in 2020 and 2019, respectively. | 71,675 | 81,043 |
Payment of offering costs | (355) | (352) |
Proceeds from exercise of stock options | 5,665 | 1,555 |
Proceeds from issuance of common stock under Employee Stock Purchase Plan | 199 | 0 |
Payment on finance lease obligations | (49) | (9) |
Net cash provided by financing activities | 77,135 | 82,237 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 0 | 10 |
Net change in cash, cash equivalents, and restricted cash during the year | 50,341 | 66,165 |
Cash, cash equivalents, and restricted cash at beginning of year | 143,093 | 76,928 |
Cash, cash equivalents, and restricted cash at end of year | 193,434 | 143,093 |
Non-cash investing and financing activities: | ||
Other current assets acquired through the issuance of common stock | 0 | 560 |
Property, equipment and intangibles acquired through the issuance of common stock | 0 | 1,693 |
Accounts payable, finance lease and other liabilities assumed through the issuance of common stock | 0 | (1,673) |
Operating lease liabilities arising from obtaining right-of-use asset | 10,364 | 1,182 |
Purchase of property and equipment unpaid at period end | $ 36 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Non-Voting Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalNon-Voting Convertible Preferred Stock | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 23,537,368 | |||||
Beginning balance at Dec. 31, 2018 | $ 72,672 | $ 302,759 | $ (230,087) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock and convertible preferred stock for Former Neoleukin common stock (in shares) | 102,000 | 4,589,771 | ||||
Issuance of common stock and convertible preferred stock for Former Neoleukin common stock | 15,055 | $ 33,432 | 15,055 | $ 33,432 | ||
Conversion of convertible preferred stock into common shares (in shares) | (102,000) | 10,192,700 | ||||
Issuance of common stock, net of discounts, commissions and offering expenses (in shares) | 10,263,750 | |||||
Issuance of common stock, net of discounts, commissions and offering expenses | 80,691 | 80,691 | ||||
Issuance of common stock to University of Washington (in shares) | 12,647 | |||||
Issuance of common stock to University of Washington | 41 | 41 | ||||
Conversion of common stock to pre-funded warrants (in shares) | (10,925,481) | |||||
Options exercised (in shares) | 326,094 | |||||
Options exercised | 1,555 | 1,555 | ||||
Stock-based compensation | 7,683 | 7,683 | ||||
Net loss | (69,442) | (69,442) | ||||
Ending balance (in shares) at Dec. 31, 2019 | 37,996,849 | |||||
Ending balance at Dec. 31, 2019 | 141,687 | 441,216 | (299,529) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock, net of discounts, commissions and offering expenses (in shares) | 3,262,471 | |||||
Issuance of common stock, net of discounts, commissions and offering expenses | $ 71,320 | 71,320 | ||||
Options exercised (in shares) | 882,624 | 882,624 | ||||
Options exercised | $ 5,665 | 5,665 | ||||
Restricted stock units vested (in shares) | 36,000 | |||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 18,352 | 18,352 | ||||
Issuance of common stock under Employee Stock Purchase Plan | $ 199 | 199 | ||||
Stock-based compensation | 5,622 | 5,622 | ||||
Net loss | (33,277) | (33,277) | ||||
Ending balance (in shares) at Dec. 31, 2020 | 42,196,296 | |||||
Ending balance at Dec. 31, 2020 | $ 191,216 | $ 524,022 | $ (332,806) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | ||
Commissions on public offering | $ 4,575 | $ 5,173 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Discounts, commissions and offering expenses | $ 4,930 | $ 5,525 |
Nature of operations
Nature of operations | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of operations | 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. The Company’s lead product candidate, NL-201, is a combined IL-2 and IL-15 agonist designed to eliminate alpha receptor binding. |
Basis of presentation and summa
Basis of presentation and summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation and summary of significant accounting policies | Basis of presentation and summary of significant accounting policies (a) Basis of presentation The accompanying 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”). The financial results are presented on a consolidated basis. All intercompany transactions are eliminated on consolidation. In July 2020, the Company sold all of the issued and outstanding capital stock of Aquinox Pharmaceuticals (Canada) (“Aquinox Canada”) to an unrelated third party, as further described in Note 16, Sale of Aquinox Canada . On December 31, 2020, Neoleukin Corporation, the Company's wholly owned subsidiary, was merged into the Company. As a result, the Company consists of a single operating company without any subsidiaries at December 31, 2020. (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, the incremental borrowing rate utilized in the measurement of operating and finance lease liabilities, amortization and depreciation of property, plant and equipment and intangible assets, and pre-clinical, clinical, and other accruals. Actual results could differ from those estimates. (c) Reclassification The Company reclassified amounts related to prior year amortization of operating lease right-of-use assets, loss on disposal of property and equipment, changes in operating lease liabilities, and payment of offering costs in the consolidated statements of cash flows to conform to current year presentation. This reclassification had no effect on cash used in operating activities or cash provided by financing activities. (d) Leases At contract inception, the Company determines if the contract is or contains a lease. 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 interest rate implicit in the lease is typically not readily determinable. The related 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. We include options to extend the lease in our lease liability and right-of-use asset when it is reasonably certain that we will exercise that option. None of our options to extend the rental term of any existing leases were considered reasonably certain as of December 31, 2020. For leases of office space, the Company has elected to not separate the lease components from the non-lease components. For leases of office space with a lease term of 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. (e) Cash, cash equivalents, and restricted cash All highly liquid investments with maturities of three months or less at the date of acquisition are considered to be cash equivalents. Restricted cash, included in Other non-current assets in the consolidated balance sheets, includes 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 reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2020 2019 Cash and cash equivalents $ 192,556 $ 143,093 Restricted cash 878 — Total cash, cash equivalents, and restricted cash $ 193,434 $ 143,093 (f) Property and equipment Property and equipment are recorded at cost and are amortized using the straight-line basis over a range of three The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on management’s assessment there were no indicators of impairment of property and equipment as at December 31, 2020 and 2019. (g) 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 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 as of December 31, 2020 of 12,663,010 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. (h) Asset acquisitions/Intangible assets At the time of acquisition, the Company determines if a transaction should be accounted for as a business combination or acquisition of assets. 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 research and development assets are expensed if management determines that the assets do not have an alternative future use. Other long-lived intangible assets are recorded at the acquired cost and amortized using the straight-line method over their estimated useful life. 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. (i) Income taxes The Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the differences between events that have been recognized in the Company’s consolidated financial statements and the tax bases of assets and liabilities recognized at enacted tax rates. In estimating future tax consequences, Accounting Standards Codification ("ASC") 740 generally considers all expected future events other than enactments of and changes in the tax law or rates. The measurement of deferred tax assets is reduced, if necessary, by the extent of the valuation allowance. We will establish a valuation allowance for deferred tax assets if it is more likely than not that these items will expire before we are able to realize their benefits or that future deductibility is uncertain. Investment tax credits relating to scientific research and experimental development are accounted for as a reduction in operating expenses. They are recorded in the period when there is reasonable assurance the credits will be realized. If investment tax credit amounts subsequently received are less or more than originally recorded, the difference is treated as a change in estimate. (j) Research and development costs Research and development costs are charged to expense as incurred and include items such as: employee related expenses, including salaries and benefits, expenses incurred under agreements with contract research organizations that conduct clinical trials and preclinical studies, the cost of acquiring, developing and manufacturing clinical trial materials, facilities, and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, and other supplies and costs associated with clinical trials, preclinical activities, and regulatory operations. Restructuring costs associated with the termination of research and development programs and related employees are included in research and development costs. Development costs are expensed in the period incurred unless management believes a development project meets generally accepted accounting criteria for deferral and amortization. No product development expenditures have been deferred to date. The Company records costs for certain development activities based on management’s evaluation of the progress to completion of specific tasks or information provided to the Company by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued expense. (k) Accounting for stock-based compensation 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 is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures as they occur. We utilize newly issued shares to satisfy option exercises. The Company estimates the fair value of options using the Black-Scholes option pricing model on the grant date. This approximation uses assumptions regarding a number of inputs that requires management to make significant estimates and judgments. