Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 03, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | TOCA | |
Entity Registrant Name | Tocagen Inc | |
Entity Central Index Key | 1,419,041 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 19,951,158 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 24,613 | $ 35,933 |
Marketable securities | 54,848 | 52,792 |
Prepaid expenses and other current assets | 3,989 | 1,904 |
Total current assets | 83,450 | 90,629 |
Property and equipment, net | 3,652 | 1,217 |
Other assets | 234 | 227 |
Total assets | 87,336 | 92,073 |
Current liabilities: | ||
Accounts payable | 1,500 | 1,951 |
Accrued liabilities | 11,208 | 8,120 |
Notes payable, current portion | 7,200 | |
Deferred license revenue | 1,036 | 36 |
Deferred grant funding | 22 | 23 |
Total current liabilities | 13,766 | 17,330 |
Notes payable, net of current portion | 25,913 | 3,625 |
Deferred license revenue, net of current portion | 18 | 36 |
Deferred rent, net of current portion | 1,550 | |
Total liabilities | 41,247 | 20,991 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized at June 30, 2018 and December 31, 2017; no shares issued or outstanding at June 30, 2018 and December 31, 2017 | ||
Common stock, $0.001 par value; 200,000,000 shares authorized at June 30, 2018 and December 31, 2017; 19,951,158 and 19,882,551 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 20 | 20 |
Additional paid-in capital | 242,021 | 238,025 |
Accumulated deficit | (195,898) | (166,929) |
Accumulated other comprehensive loss | (54) | (34) |
Total stockholders’ equity | 46,089 | 71,082 |
Total liabilities and stockholders’ equity | $ 87,336 | $ 92,073 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 19,951,158 | 19,882,551 |
Common stock, shares outstanding | 19,951,158 | 19,882,551 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
License revenue | $ 9 | $ 10 | $ 18 | $ 21 |
Type of Revenue [Extensible List] | us-gaap:LicenseMember | us-gaap:LicenseMember | us-gaap:LicenseMember | us-gaap:LicenseMember |
Operating expenses | ||||
Research and development | $ 12,763 | $ 6,632 | $ 23,199 | $ 13,256 |
General and administrative | 2,573 | 2,030 | 4,992 | 3,970 |
Total operating expenses | 15,336 | 8,662 | 28,191 | 17,226 |
Loss from operations | (15,327) | (8,652) | (28,173) | (17,205) |
Other income (expense), net | ||||
Interest income | 331 | 103 | 646 | 140 |
Interest expense | (1,093) | (495) | (1,442) | (1,111) |
Change in fair value of preferred stock warrants | (22) | 37 | ||
Total other expense, net | (762) | (414) | (796) | (934) |
Net loss | (16,089) | (9,066) | (28,969) | (18,139) |
Other comprehensive loss: | ||||
Net unrealized gain (loss) on investments | 54 | (6) | (20) | (7) |
Comprehensive loss | $ (16,035) | $ (9,072) | $ (28,989) | $ (18,146) |
Net loss per common share, basic and diluted | $ (0.81) | $ (0.56) | $ (1.45) | $ (1.95) |
Weighted-average number of common shares outstanding, basic and diluted | 19,922,355 | 16,330,996 | 19,914,159 | 9,308,386 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
OPERATING ACTIVITIES | ||
Net loss | $ (28,969) | $ (18,139) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 3,193 | 1,585 |
Depreciation | 222 | 127 |
Noncash interest expense | 873 | 293 |
Change in fair value of preferred stock warrants | (37) | |
Amortization of discount on investments, net | (86) | (13) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (1,532) | 207 |
Accounts payable | (684) | (534) |
Accrued liabilities | 2,035 | 1,621 |
Deferred license revenue | 982 | (21) |
Deferred rent | 496 | |
Deferred grant funding | (1) | (9) |
Net cash used in operating activities | (23,471) | (14,920) |
INVESTING ACTIVITIES | ||
Proceeds from the sale/maturity of marketable securities | 26,454 | 23,049 |
Purchases of marketable securities | (28,444) | (29,844) |
Purchases of property and equipment | (877) | (109) |
Proceeds from sale of property and equipment | 20 | |
Net cash used in investing activities | (2,867) | (6,884) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of notes payable, net of issuance costs | 26,325 | |
Cash paid on extinguishment of debt | (8,631) | |
Principal payments on notes payable | (3,000) | (3,600) |
Proceeds from issuance of common stock | 324 | 47 |
Proceeds from offering of common stock, net of issuance costs | 88,615 | |
Proceeds from issuance of convertible promissory notes, net of issuance costs | 7,338 | |
Net cash provided by financing activities | 15,018 | 92,400 |
Net (decrease) increase in cash and cash equivalents | (11,320) | 70,596 |
Cash and cash equivalents, beginning of period | 35,933 | 5,510 |
Cash and cash equivalents, end of period | 24,613 | 76,106 |
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Allowance for tenant improvements | 1,054 | |
Property and equipment purchases included in accounts payable and accrued liabilities | 733 | 158 |
Fair value of common stock warrants issued in connection with notes payable | $ 479 | |
Convertible preferred stock converted into shares of common stock | 131,410 | |
Convertible promissory notes principal and accrued interest converted into shares of common stock | 11,092 | |
Preferred stock warrant liabilities converted into warrants to purchase shares of common stock | 89 | |
Deferred equity issuance costs paid in previous periods reclassified to equity on effective date of initial public offering | 1,574 | |