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the Company has based its expected term for awards issued to employees on the simplified method, which represents the average period from vesting to the expiration of the stock option. In addition, the Company does not have sufficient trading history for the Company’s common stock, and therefore, the expected stock price volatility for the Company’s common stock was estimated by taking the average historical price volatility for industry peers. The Company has never declared or paid any cash dividends to common stockholders and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. The risk-free interest rate was based on the yields of treasury securities with maturities similar to the expected term of the options for each option group. The fair value of each RSU is measured using the closing price of the Company’s common stock on the date of grant. (l) Restructuring costs 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 termination benefits shall be measured initially at the communication date based on the fair value of the liability as of the termination date and recognized ratably over the future service period. 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. (m) Segment reporting The Company operates in one segment, the research and development of de novo protein therapeutics using sophisticated computational algorithms and methods to address unmet medical needs. Our primary areas of focus are in oncology, inflammation, and autoimmunity. The Company’s operations and its assets are held in the United States. (n) Fair value of 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. At December 31, 2020, and December 31, 2019, the Company had $108.3 million and $40.0 million in money market funds, respectively. Money market funds are level one financial instruments as their pricing can be obtained from an actively traded exchange. (o) Concentration of credit risk Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist primarily of cash and cash equivalents. Cash and cash equivalents are invested in accordance with the Company’s investment policy. The primary objective for the Company’s investment portfolio is the preservation of capital and maintenance of liquidity and includes guidelines on the quality of financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. (p) 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 has incurred net losses since its inception and maintains a full valuation allowance on the net deferred tax assets. As such, the Company does not expect the adoption of this standard to have a material impact on the financial condition, results of operations and cash flows, or financial statement disclosures. In August 2018, the 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. The Company 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. |
Merger of Neoleukin Therapeutic
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. | 12 Months Ended |
Dec. 31, 2020 | |
Acquisition of Assets [Abstract] | |
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. | Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. On August 8, 2019, Neoleukin Therapeutics, Inc., or Former Neoleukin, and Aquinox Pharmaceuticals, Inc., or Aquinox, completed a transaction pursuant to the Agreement and Plan of Merger dated August 5, 2019. Former Neoleukin became a wholly owned subsidiary of Aquinox and Aquinox subsequently changed its name to Neoleukin Therapeutics, Inc. All of the outstanding shares of common stock of the Former Neoleukin were exchanged for 4,589,771 shares of common stock of the Company and 101,927 shares of non-voting convertible preferred stock of the Company. The total consideration paid was $51.6 million and consisted of (in thousands, except share amounts): Fair value of 4,589,771 Aquinox common stock $ 15,055 Fair value of 101,927 Aquinox convertible preferred stock 33,432 Cash consideration for fractional shares 5 Transaction costs 3,086 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 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 of $47.7 million was expensed as the Company determined that the asset has no alternative future use. 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 1,034 In-process research and development 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 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net Property and equipment, net consist of the following (in thousands): December 31, 2020 Cost Accumulated Amortization Net Book Value Laboratory equipment $ 3,402 $ 426 $ 2,976 Furniture, fixtures, and IT equipment 753 159 594 $ 4,155 $ 585 $ 3,570 December 31, 2019 Cost Accumulated Amortization Net Book Value Leasehold improvements $ 490 $ 333 $ 157 Laboratory equipment 1,515 62 1,453 Furniture, fixtures, and IT equipment 743 293 450 $ 2,748 $ 688 $ 2,060 Depreciation expense on property and equipment totaled $0.6 million and $0.2 million for the years ended December 31, 2020 and 2019, respectively. |
Intangible asset, net
Intangible asset, net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible asset, net | Intangible asset, net The following table summarizes intangible asset (in thousands): December 31, 2020 2019 Cost $ 659 $ 659 Accumulated amortization (312) (92) Net intangible asset $ 347 $ 567 As part of the Merger as discussed in Note 3, Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. , an assembled workforce was acquired. In an asset acquisition, an assembled workforce meets the asset recognition criteria and is separately recognized as an intangible asset and amortized over its expected life. The amortization period has been established as 3 years based on management's judgement. The Company will recognize $0.2 million and $0.1 million of amortization expense in fiscal years 2021 and 2022, respectively. |
Accounts payable and other liab
Accounts payable and other liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts payable and other liabilities | Accounts payable and other liabilities Accrued liabilities consist of the following (in thousands): December 31, 2020 2019 Trade accounts payable $ 1,323 $ 1,604 Accrued clinical and preclinical expenses 1,687 944 Accrued compensation and vacation 3,244 1,238 Other accrued liabilities 927 339 $ 7,181 $ 4,125 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company enters into lease arrangements for its facilities as well as certain equipment, classified either as operating or finance leases. The Company has a lease agreement for approximately 33,300 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 "Blaine lease"). 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 lease commenced on January 15, 2020 and rent obligations were scheduled to commence on December 1, 2020. 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. The lease was originally scheduled to expire 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 expense recognized over the term of the lease. In September 2020, the Company elected to utilize this additional tenant improvement allowance. This resulted in a remeasurement of the lease liability due to an increase in lease payments over the term of the lease. The Company recorded an increase to the lease liability and related right-of-use asset of $1.0 million. In November 2020, the Company executed an amendment to this lease that extends the scheduled rent commencement date to February 1, 2021 and the base term expiration to February 1, 2029. This amendment was accounted for as a modification to the lease and resulted in an immaterial reduction of the lease liability and related right-of-use asset. As of December 31,2020, there was a tenant improvement allowance receivable of $0.9 million recorded in other current assets on the consolidated balance sheets related to reimbursable build-out costs incurred by the Company. The Company has a lease agreement for approximately 6,272 square feet of office space in Seattle, Washington, for the Company’s former principal executive offices, a laboratory for research and development and related uses. In June 2020, the Company executed an amendment to this lease pursuant to which the Company has the option to terminate the lease, without penalty, at any point subsequent to November 1, 2020 with 45 days advance written notice. At December 31, 2020, the Company determined that it is reasonably certain to not exercise this termination option. On March 24, 2021, the Company executed a second amendment to this lease, pursuant to which the term of the lease is extended through September 30, 2026. This will result in an increase in fixed rental payments over the updated term. On June 30, 2020, the Company terminated its lease agreement for 10,946 square feet of office space in Vancouver, Canada. The lease termination 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 of $0.5 million, the Company recognized a loss of $0.3 million on the termination of the lease, which was recorded in general and administrative expenses in June 2020. In addition, the Company wrote-off leasehold improvements and other property and equipment associated with the lease and incurred a loss on disposal of $0.2 million in June 2020. As of December 31, 2020, and December 31, 2019, the Company’s operating lease right-of-use assets were $10.2 million and $0.8 million, respectively. As of December 31, 2020, and December 31, 2019, the Company's finance lease right-of use-assets, included within property and equipment on the consolidated balance sheet, were $0.3 million and $0.3 million, respectively. The components of the lease expense were as follows (in thousands): December 31, 2020 2019 Finance lease cost Amortization of right-of-use asset $ 46 $ 19 Interest on lease liabilities 14 — Operating lease cost 2,368 197 Short term lease cost 348 105 Variable lease cost 321 181 Total net lease cost $ 3,097 $ 502 Supplemental balance sheet information related to leases is as follows: December 31, 2020 2019 Weighted average remaining lease term—finance leases 2.45 years 3.33 years Weighted average remaining lease term—operating leases 7.97 years 1.83 years Weighted average discount rate—finance leases 7.11% 7.11% Weighted average discount rate—operating leases 12.88% 5.37% Supplemental cash flow information related to leases was as follows (in thousands): December 31, 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 460 $ 236 Cash paid for amounts included in the measurement of finance lease liabilities 60 9 The calculation of the present value of the operating lease payments for the Blaine lease did not include the option to extend the lease for two five year terms. At December 31, 2020, the future payments under the Company’s operating and finance lease liabilities were as follows (in thousands): Finance Lease Operating Lease December 31, 2021 $ 60 $ 2,161 December 31, 2022 60 2,289 December 31, 2023 60 2,341 December 31, 2024 — 2,394 December 31, 2025 — 2,448 Thereafter — 7,904 Total undiscounted lease payments 180 19,537 Less: imputed interest (23) (7,572) Total lease liabilities 157 11,965 Less: current portion (49) (659) Non-current lease liabilities—December 31, 2020 $ 108 $ 11,306 |