Deferred debt and equity issuance costs in accounts payable and accrued liabilities | $ 99 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Tocagen Inc. (Tocagen or the Company) is a clinical-stage, cancer-selective gene therapy company focused on developing first-in-class, broadly-applicable product candidates designed to activate a patient’s immune system against their own cancer. The Company’s cancer-selective gene therapy platform is built on retroviral replicating vectors which are designed to selectively deliver therapeutic genes into the DNA of cancer cells. Tocagen’s gene therapy approach is designed to fight cancer through immunotherapeutic mechanisms of action without the autoimmune toxicities commonly experienced with other immunotherapies. The Company views its operations and manages its business in one operating segment. From inception through June 30, 2018, the Company has devoted substantially all of its efforts to developing its gene therapy platform and its lead product candidate, Toca 511 & Toca FC, as well as raising capital and building its infrastructure. The Company has not generated revenues from its principal operations. The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In management’s opinion, the accompanying financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results for the interim periods presented. Interim financial results are not necessarily indicative of results anticipated for the full year. These unaudited financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, from which the balance sheet information herein was derived. Initial Public Offering On April 19, 2017, the Company completed its initial public offering (IPO), whereby the Company sold an aggregate of 9,775,000 shares of its common stock, at $10.00 per share, resulting in net proceeds of $86.9 million after underwriting discounts, commissions and offering costs of $10.8 million, of which $9.1 million of the costs were paid during the six months ended June 30, 2017. In addition, in connection with the IPO, all of the Company’s outstanding shares of convertible preferred stock were converted into an aggregate of 6,690,066 shares of the Company’s common stock, warrants to purchase up to 68,572 shares of the Company’s Series H convertible preferred stock were converted into warrants to purchase up to 9,936 shares of the Company’s common stock, each at an exercise price of $36.23 per share, and $11.1 million of aggregate principal and accrued interest underlying convertible promissory notes were automatically converted into an aggregate of 1,109,176 shares of the Company’s common stock at the IPO price of $10.00 per share. Liquidity The Company has a limited operating history and the sales and income potential of the Company’s business and patient markets are unproven. The Company has experienced net losses and negative cash flows from operating activities since its inception. As of June 30, 2018, the Company had an accumulated deficit of $195.9 million and working capital of $69.7 million available to fund future operations. As the Company continues to incur net losses, its transition to profitability is dependent upon the successful development, approval, and commercialization of its product candidates and achieving a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. The Company plans to continue to fund its losses from operations and capital funding needs through debt and equity financing, or through collaborations or partnerships with other entities. Debt or equity financing, or collaborations and partnerships with other entities may not be available on a timely basis on terms acceptable to the Company, or at all. As of June 30, 2018, the Company had cash, cash equivalents and marketable securities of $79.5 million. The Company has evaluated and concluded that there are no conditions or events, considered individually or in the aggregate, that raises substantial doubt about our ability to continue as a going concern for a period of one year following the date that these financial statements are issued. Use of Estimates The Company’s financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Significant estimates in the Company’s financial statements relate to clinical trial accruals, the valuation of equity awards, and the development period used for license revenue recognition. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results may differ from these estimates under different assumptions or conditions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Clinical Trial Accruals Expenses related to clinical studies are based on estimates of the services received and efforts expended pursuant to the Company’s contract arrangements. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to the Company’s service providers will temporarily exceed the level of services provided and result in a prepayment of the clinical expense. Payments under some of these contracts depend on factors such as the successful enrollment of patients, site initiation and the completion of clinical milestones. The Company makes estimates of its accrued expenses as of each balance sheet date in its financial statements based on facts and circumstances known at that time. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from its estimate, the Company adjusts the accrual or prepaid expense balance accordingly. Historically, the Company’s estimated accrued liabilities have materially approximated actual expense incurred. Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Update (ASU) 2014-09, Revenue from Contract with Customers (Topic 606) Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those goods and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the transaction price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when or as the Company satisfies the performance obligation(s). At contract inception, the Company assesses the goods and services promised within each contract and assesses whether each promised good or service is distinct and determines that those are performance obligations. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company considers a performance obligation satisfied once the Company has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when the Company determines there are no uncertainties regarding payment terms or transfer of control. Collaborative Arrangements The Company enters into collaborative arrangements with partners that may include payment to the Company of one or more of the following: (i) license fees; (ii) payments related to the achievement of developmental, regulatory, or commercial milestones; and (iii) royalties on net sales of licensed products. Where a portion of non‑refundable upfront fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. As part of the accounting for these arrangements, the Company must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligation(s). The stand-alone selling price may include items such as forecasted revenues, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. License Fees If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration or other revenues and earnings in the period of adjustment. Milestone Payments At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. If it is probable that a milestone event would occur at the inception of the arrangement, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each reporting period, the Company evaluates the probability of achievement of such milestones and any related constraint(s), and if necessary, may adjust the Company’s estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration or other revenues and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from its collaborative arrangement with Siemens Healthcare Diagnostics Inc. Stock-Based Compensation Stock-based compensation expense represents the cost of the grant date fair value of stock awards, including stock options, and stock purchase rights granted to employees and members of the Company’s board of directors. For awards with time-based vesting provisions, the Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model and recognizes the expense over the requisite service period of the awards, which is generally the vesting period, on a straight-line basis. For awards with performance-based vesting provisions, the Company estimates the fair value of stock option grants on the date of grant, or the date when all of the terms of the grant have been agreed to, if later, and recognizes the expense based on the probability of the occurrence of the individual milestones at each reporting period. The expense is recognized over the implicit service period that commences once management believes the performance criteria are probable of being met. For purchase rights, the Company estimates the fair value of the purchase as of the plan enrollment date and recognizes expense on a straight-line basis over the applicable offering period. The Company accounts for forfeitures when they occur, and reverses any compensation cost previously recognized for awards for which the requisite service has not been completed, in the period that the award is forfeited. The Company accounts for stock options granted to non-employees using the Black-Scholes option pricing model with assumptions generally consistent with those used for employee stock options, with the exception of expected term, which is over the contractual life. These option grants are subject to periodic revaluation over their vesting term. Net Loss Per Share Basic and diluted net loss per common share for the periods presented is computed by dividing net loss by the weighted-average number of common shares outstanding during the respective periods, without consideration of common stock equivalents as they are anti-dilutive. Common stock equivalents that could potentially dilute earnings in the future are comprised of shares issuable upon the conversion of all outstanding principal and accrued interest related to convertible promissory notes payable, shares issuable upon the conversion of convertible preferred stock, options to purchase shares of common stock outstanding under the Company’s equity incentive plan and warrants for the purchase of shares of common stock. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. Common stock equivalents from potentially dilutive securities that are not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Common stock options 3,548,847 2,540,896 3,548,847 2,540,896 Common stock warrants 67,238 10,660 67,238 10,660 Total 3,616,085 2,551,556 3,616,085 2,551,556 Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02 , Leases (Topic 842) In June 2018, the FASB issued ASU 2018-07, Compensation- Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments Fair Values of Assets Measured on a Recurring Basis The following tables summarize the Company’s assets that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands): Fair Value Measurements at End of Period Using: Total Quoted Market Prices for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2018 Cash equivalents: Commercial paper $ 5,579 $ — $ 5,579 $ — Corporate debt securities 1,498 — 1,498 — $ 7,077 $ — $ 7,077 $ — Marketable securities: Corporate debt securities $ 23,629 $ — $ 23,629 $ — Commercial paper 21,222 — 21,222 — Asset-backed securities 8,677 — 8,677 — Certificates of deposit 1,320 — 1,320 — $ 54,848 $ — $ 54,848 $ — Fair Value Measurements at End of Period Using: Total Quoted Market Prices for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2017 Cash equivalents: Corporate debt securities $ 8,274 $ — $ 8,274 $ — Repurchase agreements 5,000 — 5,000 — $ 13,274 $ — $ 13,274 $ — Marketable securities: Corporate debt securities $ 24,713 $ — $ 24,713 $ — Certificates of deposit 13,651 — 13,651 — Commercial paper 12,329 — 12,329 — Asset-backed securities 2,099 — 2,099 — $ 52,792 $ — $ 52,792 $ — Fair values determined by Level 2 inputs, which utilize data points that are observable such as quoted prices, interest rates and yield curves, require the exercise of judgment and use of estimates, that if changed, could significantly affect the Company’s financial position and results of operations. Investments in corporate debt securities, certificates of deposit, commercial paper, repurchase agreements and asset-backed securities are valued using Level 2 inputs. Level 2 securities are initially valued at the transaction price and subsequently valued and reported utilizing inputs other than quoted prices that are observable either directly or indirectly, such as quotes from third-party pricing vendors. There were no transfers in or out of Level 1 and Level 2 fair value measurements during the six months ended June 30, 2018 or 2017. At June 30, 2018 and December 31, 2017, the Company had investments in money market funds of $15.6 million and $20.2 million, respectively, that were measured at fair value using the net asset value per share (or its equivalent) that have not been classified in the fair value hierarchy. The funds invest primarily in U.S. government securities. Refer to Note 4 for information regarding our investments. Fair Values of Other Financial Instruments The carrying amounts of certain of the Company’s financial instruments, including cash and accounts payable, approximate their respective fair values due to their short-term nature. The carrying amount of the Company’s notes payable of $25.9 million at June 30, 2018 approximated their fair value as the terms of the notes are consistent with the market terms of transactions with similar profiles (Level 2 inputs). |