Leases | Leases The Company enters into lease arrangements for its facilities as well as certain equipment, classified either as operating or finance leases. The Company has a lease agreement for approximately 33,300 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 "Blaine lease"). 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 lease commenced on January 15, 2020 and rent obligations were scheduled to commence on December 1, 2020. 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. The lease was originally scheduled to expire 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 expense recognized over the term of the lease. In September 2020, the Company elected to utilize this additional tenant improvement allowance. This resulted in a remeasurement of the lease liability due to an increase in lease payments over the term of the lease. The Company recorded an increase to the lease liability and related right-of-use asset of $1.0 million. In November 2020, the Company executed an amendment to this lease that extends the scheduled rent commencement date to February 1, 2021 and the base term expiration to February 1, 2029. This amendment was accounted for as a modification to the lease and resulted in an immaterial reduction of the lease liability and related right-of-use asset. As of December 31,2020, there was a tenant improvement allowance receivable of $0.9 million recorded in other current assets on the consolidated balance sheets related to reimbursable build-out costs incurred by the Company. The Company has a lease agreement for approximately 6,272 square feet of office space in Seattle, Washington, for the Company’s former principal executive offices, a laboratory for research and development and related uses. In June 2020, the Company executed an amendment to this lease pursuant to which the Company has the option to terminate the lease, without penalty, at any point subsequent to November 1, 2020 with 45 days advance written notice. At December 31, 2020, the Company determined that it is reasonably certain to not exercise this termination option. On March 24, 2021, the Company executed a second amendment to this lease, pursuant to which the term of the lease is extended through September 30, 2026. This will result in an increase in fixed rental payments over the updated term. On June 30, 2020, the Company terminated its lease agreement for 10,946 square feet of office space in Vancouver, Canada. The lease termination 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 of $0.5 million, the Company recognized a loss of $0.3 million on the termination of the lease, which was recorded in general and administrative expenses in June 2020. In addition, the Company wrote-off leasehold improvements and other property and equipment associated with the lease and incurred a loss on disposal of $0.2 million in June 2020. As of December 31, 2020, and December 31, 2019, the Company’s operating lease right-of-use assets were $10.2 million and $0.8 million, respectively. As of December 31, 2020, and December 31, 2019, the Company's finance lease right-of use-assets, included within property and equipment on the consolidated balance sheet, were $0.3 million and $0.3 million, respectively. The components of the lease expense were as follows (in thousands): December 31, 2020 2019 Finance lease cost Amortization of right-of-use asset $ 46 $ 19 Interest on lease liabilities 14 — Operating lease cost 2,368 197 Short term lease cost 348 105 Variable lease cost 321 181 Total net lease cost $ 3,097 $ 502 Supplemental balance sheet information related to leases is as follows: December 31, 2020 2019 Weighted average remaining lease term—finance leases 2.45 years 3.33 years Weighted average remaining lease term—operating leases 7.97 years 1.83 years Weighted average discount rate—finance leases 7.11% 7.11% Weighted average discount rate—operating leases 12.88% 5.37% Supplemental cash flow information related to leases was as follows (in thousands): December 31, 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 460 $ 236 Cash paid for amounts included in the measurement of finance lease liabilities 60 9 The calculation of the present value of the operating lease payments for the Blaine lease did not include the option to extend the lease for two five year terms. At December 31, 2020, the future payments under the Company’s operating and finance lease liabilities were as follows (in thousands): Finance Lease Operating Lease December 31, 2021 $ 60 $ 2,161 December 31, 2022 60 2,289 December 31, 2023 60 2,341 December 31, 2024 — 2,394 December 31, 2025 — 2,448 Thereafter — 7,904 Total undiscounted lease payments 180 19,537 Less: imputed interest (23) (7,572) Total lease liabilities 157 11,965 Less: current portion (49) (659) Non-current lease liabilities—December 31, 2020 $ 108 $ 11,306 |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders’ equity (a) Common stock The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.000001 per share as of December 31, 2020. As of December 31, 2020, and 2019, the total number of shares of common stock issued and outstanding was 42,196,296, and 37,996,849, respectively. 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 prefunded 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 were $71.3 million, net of underwriting discounts, commissions, and offering costs of approximately $4.9 million. On December 20, 2019, the Company completed an underwritten public offering of 10,263,750 shares of its common stock at a price to the public of $8.40 per share. The aggregate net proceeds received by the Company from the offering, net of underwriting discounts, commissions, and offering costs of approximately $5.5 million, were $80.7 million. (b) Preferred stock The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.000001 per share. As of December 31, 2020 and December 31, 2019, 0 shares of preferred stock were issued or outstanding. (c) Merger with Former Neoleukin On August 8, 2019, the Company issued 4,589,771 shares of common stock and 101,927 shares of non-voting convertible preferred stock as consideration in the Merger among Aquinox, Former Neoleukin and Apollo Merger Inc. (see Note 3, Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. ). Each share of non-voting convertible preferred stock was convertible into 100 shares of common stock and was entitled to receive dividends, on an as-is converted to common stock basis, when dividends are paid to common stockholders. The holders of preferred stock were only entitled to vote when it impacts the rights of the preferred stockholder. On November 12, 2019, the Company’s stockholders approved the conversion of 101,927 shares of non-voting convertible preferred stock into 10,192,700 shares of the Company’s common stock. As of December 31, 2020, the Company did not have any outstanding non-voting convertible preferred stock. (d) December 2019 pre-funded common stock warrants On December 17, 2019, Neoleukin entered into an exchange agreement (the “Exchange Agreement”) with certain stockholders, pursuant to which the Company exchanged an aggregate of 10,925,481 shares of common stock held by the stockholders for pre-funded warrants (the “Exchange Warrants”) to purchase an aggregate of 10,925,481 shares of common stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting common stock), with an exercise price of $0.000001 per share. The Exchange Warrants may be exercised at any time after the date of issuance, except that the Exchange Warrants cannot be exercised by the stockholders if, after giving effect thereto, the stockholders would beneficially own more than 9.99% of the outstanding common stock, subject to certain exceptions. The holders of the Exchange Warrants will not have the right to vote on any matter except to the extent required by Delaware law. As the Exchange Warrants meet the conditions for equity classification, the proceeds previously received for the shares of common stock will remain in additional paid-in capital. Upon the exercise of the warrants the proceeds received along with the exercise price will be recorded in common stock. (e) Stock option plan In January 2014, the Company’s stockholders approved the 2014 Equity Incentive Plan (“2014 Plan”) which 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 of December 31, 2020, the maximum number of shares of common stock that may be issued under the 2014 Plan was 9,786,363. The number of shares of common stock reserved for issuance under the 2014 Plan will be increased by the number of shares subject to stock options granted under the 2006 Plan that would have otherwise returned to the 2006 Plan, such as upon the expiration or termination of a stock award prior to vesting. As of December 31, 2020, there were 23,958 shares subject to stock options granted under the 2006 Plan. 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 4.00% 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. On November 12, 2019, the Company’s stockholders approved the increase in the number of shares reserved from issuance under the 2014 Plan by 4,500,000 shares. All awards granted pursuant to the 2014 Plan have a contractual term of ten years. All awards granted to date are equity classified and subject to service based vesting, typically over a period of one The number of shares available to be granted under the 2014 Plan was 6,037,532 and 6,556,534 as of December 31, 2020 and 2019 respectively. Stock options A summary of the Company's stock option activity and related information for the year ended December 31, 2020 is as follows: Number of Shares Weighted Average Weighted Aggregate Outstanding at December 31, 2019 5,840,538 $ 5.11 7.7 $ 45,037 Options granted 2,404,300 11.6 Options exercised (882,624) 6.42 Options cancelled/forfeited (515,925) 15.69 Outstanding at December 31, 2020 6,846,289 $ 6.42 8.7 $ 53,127 Exercisable as of December 31, 2020 1,878,082 $ 5.02 7.7 $ 17,547 During the year ended December 31, 2020, 882,624 shares of common stock were issued upon exercise of options with an aggregate intrinsic value of $6.0 million. During the year ended December 31, 2019, 326,094 shares of common stock were issued upon exercise of options with an aggregate intrinsic value of $1.3 million. The weighted-average grant date fair value of options granted during the years ended December 31, 2020 and December 31, 2019 was $8.70 and $2.17 per share, respectively. The fair value of stock options granted is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: December 31, 2020 2019 Expected volatility 93 % 90 % Expected dividends 0 % 0 % Expected terms (years) 6.02 6.07 Risk free rate 0.42 % 1.43 % Restricted stock units A summary of the Company's restricted stock unit activity and related information for the year ended December 31, 2020 is as follows: Number of Weighted Non-vested at December 31, 2019 72,000 $ 3.47 Restricted stock units granted 152,000 9.26 Restricted stock units vested (36,000) 3.47 Restricted stock units forfeited (1,500) 3.47 Non-vested at December 31, 2020 186,500 $ 8.19 (f) Stock-based compensation Stock-based compensation expense is classified in the consolidated statements of operations as follows (in thousands): December 31, 2020 2019 Research and development expenses $ 1,999 $ 486 General and administrative expenses $ 3,623 $ 7,197 Total stock-based compensation expense $ 5,622 $ 7,683 Total unrecognized compensation for all stock-based compensation was $24.9 million as of December 31, 2020, which is expected to be recognized over a weighted-average period of 3.15 years. (g) 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. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 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 December 31, 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. 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 December 31, 2020. For the year ended December 31, 2020, the Company incurred and paid an immaterial amount of restructuring charges. For the year ended December 31, 2019, restructuring recoveries of $1.9 million were recorded in research and development expenses and restructuring costs of $0.7 million were recorded in general and administrative expenses. |
Other income, net
Other income, net | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Other income, net | Other income, net Other income is presented for all periods (in thousands): December 31 2020 2019 Interest income $ 490 $ 1,542 Foreign exchange gains (losses) 5 (16) Other expenses (44) (9) $ 451 $ 1,517 |
Net loss per common stock
Net loss per common stock | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net loss per common stock | Net loss per common stock 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: December 31, YEARS ENDED 2020 2019 Outstanding stock options 6,848,289 5,840,538 Restricted stock units 186,500 72,000 Shares issuable under 2020 ESPP 22,521 — 7,057,310 5,912,538 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes Income tax recovery varies from the amounts that would be computed by applying the expected U.S. federal income tax rate (21%) as shown in the following table: December 31, 2020 2019 Statutory federal income tax rate (21.0) % (21.0) % Change in tax rate — — State income taxes — — Foreign rate differential (0.1) (0.2) Acquired in-process research and development — 14.4 Stock compensation 1.8 2.6 Disposal of Aquinox Canada (5.2) — Change in valuation allowance 26.5 (0.6) Expiration of NOLs (section 382) 0.5 5.4 Tax Credits (2.5) (0.9) Other — 0.3 Income tax recovery — % — % Years Ended December 31, Net loss before taxes (in thousands): 2020 2019 Canada $ (522) $ (2,129) U.S. (32,755) (67,313) Total $ (33,277) $ (69,442) Deferred income tax assets and liabilities result from the temporary differences between the amount of assets and liabilities recognized for financial statement and income tax purposes. The significant components of the deferred income tax assets are as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Canadian net operating losses $ — $ 39,574 U.S. net operating losses 12,328 5,347 Research and development deductions and credits 1,040 11,062 Intangibles 422 1,189 Lease Liability 2,513 233 Stock Compensation 717 309 Other 162 330 Total deferred tax assets: 17,182 58,044 Deferred income tax liabilities ROU Assets 2,132 169 Other 157 60 Total deferred tax liabilities 2,289 229 Net deferred income tax assets 14,893 57,815 Less: valuation allowance (14,893) (57,815) Deferred tax assets, net of valuation allowance $ — $ — On July 31, 2020, the Company sold all issued and outstanding capital stock of its Canadian subsidiary, Aquinox Canada, to an unrelated third party for cash consideration. As of the date of sale, Aquinox Canada’s remaining assets included intellectual property and other assets developed through past research and development activities, all of which had no book value. The transaction resulted in a net gain on sale of $7.8 million. The sale of Aquinox Canada triggered a significant capital loss carryforward for tax purposes. However, most of the capital loss carryforward is limited by the prior ownership change under Section 382. The remaining unlimited portion of 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. After the sale, Aquinox Canada's tax attributes of $51.7 million including the net operating losses, scientific research and experimental development expenditures and investment tax credits are no longer reflected in the deferred tax assets and valuation allowance. At December 31, 2020 and December 31, 2019, the Company had U.S. federal net operating losses ("NOL") carryforwards for tax purposes of approximately $58.1 million and $25.5 million, respectively, which were available to reduce taxable income. Of the $58.1 million of federal NOL carryforwards, $1.7 million will expire between the years 2028 and 2037 and the remaining $56.4 million are indefinite. The Company also has U.S. federal research & development tax credits of $1.0 million and $0.2 million as of December 31, 2020 and December 31, 2019, respectively, that begin to expire in 2039. The Company completed a formal study under IRC Section 382 through 2019 to determine the U.S. tax attributes available for use. The U.S. attributes disclosed reflect the conclusion of that study. However, subsequent ownership changes may further affect the limitation in future years. The Company maintains a full valuation allowance on its net U.S. deferred tax assets. The assessment regarding whether a valuation allowance is required considers both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. In making this assessment, significant weight is given to evidence that can be objectively verified. In its evaluation, the Company considered its cumulative losses and its forecasted losses in the near-term as significant negative evidence. Therefore, the Company determined that the negative evidence outweighed the positive evidence and a full valuation allowance on its assets will be maintained. The Company will continue to assess the realizability of its assets going forward and will adjust the valuation allowance as needed. The valuation allowance decreased by $42.9 million for the year ended December 31, 2020. The decrease is primarily due to the sale of Aquinox Canada and the write-off of the related tax attributes, and partially offset by an increase in US net operating losses and research and development tax credits. The valuation allowance increased by $0.6 million for the year ended December 31, 2019. The increase is primarily related to an increase in deferred tax assets. The Company applies judgment in the determination of the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. As of December 31, 2020, the Company had no uncertain tax positions. |
License and patent agreements
License and patent agreements | 12 Months Ended |
Dec. 31, 2020 | |
License Agreement [Abstract] | |
License and patent agreements | 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. The foregoing licenses are sublicensable by the Company without UW’s consent, subject to certain limited conditions. The Exclusive License Agreement was amended effective as of July 24, 2020 to, among other things, (i) add a jointly owned de novo cytokine antagonist to the agreement, (ii) specify royalties, milestone payments and sublicense consideration payments payable by Neoleukin for certain jointly licensed products, (iii) specify the term for achievement of performance milestones for certainly jointly licensed products, and (iv) terminate UW’s right to participate in equity financings. As consideration for the licensed rights, the Company 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 convertible preferred stock on the completion of the Merger. Furthermore, the Company is required to pay; (i) an annual maintenance fee starting in January 2022 (but excluding any year in which minimum annual royalties are paid); (ii) up to $0.9 million in combined development and regulatory milestone payments with respect to each distinct class of licensed product; (iii) up to $10.0 million in combined commercial milestone payments based on cumulative net sales of licensed products within each distinct class of licensed products, beginning when cumulative net sales of the class of licensed products equals or exceeds $100.0 million, with the majority payable when cumulative net sales of the class of licensed products equals or exceeds $1.0 billion; (iv) a low single-digit royalty on net sales of licensed products sold by the Company and its sublicensees, which may be subject to reductions, and subject to minimum annual royalty payments following the first commercial sale of a licensed product; (v) a certain percentage of any sublicense consideration (other than royalties) the Company receives from sublicensees, based on the stage of development at the time the sublicense is executed; and (vi) a certain percentage of consideration the Company receives from an acquisition of the Company or its assets based on the stage of development at the relevant time. The Company is obligated to pay royalties on a country-by-country basis until the expiration of the last valid claim within the licensed patent rights in such 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. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies In December 2020, the Company entered into a non-cancelable contract to purchase laboratory equipment for $0.8 million. The equipment is expected to be delivered in the first half of 2021. In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. Although the Company cannot predict with assurance the outcome of any litigation, it does not believe there are currently any such actions that, if resolved unfavorable, would have a material impact on the Company’s financial condition, results of operations or cash flows. |