Certain Financial Statement Cap
Certain Financial Statement Caption Information | 6 Months Ended |
Jun. 30, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Certain Financial Statement Caption Information | 4. Certain Financial Statement Caption Information Marketable Securities The following tables summarize the Company’s marketable securities (in thousands): Maturity (in years) Amortized Cost Unrealized Gain Unrealized Loss Fair Value June 30, 2018 Corporate debt securities 1 or less $ 17,551 $ — $ (32 ) $ 17,519 Corporate debt securities >1 and <5 6,128 — (18 ) 6,110 Commercial paper 1 or less 21,224 1 (2 ) 21,222 Certificates of deposit 1 or less 480 — — 480 Certificates of deposit >1 and <5 840 — — 840 Asset-backed securities 1 or less 6,889 — (3 ) 6,886 Asset-backed securities >1 and <5 1,791 — — 1,791 $ 54,903 $ 1 $ (55 ) $ 54,848 December 31, 2017: Corporate debt securities 1 or less $ 21,097 $ — $ (16 ) $ 21,081 Corporate debt securities >1 and <5 3,636 — (4 ) 3,632 Certificates of deposit 1 or less 13,658 — (7 ) 13,651 Commercial paper 1 or less 12,333 — (4 ) 12,329 Asset-backed securities 1 or less 2,099 — — 2,099 $ 52,823 $ - $ (31 ) $ 52,792 The Company has classified all of its available-for-sale investment securities, including those with maturity greater than one year, as current assets on the balance sheet based on the highly liquid nature of these investment securities and because these investment securities are considered available for use in current operations. There were no impairments considered other-than-temporary during the periods presented, as it is management’s intention and ability to hold the securities until a recovery of the cost basis or recovery of fair value. Gross realized gains and losses on sales of marketable securities were immaterial for all periods presented. Accrued Liabilities Accrued liabilities are comprised of (in thousands): June 30, 2018 December 31, 2017 Clinical trial expenses $ 4,816 $ 2,809 Contract manufacturing services 2,518 1,536 Payroll and other employee-related expenses 1,563 2,489 Interest payable 187 77 Professional fees 83 276 Other 2,041 933 Total accrued liabilities $ 11,208 $ 8,120 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. Notes Payable Loan Agreement On October 30, 2015, the Company entered into a Loan and Security Agreement (Prior Agreement) with two lenders whereby it borrowed $18.0 million (the Initial Loans). Balances under the Prior Agreement were due in monthly principal and interest payments, with final maturity of the Loans in May 2019. Each Initial Loan included a final payment fee of 7.95% of the original principal amount due upon maturity. On May 18, 2018, the Company entered into an Amended and Restated Loan and Security Agreement (the Loan Agreement) with the two lenders pursuant to which the lenders agreed to lend the Company $26.5 million as term loans (the Term Loans).Of the total proceeds, $8.6 million was applied to the repayment of outstanding principal, interest and final payment owed pursuant to the Initial Loans. The Company evaluated the amendment in accordance with ASC Topic 470, which requires modification of debt instruments to be evaluated to assess whether the modification is considered a substantial modification, in which case the modification shall be accounted for as a debt extinguishment. Based on the Company’s evaluation, the modification was considered substantial and therefore the unamortized discount associated with the Prior Agreement was written off through interest expense and the principal balance of the Prior Agreement was written off. The Term Loans will mature on December 1, 2022 (the Maturity Date) and the Company will have interest-only payments through January 1, 2020, followed by 36 equal monthly payments of principal and interest; provided The Term Loans bear interest at a floating per annum rate equal to the greater of (i) 8.50% and (ii) the sum of (a) the prime rate reported in the Wall Street Journal on the last business day of the month that immediately proceeds the month in which the interest will accrue, plus (b) 3.75%. The Company will be required to make a final payment of 7.95% of the principal amount of the Term Loans payable on the earlier of (i) the Maturity Date, (ii) the acceleration of any Term Loans, or (iii) the prepayment of the Term Loans. The Company may prepay all, but not less than all, of the Term Loans upon 10 days written notice provided the Company will be obligated to pay a prepayment fee equal to (i) 3.00% of the principal amount of the applicable Term Loan prepaid on or before the first anniversary of the effective date of the Loan Agreement, (ii) 2.00% of the principal amount of the applicable Term Loan prepaid on or before the second anniversary of the effective date of the Loan Agreement, and (iii) 1.00% of the principal amount of the applicable Term Loan prepaid thereafter, but prior to the Maturity Date. In conjunction with the Loan Agreement, the Company issued the lenders warrants exercisable for 56,578 shares of common stock (the Warrants). The Warrants are exercisable in whole or in part, immediately, and have a per share exercise price of $9.35. The Warrants will terminate on the earlier of May 18, 2028 or the closing of a certain merger or consolidation transaction. The Company recorded the Warrants as a debt discount, as a contra-liability against debt, and is amortizing the balance over the life of the underlying debt. The offset to the contra-liability is recorded as