401(k) plan
401(k) plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
401(k) plan | 401(k) planIn 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 year ended December 31, 2020, the Company’s total expense for the matching contributions was immaterial. |
Sale of Aquinox Canada
Sale of Aquinox Canada | 12 Months Ended |
Dec. 31, 2020 | |
Subsidiary Sale Of Stock [Abstract] | |
Sale of Aquinox Canada | Sale of Aquinox Canada On July 31, 2020, the Company sold all issued and outstanding capital stock of its Canadian subsidiary, Aquinox Canada, to an unrelated third party for cash consideration of $8.2 million. The Company concluded that the sale did not meet the criteria for discontinued operations reporting as it did not represent a strategic shift that had a major effect on the Company’s operations and financial results. As of the date of sale, Aquinox Canada’s remaining assets included intellectual property and other assets developed through past research and development activities, all of which had no book value. The transaction resulted in a net gain on sale of $7.8 million, after deducting $0.4 million in transaction costs, which is recorded as a reduction of operating loss in the Company’s consolidated statement of operations. The sale of Aquinox Canada triggered 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. Refer to Note 12, Income taxes for further information. |
Basis of presentation and sum_2
Basis of presentation and summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentationThe accompanying 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”). The financial results are presented on a consolidated basis. All intercompany transactions are eliminated on consolidation. In July 2020, the Company sold all of the issued and outstanding capital stock of Aquinox Pharmaceuticals (Canada) (“Aquinox Canada”) to an unrelated third party, as further described in Note 16, Sale of Aquinox Canada |
Use of estimates and assumptions | Use of estimates and assumptionsThe 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, the incremental borrowing rate utilized in the measurement of operating and finance lease liabilities, amortization and depreciation of property, plant and equipment and intangible assets, and pre-clinical, clinical, and other accruals. Actual results could differ from those estimates. |
Reclassification | ReclassificationThe Company reclassified amounts related to prior year amortization of operating lease right-of-use assets, loss on disposal of property and equipment, changes in operating lease liabilities, and payment of offering costs in the consolidated statements of cash flows to conform to current year presentation. This reclassification had no effect on cash used in operating activities or cash provided by financing activities. |
Leases | Leases At contract inception, the Company determines if the contract is or contains a lease. 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 interest rate implicit in the lease is typically not readily determinable. The related 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. We include options to extend the lease in our lease liability and right-of-use asset when it is reasonably certain that we will exercise that option. None of our options to extend the rental term of any existing leases were considered reasonably certain as of December 31, 2020. For leases of office space, the Company has elected to not separate the lease components from the non-lease components. For leases of office space with a lease term of 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. |
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash All highly liquid investments with maturities of three months or less at the date of acquisition are considered to be cash equivalents. Restricted cash, included in Other non-current assets in the consolidated balance sheets, includes cash deposits the Company maintains with its bank as collateral for the irrevocable letters of credits related to its lease obligations. |
Property and equipment | Property and equipment Property and equipment are recorded at cost and are amortized using the straight-line basis over a range of three The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Based on management’s assessment there were no indicators of impairment of property and equipment as at December 31, 2020 and 2019. |
Earnings (loss) per share | Earnings (loss) per shareBasic 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 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 as of December 31, 2020 of 12,663,010 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. |
Asset acquisitions/Intangible assets | Asset acquisitions/Intangible assets At the time of acquisition, the Company determines if a transaction should be accounted for as a business combination or acquisition of assets. 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 research and development assets are expensed if management determines that the assets do not have an alternative future use. Other long-lived intangible assets are recorded at the acquired cost and amortized using the straight-line method over their estimated useful life. 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. |
Income taxes | Income taxes The Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the differences between events that have been recognized in the Company’s consolidated financial statements and the tax bases of assets and liabilities recognized at enacted tax rates. In estimating future tax consequences, Accounting Standards Codification ("ASC") 740 generally considers all expected future events other than enactments of and changes in the tax law or rates. The measurement of deferred tax assets is reduced, if necessary, by the extent of the valuation allowance. We will establish a valuation allowance for deferred tax assets if it is more likely than not that these items will expire before we are able to realize their benefits or that future deductibility is uncertain. Investment tax credits relating to scientific research and experimental development are accounted for as a reduction in operating expenses. They are recorded in the period when there is reasonable assurance the credits will be realized. If investment tax credit amounts subsequently received are less or more than originally recorded, the difference is treated as a change in estimate. |
Research and development costs | Research and development costs Research and development costs are charged to expense as incurred and include items such as: employee related expenses, including salaries and benefits, expenses incurred under agreements with contract research organizations that conduct clinical trials and preclinical studies, the cost of acquiring, developing and manufacturing clinical trial materials, facilities, and other expenses, which include direct and allocated expenses for rent and maintenance of facilities, and other supplies and costs associated with clinical trials, preclinical activities, and regulatory operations. Restructuring costs associated with the termination of research and development programs and related employees are included in research and development costs. Development costs are expensed in the period incurred unless management believes a development project meets generally accepted accounting criteria for deferral and amortization. No product development expenditures have been deferred to date. The Company records costs for certain development activities based on management’s evaluation of the progress to completion of specific tasks or information provided to the Company by vendors on their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued expense. |
Accounting for stock-based compensation | Accounting for stock-based compensation 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 is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. The Company accounts for forfeitures as they occur. We utilize newly issued shares to satisfy option exercises. The Company estimates the fair value of options using the Black-Scholes option pricing model on the grant date. This approximation uses assumptions regarding a number of inputs that requires management to make significant estimates and judgments. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, the Company has based its expected term for awards issued to employees on the simplified method, which represents the average period from vesting to the expiration of the stock option. In addition, the Company does not have sufficient trading history for the Company’s common stock, and therefore, the expected stock price volatility for the Company’s common stock was estimated by taking the average historical price volatility for industry peers. The Company has never declared or paid any cash dividends to common stockholders and does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. The risk-free interest rate was based on the yields of treasury securities with maturities similar to the expected term of the options for each option group. 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 | Restructuring costs 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 termination benefits shall be measured initially at the communication date based on the fair value of the liability as of the termination date and recognized ratably over the future service period. 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. |
Segment reporting | Segment reportingThe Company operates in one segment, the research and development of de novo protein therapeutics using sophisticated computational algorithms and methods to address unmet medical needs. Our primary areas of focus are in oncology, inflammation, and autoimmunity. The Company’s operations and its assets are held in the United States. |
Fair value of financial instruments | Fair value of financial instrumentsThe 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. |
Concentration of credit risk | Concentration of credit riskFinancial instruments, which potentially subject the Company to significant concentrations of credit risk, consist primarily of cash and cash equivalents. Cash and cash equivalents are invested in accordance with the Company’s investment policy. The primary objective for the Company’s investment portfolio is the preservation of capital and maintenance of liquidity and includes guidelines on the quality of financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. |
Recently issued and recently adopted accounting standards | 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 has incurred net losses since its inception and maintains a full valuation allowance on the net deferred tax assets. As such, the Company does not expect the adoption of this standard to have a material impact on the financial condition, results of operations and cash flows, or financial statement disclosures. In August 2018, the 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. The Company 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. |
Basis of presentation and sum_3
Basis of presentation and summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2020 2019 Cash and cash equivalents $ 192,556 $ 143,093 Restricted cash 878 — Total cash, cash equivalents, and restricted cash $ 193,434 $ 143,093 |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2020 2019 Cash and cash equivalents $ 192,556 $ 143,093 Restricted cash 878 — Total cash, cash equivalents, and restricted cash $ 193,434 $ 143,093 |
Merger of Neoleukin Therapeut_2
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Acquisition of Assets [Abstract] | |
Schedule of Total Consideration Paid | The total consideration paid was $51.6 million and consisted of (in thousands, except share amounts): Fair value of 4,589,771 Aquinox common stock $ 15,055 Fair value of 101,927 Aquinox convertible preferred stock 33,432 Cash consideration for fractional shares 5 Transaction costs 3,086 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 1,034 In-process research and development 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 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consist of the following (in thousands): December 31, 2020 Cost Accumulated Amortization Net Book Value Laboratory equipment $ 3,402 $ 426 $ 2,976 Furniture, fixtures, and IT equipment 753 159 594 $ 4,155 $ 585 $ 3,570 December 31, 2019 Cost Accumulated Amortization Net Book Value Leasehold improvements $ 490 $ 333 $ 157 Laboratory equipment 1,515 62 1,453 Furniture, fixtures, and IT equipment 743 293 450 $ 2,748 $ 688 $ 2,060 |
Intangible asset, net (Tables)
Intangible asset, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Asset | The following table summarizes intangible asset (in thousands): December 31, 2020 2019 Cost $ 659 $ 659 Accumulated amortization (312) (92) Net intangible asset $ 347 $ 567 |
Accounts payable and other li_2
Accounts payable and other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Liabilities | Accrued liabilities consist of the following (in thousands): December 31, 2020 2019 Trade accounts payable $ 1,323 $ 1,604 Accrued clinical and preclinical expenses 1,687 944 Accrued compensation and vacation 3,244 1,238 Other accrued liabilities 927 339 $ 7,181 $ 4,125 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of the lease expense were as follows (in thousands): December 31, 2020 2019 Finance lease cost Amortization of right-of-use asset $ 46 $ 19 Interest on lease liabilities 14 — Operating lease cost 2,368 197 Short term lease cost 348 105 Variable lease cost 321 181 Total net lease cost $ 3,097 $ 502 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: December 31, 2020 2019 Weighted average remaining lease term—finance leases 2.45 years 3.33 years Weighted average remaining lease term—operating leases 7.97 years 1.83 years Weighted average discount rate—finance leases 7.11% 7.11% Weighted average discount rate—operating leases 12.88% 5.37% |
Supplemental Cash flow Information Related to Leases | Supplemental cash flow information related to leases was as follows (in thousands): December 31, 2020 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 460 $ 236 Cash paid for amounts included in the measurement of finance lease liabilities 60 9 |
Schedule of Company's Operating Lease Liability | At December 31, 2020, the future payments under the Company’s operating and finance lease liabilities were as follows (in thousands): Finance Lease Operating Lease December 31, 2021 $ 60 $ 2,161 December 31, 2022 60 2,289 December 31, 2023 60 2,341 December 31, 2024 — 2,394 December 31, 2025 — 2,448 Thereafter — 7,904 Total undiscounted lease payments 180 19,537 Less: imputed interest (23) (7,572) Total lease liabilities 157 11,965 Less: current portion (49) (659) Non-current lease liabilities—December 31, 2020 $ 108 $ 11,306 |
Schedule of Company's Finance Lease Liability | At December 31, 2020, the future payments under the Company’s operating and finance lease liabilities were as follows (in thousands): Finance Lease Operating Lease December 31, 2021 $ 60 $ 2,161 December 31, 2022 60 2,289 December 31, 2023 60 2,341 December 31, 2024 — 2,394 December 31, 2025 — 2,448 Thereafter — 7,904 Total undiscounted lease payments 180 19,537 Less: imputed interest (23) (7,572) Total lease liabilities 157 11,965 Less: current portion (49) (659) Non-current lease liabilities—December 31, 2020 $ 108 $ 11,306 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | A summary of the Company's stock option activity and related information for the year ended December 31, 2020 is as follows: Number of Shares Weighted Average Weighted Aggregate Outstanding at December 31, 2019 5,840,538 $ 5.11 7.7 $ 45,037 Options granted 2,404,300 11.6 Options exercised (882,624) 6.42 Options cancelled/forfeited (515,925) 15.69 Outstanding at December 31, 2020 6,846,289 $ 6.42 8.7 $ 53,127 Exercisable as of December 31, 2020 1,878,082 $ 5.02 7.7 $ 17,547 |
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: December 31, 2020 2019 Expected volatility 93 % 90 % Expected dividends 0 % 0 % Expected terms (years) 6.02 6.07 Risk free rate 0.42 % 1.43 % |
Schedule of RSU Activity | A summary of the Company's restricted stock unit activity and related information for the year ended December 31, 2020 is as follows: Number of Weighted Non-vested at December 31, 2019 72,000 $ 3.47 Restricted stock units granted 152,000 9.26 Restricted stock units vested (36,000) 3.47 Restricted stock units forfeited (1,500) 3.47 Non-vested at December 31, 2020 186,500 $ 8.19 |
Summary of Stock-based Compensation Expense | Stock-based compensation expense is classified in the consolidated statements of operations as follows (in thousands): December 31, 2020 2019 Research and development expenses $ 1,999 $ 486 General and administrative expenses $ 3,623 $ 7,197 Total stock-based compensation expense $ 5,622 $ 7,683 |
Other income, net (Tables)
Other income, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, Net | Other income is presented for all periods (in thousands): December 31 2020 2019 Interest income $ 490 $ 1,542 Foreign exchange gains (losses) 5 (16) Other expenses (44) (9) $ 451 $ 1,517 |
Net loss per common stock (Tabl
Net loss per common stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Securities Excluded From Computation of Earnings 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: December 31, YEARS ENDED 2020 2019 Outstanding stock options 6,848,289 5,840,538 Restricted stock units 186,500 72,000 Shares issuable under 2020 ESPP 22,521 — 7,057,310 5,912,538 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Recovery | Income tax recovery varies from the amounts that would be computed by applying the expected U.S. federal income tax rate (21%) as shown in the following table: December 31, 2020 2019 Statutory federal income tax rate (21.0) % (21.0) % Change in tax rate — — State income taxes — — Foreign rate differential (0.1) (0.2) Acquired in-process research and development — 14.4 Stock compensation 1.8 2.6 Disposal of Aquinox Canada (5.2) — Change in valuation allowance 26.5 (0.6) Expiration of NOLs (section 382) 0.5 5.4 Tax Credits (2.5) (0.9) Other — 0.3 Income tax recovery — % — % |
Schedule of Net (Loss) Income Before Taxes | Years Ended December 31, Net loss before taxes (in thousands): 2020 2019 Canada $ (522) $ (2,129) U.S. (32,755) (67,313) Total $ (33,277) $ (69,442) |
Components of Deferred Income Tax Assets | The significant components of the deferred income tax assets are as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Canadian net operating losses $ — $ 39,574 U.S. net operating losses 12,328 5,347 Research and development deductions and credits 1,040 11,062 Intangibles 422 1,189 Lease Liability 2,513 233 Stock Compensation 717 309 Other 162 330 Total deferred tax assets: 17,182 58,044 Deferred income tax liabilities ROU Assets 2,132 169 Other 157 60 Total deferred tax liabilities 2,289 229 Net deferred income tax assets 14,893 57,815 Less: valuation allowance (14,893) (57,815) Deferred tax assets, net of valuation allowance $ — $ — |
Basis of presentation and sum_4
Basis of presentation and summary of significant accounting policies - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)segmentshares | Dec. 31, 2019USD ($) | |
Significant Accounting Policies [Line Items] | ||
Outstanding pre-funded warrants (in shares) | shares | 12,663,010 | |
Number of operating segments | segment | 1 | |
Money market funds | ||
Significant Accounting Policies [Line Items] | ||
Money market funds | $ | $ 108.3 | $ 40 |
Minimum | ||
Significant Accounting Policies [Line Items] | ||
Property and equipment useful life | 3 years | |
Maximum | ||
Significant Accounting Policies [Line Items] | ||
Property and equipment useful life | 7 years | |
Office | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Lease term | 12 months |
Basis of presentation and sum_5
Basis of presentation and summary of significant accounting policies - Cash and cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 192,556 | $ 143,093 | |
Restricted cash | 878 | 0 | |
Total cash, cash equivalents, and restricted cash | $ 193,434 | $ 143,093 | $ 76,928 |
Merger of Neoleukin Therapeut_3