additional paid in capital in the Company’s balance sheet as the Warrants were determined to be an equity instrument. The Company determined the fair value of the Warrants at the date of issuance was $0.5 million using the Black-Scholes option pricing model (“Black-Scholes”) based on significant unobservable inputs (Level 3) with an expected term of 10 years, volatility of 85.6%, risk free fate of 3.1% and expected dividend of 0% . The costs incurred to issue the Term Loans of $0.1 million were deferred and are included in the discount to the carrying value of the Term Loans in the accompanying balance sheet. The deferred costs and the final payment fee are amortized to interest expense over the expected term of the Term Loans using the effective interest method with an effective interest rate of 10.7%. The aggregate carrying amounts of the Term Loans and Initial Loans are comprised of the following, as applicable (in thousands): June 30, 2018 December 31, 2017 Principal $ 26,450 $ 10,200 Add: accreted liability for final payment fee 52 869 Less: unamortized discount (589 ) (244 ) $ 25,913 $ 10,825 The Term Loans are secured by substantially all of the Company’s assets other than its intellectual property, except rights to payment from the sale, licensing or disposition of such intellectual property. The Company is also required to maintain its primary operating accounts at all times with one of the lenders. The Agreement contains customary conditions of borrowing, events of default and covenants, including covenants that restrict the Company’s ability to dispose of assets, merge with or acquire other entities, incur indebtedness and make distributions to holders of its capital stock. Should an event of default occur, including the occurrence of a material adverse change, the Company could be liable for immediate repayment of all obligations under the Agreement. At June 30, 2018, the Company was in compliance with the covenants contained in the Agreement. Future maturities of the Term Loans, including the final payment fee, as of June 30, 2018 are as follows (in thousands): June 30, 2018 Year ending December 31, 2018 $ — Year ending December 31, 2019 — Year ending December 31, 2020 8,817 Year ending December 31, 2021 8,817 Year ending December 31, 2022 10,919 28,553 Unaccreted balance for final payment fee on Loans (2,051 ) Unamortized discounts (589 ) 25,913 Less current portion — Noncurrent portion $ 25,913 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 6. Stockholders’ Equity Upon completion of the Company’s IPO, all of the Company’s outstanding shares of convertible preferred stock were converted into an aggregate of 6,690,066 shares of the Company’s common stock. As of June 30, 2018, the Company’s authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. Common Stock Reserved for Future Issuance Common stock reserved for future issuance as of June 30, 2018 is as follows: Issued and Outstanding: Stock options 3,548,847 Warrants for common stock 67,238 Shares reserved for issuance under the ESPP 363,340 Shares reserved for future award grants 315,894 Total 4,295,319 Stock-Based Compensation The Company has not recognized non-cash stock-based compensation expense for outstanding options to purchase 188,651 shares of common stock with performance-based vesting provisions after its evaluation that the occurrence of the individual milestones is not probable as of June 30, 2018. The following table summarizes the allocation of the Company’s non-cash stock-based compensation expense for all stock awards during the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Research and development $ 788 $ 430 $ 1,535 $ 572 General and administrative 884 626 1,658 1,013 Total $ 1,672 $ 1,056 $ 3,193 $ 1,585 |
Collaborative Arrangements
Collaborative Arrangements | 6 Months Ended |
Jun. 30, 2018 | |
Collaborative Arrangements [Abstract] | |
Collaborative Arrangements | 7. Collaborative Arrangements On April 18, 2018, the Company entered into a License Agreement (the License Agreement) with Beijing Apollo Venus Biomedical Technology Limited and ApolloBio Corp. (collectively, ApolloBio), which became effective in July 2018, pursuant to which the Company granted to ApolloBio an exclusive license to develop and commercialize Toca 511 & Toca FC within the greater China region, including mainland China, Hong Kong, Macao and Taiwan (the Licensed Territory). Under the License Agreement, the Company received an aggregate upfront payment of $16.0 million (the Upfront Payment), consisting of $1.0 million in May 2018 and $15.0 million in July 2018. Full payment of the Upfront Payment was a condition to the effectiveness of the license and other rights granted under the License Agreement. Therefore, the License Agreement became effective in July 2018. In addition to the Upfront Payment, the Company is eligible to receive up to an aggregate $111.0 million, less withholding and other taxes, upon the achievement of specified development and commercial milestones, the most near-term of which is the completion of enrollment in the Toca 5 study. The Company is also eligible for low double-digit tiered royalty payments based on annual net sales of licensed products in the Licensed Territory, subject to reduction under specified circumstances. ApolloBio will be responsible for all development and commercialization costs in the Licensed Territory. Future payments by ApolloBio are subject to the People’s Republic of China (PRC) currency exchange approval and may be subject to other approvals by PRC authorities. Unless earlier terminated, the License Agreement will expire upon the expiration of the last-to-expire royalty term for any and all licensed products, which royalty term is, with respect to a licensed product in a particular region ( i.e. The effective date of the License Agreement corresponds with the final portion of the Upfront Payment received in July 2018. Therefore the $1.0 million portion of the Upfront Payment received in May 2018 was recorded as deferred revenue on the condensed balance sheet as of June 30, 2018. |
Summary of Significant Accoun13