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. - Additional Information (Details) - USD ($) $ in Thousands | Aug. 08, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Acquisition Of Assets [Line Items] | |||
Acquired in-process research and development | $ 0 | $ 47,716 | |
In process research and development | |||
Acquisition Of Assets [Line Items] | |||
Acquired in-process research and development | $ 47,700 | ||
Common stock | |||
Acquisition Of Assets [Line Items] | |||
Stock issued for acquisition (in shares) | 4,589,771 | ||
Non-voting convertible preferred stock | |||
Acquisition Of Assets [Line Items] | |||
Stock issued for acquisition (in shares) | 102,000 | ||
Aquinox | Common stock | |||
Acquisition Of Assets [Line Items] | |||
Stock issued for acquisition (in shares) | 4,589,771 | ||
Aquinox | Non-voting convertible preferred stock | |||
Acquisition Of Assets [Line Items] | |||
Stock issued for acquisition (in shares) | 101,927 |
Merger of Neoleukin Therapeut_4
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. - Schedule of Total Consideration Paid (Details) - USD ($) $ in Thousands | Aug. 08, 2019 | Dec. 31, 2019 |
Acquisition Of Assets [Line Items] | ||
Cash consideration for fractional shares | $ 5 | |
Transaction costs | 3,086 | |
Total consideration | 51,578 | |
Convertible preferred stock | Aquinox | ||
Acquisition Of Assets [Line Items] | ||
Fair value | $ 33,432 | |
Non-Voting Convertible Preferred Stock | ||
Acquisition Of Assets [Line Items] | ||
Stock issued for acquisition (in shares) | 102,000 | |
Non-Voting Convertible Preferred Stock | Aquinox | ||
Acquisition Of Assets [Line Items] | ||
Stock issued for acquisition (in shares) | 101,927 | |
Common stock | ||
Acquisition Of Assets [Line Items] | ||
Stock issued for acquisition (in shares) | 4,589,771 | |
Common stock | Aquinox | ||
Acquisition Of Assets [Line Items] | ||
Fair value | $ 15,055 | |
Stock issued for acquisition (in shares) | 4,589,771 |
Merger of Neoleukin Therapeut_5
Merger of Neoleukin Therapeutics, Inc. and Aquinox Pharmaceuticals, Inc. - Summary of the Assets Acquired and Liabilities Assumed (Details) - Aquinox $ in Thousands | Aug. 08, 2019USD ($) |
Assets acquired: | |
Cash and cash equivalents | $ 3,282 |
Receivables, prepayments and deposits | 560 |
Property and equipment | 1,034 |
In-process research and development | 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 |
Property and equipment, net - S
Property and equipment, net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 4,155 | $ 2,748 |
Accumulated Amortization | 585 | 688 |
Net Book Value | 3,570 | 2,060 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 490 | |
Accumulated Amortization | 333 | |
Net Book Value | 157 | |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 3,402 | 1,515 |
Accumulated Amortization | 426 | 62 |
Net Book Value | 2,976 | 1,453 |
Furniture, fixtures, and IT equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 753 | 743 |
Accumulated Amortization | 159 | 293 |
Net Book Value | $ 594 | $ 450 |
Property and equipment, net - A
Property and equipment, net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.6 | $ 0.2 |
Intangible asset, net - Summary
Intangible asset, net - Summary of Intangible Asset (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Cost | $ 659 | $ 659 |
Accumulated amortization | (312) | (92) |
Net intangible asset | $ 347 | $ 567 |
Intangible asset useful life | 3 years | |
Expected amortization expense 2021 | $ 200 | |
Expected amortization expense 2022 | $ 100 |
Accounts payable and other li_3
Accounts payable and other liabilities - Schedule of Accounts Payable and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Trade accounts payable | $ 1,323 | $ 1,604 |
Accrued clinical and preclinical expenses | 1,687 | 944 |
Accrued compensation and vacation | 3,244 | 1,238 |
Other accrued liabilities | 927 | 339 |
Accounts payable and other liabilities | $ 7,181 | $ 4,125 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | Jun. 30, 2020USD ($)ft² | Jun. 30, 2020ft² | Dec. 31, 2020USD ($)ft²option | Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Jan. 31, 2020USD ($) |
Lessee, Lease, Description [Line Items] | ||||||
Tenant improvement allowance | $ 8,000 | |||||
Additional tenant improvements | 1,500 | |||||
Tenant improvement allowance receivable | 900 | |||||
Termination fees for lease termination | $ 500 | |||||
Loss on termination of lease | 300 | |||||
Loss on disposal of property and equipment | $ 200 | 180 | $ 5 | |||
Operating lease right-of-use asset | 10,154 | 770 | ||||
Finance lease right-of-use asset | $ 300 | $ 300 | ||||
Standby Letters of Credit | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Security deposit | $ 500 | |||||
Washington | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Number of options to extend lease | option | 2 | |||||
Lease agreement extended period | 5 years | |||||
Washington | Office space, principal executive offices and laboratory | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease agreement, square feet of office space | ft² | 33,300 | |||||
Number of options to extend lease | option | 2 | |||||
Lease agreement extended period | 5 years | |||||
Operating lease, right of use asset, increase due to remeasurement | $ 1,000 | |||||
Operating lease, liability, increase due to remeasurement | $ 1,000 | |||||
Washington | Office space, former principal executive offices and laboratory | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease agreement, square feet of office space | ft² | 6,272 | |||||
Number of days advance notice must be given to terminate the lease | 45 days | |||||
Canada | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lease agreement, square feet of office space | ft² | 10,946 | 10,946 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finance lease cost | ||
Amortization of right-of-use asset | $ 46 | $ 19 |
Interest on lease liabilities | 14 | 0 |
Operating lease cost | 2,368 | 197 |
Short term lease cost | 348 | 105 |
Variable lease cost | 321 | 181 |
Total net lease cost | $ 3,097 | $ 502 |
Weighted average remaining lease term—finance leases | 2 years 5 months 12 days | 3 years 3 months 29 days |
Weighted average remaining lease term—operating leases | 7 years 11 months 19 days | 1 year 9 months 29 days |
Weighted average discount rate—finance leases | 7.11% | 7.11% |
Weighted average discount rate—operating leases | 12.88% | 5.37% |
Leases - Supplemental Cash flow
Leases - Supplemental Cash flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 460 | $ 236 |
Cash paid for amounts included in the measurement of finance lease liabilities | $ 60 | $ 9 |
Leases - Schedule of Company's
Leases - Schedule of Company's Operating and Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finance lease liability | ||
December 31, 2021 | $ 60 | |
December 31, 2022 | 60 | |
December 31, 2023 | 60 | |
December 31, 2024 | 0 | |
December 31, 2025 | 0 | |
Thereafter | 0 | |
Total undiscounted lease payments | 180 | |
Less: imputed interest | (23) | |
Total lease liabilities | 157 | |
Less: current portion | (49) | $ (62) |
Non-current lease liabilities—December 31, 2020 | 108 | 146 |
Operating lease liability | ||
December 31, 2021 | 2,161 | |
December 31, 2022 | 2,289 | |
December 31, 2023 | 2,341 | |
December 31, 2024 | 2,394 | |
December 31, 2025 | 2,448 | |
Thereafter | 7,904 | |
Total undiscounted lease payments | 19,537 | |
Less: imputed interest | (7,572) | |
Total lease liabilities | 11,965 | |
Less: current portion | (659) | (556) |
Non-current lease liabilities—December 31, 2020 | $ 11,306 | $ 447 |
Stockholders' equity - Addition
Stockholders' equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Jul. 07, 2020USD ($)$ / sharesshares | Dec. 20, 2019USD ($)$ / sharesshares | Dec. 17, 2019$ / sharesshares | Nov. 12, 2019shares | Aug. 08, 2019shares | Dec. 31, 2020USD ($)offering$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | |||||
Common stock, shares issued (in shares) | 42,196,296 | 37,996,849 | |||||
Common stock, shares outstanding (in shares) | 42,196,296 | 37,996,849 | |||||
Proceeds from issuance of common stock | $ | $ 71,300 | $ 80,700 | $ 71,675 | $ 81,043 | |||
Public offering costs | $ | $ 4,900 | $ 5,500 | $ 355 | $ 352 | |||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | |||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||
Stock conversion ratio | 100 | ||||||
Conversion of common stock to pre-funded warrants (in shares) | 10,925,481 | ||||||
Maximum percentage of outstanding stock per stockholder | 9.99% | ||||||
Options outstanding (in shares) | 6,846,289 | 5,840,538 | |||||
Options exercised (in shares) | 882,624 | ||||||
Common stock issued upon exercise of options aggregate intrinsic value | $ | $ 6,000 | $ 1,300 | |||||
Weighted-average grant date fair value of options granted (in dollars per share) | $ / shares | $ 8.70 | $ 2.17 | |||||
Unrecognized stock-based compensation cost (in dollars per share) | $ | $ 24,900 | ||||||
Unrecognized stock-based compensation cost, weighted-average period recognized (in years) | 3 years 1 month 24 days | ||||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 18,352 | ||||||
Issuance of common stock under Employee Stock Purchase Plan | $ | $ 199 | ||||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
2014 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum number of shares of common stock that may be issued (in shares) | 9,786,363 | ||||||
Years of increase in shares of common stock reserved for issuance | 10 years | ||||||
Shares of common stock reserved for issuance percentage | 4.00% | ||||||
Number of additional shares authorized (in shares) | 4,500,000 | ||||||
Award expiration period (in years) | 10 years | ||||||
Shares available to be granted (in shares) | 6,037,532 | 6,556,534 | |||||
Equity Incentive Plan 2006 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding (in shares) | 23,958 | ||||||
Non-voting convertible preferred stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||
Stock issued for acquisition (in shares) | 102,000 | ||||||
Shares to be converted | 101,927 | ||||||
Pre funded common stock warrants | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common stock in prefunded warrants (in shares) | 10,925,481 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 0.000001 | ||||||
Common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Sale of shares under public offering (in shares) | 3,262,471 | 10,263,750 | |||||