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The Company’s financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Significant estimates in the Company’s financial statements relate to clinical trial accruals, the valuation of equity awards, and the development period used for license revenue recognition. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results may differ from these estimates under different assumptions or conditions. |
Clinical Trial Accruals | Clinical Trial Accruals Expenses related to clinical studies are based on estimates of the services received and efforts expended pursuant to the Company’s contract arrangements. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. There may be instances in which payments made to the Company’s service providers will temporarily exceed the level of services provided and result in a prepayment of the clinical expense. Payments under some of these contracts depend on factors such as the successful enrollment of patients, site initiation and the completion of clinical milestones. The Company makes estimates of its accrued expenses as of each balance sheet date in its financial statements based on facts and circumstances known at that time. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from its estimate, the Company adjusts the accrual or prepaid expense balance accordingly. Historically, the Company’s estimated accrued liabilities have materially approximated actual expense incurred. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Update (ASU) 2014-09, Revenue from Contract with Customers (Topic 606) Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those goods and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the transaction price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when or as the Company satisfies the performance obligation(s). At contract inception, the Company assesses the goods and services promised within each contract and assesses whether each promised good or service is distinct and determines that those are performance obligations. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers factors such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company considers a performance obligation satisfied once the Company has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when the Company determines there are no uncertainties regarding payment terms or transfer of control. Collaborative Arrangements The Company enters into collaborative arrangements with partners that may include payment to the Company of one or more of the following: (i) license fees; (ii) payments related to the achievement of developmental, regulatory, or commercial milestones; and (iii) royalties on net sales of licensed products. Where a portion of non‑refundable upfront fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. As part of the accounting for these arrangements, the Company must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligation(s). The stand-alone selling price may include items such as forecasted revenues, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. License Fees If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration or other revenues and earnings in the period of adjustment. Milestone Payments At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. If it is probable that a milestone event would occur at the inception of the arrangement, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each reporting period, the Company evaluates the probability of achievement of such milestones and any related constraint(s), and if necessary, may adjust the Company’s estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration or other revenues and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from its collaborative arrangement with Siemens Healthcare Diagnostics Inc. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense represents the cost of the grant date fair value of stock awards, including stock options, and stock purchase rights granted to employees and members of the Company’s board of directors. For awards with time-based vesting provisions, the Company estimates the fair value of stock options on the date of grant using the Black-Scholes option pricing model and recognizes the expense over the requisite service period of the awards, which is generally the vesting period, on a straight-line basis. For awards with performance-based vesting provisions, the Company estimates the fair value of stock option grants on the date of grant, or the date when all of the terms of the grant have been agreed to, if later, and recognizes the expense based on the probability of the occurrence of the individual milestones at each reporting period. The expense is recognized over the implicit service period that commences once management believes the performance criteria are probable of being met. For purchase rights, the Company estimates the fair value of the purchase as of the plan enrollment date and recognizes expense on a straight-line basis over the applicable offering period. The Company accounts for forfeitures when they occur, and reverses any compensation cost previously recognized for awards for which the requisite service has not been completed, in the period that the award is forfeited. The Company accounts for stock options granted to non-employees using the Black-Scholes option pricing model with assumptions generally consistent with those used for employee stock options, with the exception of expected term, which is over the contractual life. These option grants are subject to periodic revaluation over their vesting term. |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per common share for the periods presented is computed by dividing net loss by the weighted-average number of common shares outstanding during the respective periods, without consideration of common stock equivalents as they are anti-dilutive. Common stock equivalents that could potentially dilute earnings in the future are comprised of shares issuable upon the conversion of all outstanding principal and accrued interest related to convertible promissory notes payable, shares issuable upon the conversion of convertible preferred stock, options to purchase shares of common stock outstanding under the Company’s equity incentive plan and warrants for the purchase of shares of common stock. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. Common stock equivalents from potentially dilutive securities that are not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Common stock options 3,548,847 2,540,896 3,548,847 2,540,896 Common stock warrants 67,238 10,660 67,238 10,660 Total 3,616,085 2,551,556 3,616,085 2,551,556 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02 , Leases (Topic 842) In June 2018, the FASB issued ASU 2018-07, Compensation- Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Common Stock Equivalents from Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss Per Share | Common stock equivalents from potentially dilutive securities that are not included in the calculation of diluted net loss per share, because to do so would be anti-dilutive, are as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Common stock options 3,548,847 2,540,896 3,548,847 2,540,896 Common stock warrants 67,238 10,660 67,238 10,660 Total 3,616,085 2,551,556 3,616,085 2,551,556 |
Fair Value of Financial Instr15
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Values of Assets Measured on a Recurring Basis | The following tables summarize the Company’s assets that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands): Fair Value Measurements at End of Period Using: Total Quoted Market Prices for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2018 Cash equivalents: Commercial paper $ 5,579 $ — $ 5,579 $ — Corporate debt securities 1,498 — 1,498 — $ 7,077 $ — $ 7,077 $ — Marketable securities: Corporate debt securities $ 23,629 $ — $ 23,629 $ — Commercial paper 21,222 — 21,222 — Asset-backed securities 8,677 — 8,677 — Certificates of deposit 1,320 — 1,320 — $ 54,848 $ — $ 54,848 $ — Fair Value Measurements at End of Period Using: Total Quoted Market Prices for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2017 Cash equivalents: Corporate debt securities $ 8,274 $ — $ 8,274 $ — Repurchase agreements 5,000 — 5,000 — $ 13,274 $ — $ 13,274 $ — Marketable securities: Corporate debt securities $ 24,713 $ — $ 24,713 $ — Certificates of deposit 13,651 — 13,651 — Commercial paper 12,329 — 12,329 — Asset-backed securities 2,099 — 2,099 — $ 52,792 $ — $ 52,792 $ — |
Certain Financial Statement C16
Certain Financial Statement Caption Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Marketable Securities | The following tables summarize the Company’s marketable securities (in thousands): Maturity (in years) Amortized Cost Unrealized Gain Unrealized Loss Fair Value June 30, 2018 Corporate debt securities 1 or less $ 17,551 $ — $ (32 ) $ 17,519 Corporate debt securities >1 and <5 6,128 — (18 ) 6,110 Commercial paper 1 or less 21,224 1 (2 ) 21,222 Certificates of deposit 1 or less 480 — — 480 Certificates of deposit >1 and <5 840 — — 840 Asset-backed securities 1 or less 6,889 — (3 ) 6,886 Asset-backed securities >1 and <5 1,791 — — 1,791 $ 54,903 $ 1 $ (55 ) $ 54,848 December 31, 2017: Corporate debt securities 1 or less $ 21,097 $ — $ (16 ) $ 21,081 Corporate debt securities >1 and <5 3,636 — (4 ) 3,632 Certificates of deposit 1 or less 13,658 — (7 ) 13,651 Commercial paper 1 or less 12,333 — (4 ) 12,329 Asset-backed securities 1 or less 2,099 — — 2,099 $ 52,823 $ - $ (31 ) $ 52,792 |
Components of Accrued Liabilities | Accrued liabilities are comprised of (in thousands): June 30, 2018 December 31, 2017 Clinical trial expenses $ 4,816 $ 2,809 Contract manufacturing services 2,518 1,536 Payroll and other employee-related expenses 1,563 2,489 Interest payable 187 77 Professional fees 83 276 Other 2,041 933 Total accrued liabilities $ 11,208 $ 8,120 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Aggregate Carrying Amounts of Term and Initial Loans | The aggregate carrying amounts of the Term Loans and Initial Loans are comprised of the following, as applicable (in thousands): June 30, 2018 December 31, 2017 Principal $ 26,450 $ 10,200 Add: accreted liability for final payment fee 52 869 Less: unamortized discount (589 ) (244 ) $ 25,913 $ 10,825 |
Schedule of Future Maturities of Term Loans Including Final Payment Fee | Future maturities of the Term Loans, including the final payment fee, as of June 30, 2018 are as follows (in thousands): June 30, 2018 Year ending December 31, 2018 $ — Year ending December 31, 2019 — Year ending December 31, 2020 8,817 Year ending December 31, 2021 8,817 Year ending December 31, 2022 10,919 28,553 Unaccreted balance for final payment fee on Loans (2,051 ) Unamortized discounts (589 ) 25,913 Less current portion — Noncurrent portion $ 25,913 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance as of June 30, 2018 is as follows: Issued and Outstanding: Stock options 3,548,847 Warrants for common stock 67,238 Shares reserved for issuance under the ESPP 363,340 Shares reserved for future award grants 315,894 Total 4,295,319 |
Summary of Allocation of Non-Cash Stock-Based Compensation Expense for All Stock Awards | The following table summarizes the allocation of the Company’s non-cash stock-based compensation expense for all stock awards during the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Research and development $ 788 $ 430 $ 1,535 $ 572 General and administrative 884 626 1,658 1,013 Total $ 1,672 $ 1,056 $ 3,193 $ 1,585 |
Organization and Basis of Pre19
Organization and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Apr. 19, 2017USD ($)$ / sharesshares | Jun. 30, 2018USD ($)Segment | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Number of operating segment | Segment | 1 | |||
Completion date of initial public offering | April 19, 2017 | |||
Net proceeds from issuance of initial public offering | $ 86,900 | |||
Accumulated deficit | $ 195,898 | $ 166,929 | ||
Working capital | 69,700 | |||
Cash, cash equivalents and marketable securities | $ 79,500 | |||
IPO | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Common stock issued, shares | shares | 9,775,000 | |||