Stock issued for acquisition (in shares) | 4,589,771 | ||||||
Convertible preferred stock, Shares issued upon conversion (in shares) | 10,192,700 | ||||||
Conversion of common stock to pre-funded warrants (in shares) | (10,925,481) | ||||||
Options exercised (in shares) | 882,624 | 326,094 | |||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 18,352 | ||||||
Aquinox | Non-voting convertible preferred stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for acquisition (in shares) | 101,927 | ||||||
Aquinox | Common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock issued for acquisition (in shares) | 4,589,771 | ||||||
Pre-funded warrants | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common stock in prefunded warrants (in shares) | 1,737,529 | ||||||
Pre funded warrant issued (in dollars per share) | $ / shares | $ 15.249999 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 0.000001 | ||||||
Shares issuable under 2020 ESPP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Sale of shares under public offering (in dollars per share) | $ / shares | $ 10.84 | ||||||
Shares issuable under 2020 ESPP | 2020 Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
ESPP common stock reserved for issuance (in shares) | 759,936 | ||||||
ESPP max contribution rate | 15.00% | ||||||
ESPP purchase price of common stock, percent of market price | 85.00% | ||||||
ESPP number of offerings per year | offering | 2 | ||||||
ESPP offering period | 6 months | ||||||
Public Stock Offering | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Sale of shares under public offering (in shares) | 3,262,471 | 10,263,750 | |||||
Sale of shares under public offering (in dollars per share) | $ / shares | $ 15.25 | $ 8.40 |
Stockholders' equity - Schedule
Stockholders' equity - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Option Activity | ||
Options outstanding at beginning of period (in shares) | 5,840,538 | |
Options granted (in shares) | 2,404,300 | |
Options exercised (in shares) | (882,624) | |
Options cancelled/forfeited (in shares) | (515,925) | |
Options outstanding at end of period (in shares) | 6,846,289 | 5,840,538 |
Stock Options Weighted Average Exercise Price | ||
Options outstanding at beginning of period (in dollars per share) | $ 5.11 | |
Options granted (in dollars per share) | 11.6 | |
Options exercised (in dollars per share) | 6.42 | |
Options cancelled/forfeited (in dollars per share) | 15.69 | |
Options outstanding at end of period (in dollars per share) | $ 6.42 | $ 5.11 |
Stock Option Activity, Additional Disclosure | ||
Options outstanding, Weighted average remaining contractual life (in years) | 8 years 8 months 12 days | 7 years 8 months 12 days |
Options outstanding at beginning of period, Aggregate intrinsic value (in dollars) | $ 45,037 | |
Options outstanding at end of period, Aggregate intrinsic value (in dollars) | $ 53,127 | $ 45,037 |
Options exercisable, Number of options (in shares) | 1,878,082 | |
Options exercisable, Weighted average exercise price (in dollars per share) | $ 5.02 | |
Options exercisable, Weighted average remaining contractual life (in years) | 7 years 8 months 12 days | |
Options exercisable, Aggregate intrinsic value (in dollars) | $ 17,547 |
Stockholders' equity - Schedu_2
Stockholders' equity - Schedule of Weighted Average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Expected volatility | 93.00% | 90.00% |
Expected dividends | 0.00% | 0.00% |
Expected terms (years) | 6 years 7 days | 6 years 25 days |
Risk free rate | 0.42% | 1.43% |
Stockholders' equity - Schedu_3
Stockholders' equity - Schedule of RSU Activity (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
RSU Activity | |
Non-vested beginning balance (in shares) | shares | 72,000 |
Restricted stock units granted (in shares) | shares | 152,000 |
Restricted stock units vested (in shares) | shares | (36,000) |
Restricted stock units forfeited (in shares) | shares | (1,500) |
Non-vested ending balance (in shares) | shares | 186,500 |
RSU Activity Weighted Average Grant Date Fair Value | |
Non-vested beginning balance (in dollars per share) | $ / shares | $ 3.47 |
Restricted stock units granted (in dollars per share) | $ / shares | 9.26 |
Restricted stock units vested (in dollars per share) | $ / shares | 3.47 |
Restricted stock units forfeited (in dollars per share) | $ / shares | 3.47 |
Non-vested ending balance (in dollars per share) | $ / shares | $ 8.19 |
Stockholders' equity - Summary
Stockholders' equity - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 5,622 | $ 7,683 |
Research and development expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,999 | 486 |
General and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 3,623 | $ 7,197 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 06, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 0 | |||
Research and development expense | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ (1,900,000) | |||
General and administrative expense | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 700,000 | |||
Restructuring Plan, July 2018 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, cost incurred to date | 7,400,000 | |||
Revised estimates during the year | $ 2,000,000 | |||
Restructuring reserve | 0 | $ 0 | ||
Restructuring Plan, November 2018 | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, cost incurred to date | $ 1,600,000 | |||
Restructuring reserve | $ 0 |
Other income, net - Schedule of
Other income, net - Schedule of Other Income Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | ||
Interest income | $ 490 | $ 1,542 |
Foreign exchange gains (losses) | 5 | (16) |
Other expenses | (44) | (9) |
Other income, net | $ 451 | $ 1,517 |
Net loss per common stock - Sch
Net loss per common stock - Schedule of Securities Excluded From Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from computation of earnings per share (in shares) | 7,057,310 | 5,912,538 |
Outstanding stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from computation of earnings per share (in shares) | 6,848,289 | 5,840,538 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from computation of earnings per share (in shares) | 186,500 | 72,000 |
Shares issuable under 2020 ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from computation of earnings per share (in shares) | 22,521 | 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income tax Recovery (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | (21.00%) | (21.00%) |
Change in tax rate | 0.00% | 0.00% |
State income taxes | 0.00% | 0.00% |
Foreign rate differential | (0.10%) | (0.20%) |
Acquired in-process research and development | 0.00% | 14.40% |
Stock compensation | 1.80% | 2.60% |
Disposal of Aquinox Canada | (5.20%) | 0.00% |
Change in valuation allowance | 26.50% | (0.60%) |
Expiration of NOLs (section 382) | 0.50% | 5.40% |
Tax Credits | (2.50%) | (0.90%) |
Other | 0.00% | 0.30% |
Income tax recovery | 0.00% | 0.00% |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net (Loss) Income Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Canada | $ (522) | $ (2,129) |
U.S. | (32,755) | (67,313) |
Total | $ (33,277) | $ (69,442) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Canadian net operating losses | $ 0 | $ 39,574 |
U.S. net operating losses | 12,328 | 5,347 |
Research and development deductions and credits | 1,040 | 11,062 |
Intangibles | 422 | 1,189 |
Lease Liability | 2,513 | 233 |
Stock Compensation | 717 | 309 |
Other | 162 | 330 |
Total deferred tax assets: | 17,182 | 58,044 |
Deferred income tax liabilities | ||
ROU Assets | 2,132 | 169 |
Other | 157 | 60 |
Total deferred tax liabilities | 2,289 | 229 |
Net deferred income tax assets | 14,893 | 57,815 |
Less: valuation allowance | (14,893) | (57,815) |
Deferred tax assets, net of valuation allowance | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Taxes Disclosure [Line Items] | |||
Gain on sale of Aquinox Canada | $ 7,826 | $ 0 | |
Net operating losses carried forward for tax purposes | 58,100 | 25,500 | |
Operating loss carryforwards subject to expiration | 1,700 | ||
Operating loss carryforwards not subject to expiration | 56,400 | ||
Increase (decrease) in valuation allowance | (42,900) | 600 | |
Research Tax Credit Carryforward | |||
Income Taxes Disclosure [Line Items] | |||
Tax credits for research and development | $ 1,000 | $ 200 | |
Acqinox Canada | |||
Income Taxes Disclosure [Line Items] | |||
Gain on sale of Aquinox Canada | $ 7,800 | ||
Tax attributes no longer reflected in deferred tax assets and valuation allowance | $ 51,700 |
License and patent agreements -
License and patent agreements - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
University Of Washington | ||
License and patent agreements [Line Items] | ||
License arrangements, amounts of development milestones payment | $ 0.9 | |
License arrangements, amounts payable based on net sales | $ 10 | |
Common stock | ||
License and patent agreements [Line Items] | ||
Shares issued for service (in shares) | 12,647 | |
Stock issued for acquisition (in shares) | 4,589,771 | |
License and maintenance | University Of Washington | ||
License and patent agreements [Line Items] | ||
Shares issued for service (in shares) | 536,813 | |
License and maintenance | Common stock | University Of Washington | ||
License and patent agreements [Line Items] | ||
Stock issued for acquisition (in shares) | 188,974 | |
License and maintenance | Minimum | University Of Washington | ||
License and patent agreements [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | $ 100 | |
License and maintenance | Maximum | University Of Washington | ||
License and patent agreements [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | $ 1,000 | |
Non-voting convertible preferred stock | ||
License and patent agreements [Line Items] | ||
Stock issued for acquisition (in shares) | 102,000 | |
Non-voting convertible preferred stock | License and maintenance | University Of Washington | ||
License and patent agreements [Line Items] | ||
Stock issued for acquisition (in shares) | 4,197 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation | $ 0.8 |
Sale of Aquinox Canada (Details
Sale of Aquinox Canada (Details) - USD ($) $ in Thousands | Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||
Gain on sale of Aquinox Canada | $ 7,826 | $ 0 | |
Acqinox Canada | |||
Subsidiary, Sale of Stock [Line Items] | |||
Consideration from sale of assets | $ 8,200 | ||
Gain on sale of Aquinox Canada | 7,800 | ||
Transaction cost on sale of asset | $ 400 |