Shares price, per share | $ / shares | $ 10 | |||
Stock issuance costs incurred for underwriting discounts, commissions and estimated offering costs | $ 10,800 | |||
Payments for underwriting discounts, commissions and estimated offering costs | $ 9,100 | |||
Outstanding shares of convertible preferred stock converted into common stock, shares | shares | 6,690,066 | |||
Warrant to purchase common stock, exercise price | $ / shares | $ 36.23 | |||
Aggregate principal and accrued interest, convertible promissory notes amount | $ 11,100 | |||
Conversion of convertible promissory notes into common stock | shares | 1,109,176 | |||
Conversion of convertible promissory notes price, per share | $ / shares | $ 10 | |||
IPO | Maximum | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Warrants to purchase shares of common stock | shares | 9,936 | |||
IPO | Maximum | Series H Convertible Preferred Stock | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Warrants to purchase shares of common stock | shares | 68,572 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents from Potentially Dilutive Securities Not Included in Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potential dilutive securities not included in calculation of diluted net loss per share | 3,616,085 | 2,551,556 | 3,616,085 | 2,551,556 |
Common Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potential dilutive securities not included in calculation of diluted net loss per share | 3,548,847 | 2,540,896 | 3,548,847 | 2,540,896 |
Common Stock Warrants | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Potential dilutive securities not included in calculation of diluted net loss per share | 67,238 | 10,660 | 67,238 | 10,660 |
Fair Value of Financial Instr21
Fair Value of Financial Instruments - Summary of Fair Value of Assets Measured on a Recurring Basis (Details) - Fair Value Measured on Recurring Basis - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 7,077 | $ 13,274 |
Marketable securities | 54,848 | 52,792 |
Repurchase Agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 5,000 | |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 7,077 | 13,274 |
Marketable securities | 54,848 | 52,792 |
Significant Other Observable Inputs (Level 2) | Repurchase Agreements | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 5,000 | |
Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,498 | 8,274 |
Marketable securities | 23,629 | 24,713 |
Corporate Debt Securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,498 | 8,274 |
Marketable securities | 23,629 | 24,713 |
Asset-backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 8,677 | 2,099 |
Asset-backed Securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 8,677 | 2,099 |
Certificates of Deposit | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 1,320 | 13,651 |
Certificates of Deposit | Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities | 1,320 | 13,651 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 5,579 | |
Marketable securities | 21,222 | 12,329 |
Commercial Paper | Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 5,579 | |
Marketable securities | $ 21,222 | $ 12,329 |
Fair Value of Financial Instr22
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value measurements, transfer of Level 1 to Level 2 | $ 0 | $ 0 | |
Carrying Amount | Significant Unobservable Inputs (Level 3) | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Notes payable | 25,900,000 | ||
Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Investments in money market funds measured at fair value using net asset value per share | $ 15,600,000 | $ 20,200,000 |
Certain Financial Statement C23
Certain Financial Statement Caption Information - Summary of Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 54,903 | $ 52,823 |
Unrealized Gain | 1 | |
Unrealized Loss | (55) | (31) |
Fair Value | 54,848 | 52,792 |
Corporate Debt Securities | Maturity (in years) 1 or Less | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 17,551 | 21,097 |
Unrealized Loss | (32) | (16) |
Fair Value | 17,519 | 21,081 |
Corporate Debt Securities | Maturity More Than 1 Year and Less Than 5 Years | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 6,128 | 3,636 |
Unrealized Loss | (18) | (4) |
Fair Value | 6,110 | 3,632 |
Certificates of Deposit | Maturity (in years) 1 or Less | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 480 | 13,658 |
Unrealized Loss | (7) | |
Fair Value | 480 | 13,651 |
Certificates of Deposit | Maturity More Than 1 Year and Less Than 5 Years | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 840 | |
Fair Value | 840 | |
Commercial Paper | Maturity (in years) 1 or Less | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 21,224 | 12,333 |
Unrealized Gain | 1 | |
Unrealized Loss | (2) | (4) |
Fair Value | 21,222 | 12,329 |
Asset-backed Securities | Maturity (in years) 1 or Less | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 6,889 | 2,099 |
Unrealized Loss | (3) | |
Fair Value | 6,886 | $ 2,099 |
Asset-backed Securities | Maturity More Than 1 Year and Less Than 5 Years | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,791 | |
Fair Value | $ 1,791 |
Certain Financial Statement C24
Certain Financial Statement Caption Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Balance Sheet Related Disclosures [Abstract] | |
Other-than-temporary impairments during period | $ 0 |
Certain Financial Statement C25
Certain Financial Statement Caption Information - Components of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Balance Sheet Related Disclosures [Abstract] | ||
Clinical trial expenses | $ 4,816 | $ 2,809 |
Contract manufacturing services | 2,518 | 1,536 |
Payroll and other employee-related expenses | 1,563 | 2,489 |
Interest payable | 187 | 77 |
Professional fees | 83 | 276 |
Other | 2,041 | 933 |
Total accrued liabilities | $ 11,208 | $ 8,120 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) $ / shares in Units, $ in Thousands | May 18, 2018USD ($)Lender$ / sharesshares | Oct. 30, 2015USD ($)Lender | Jun. 30, 2018USD ($) |
Debt Instrument [Line Items] | |||
Proceeds from term loans | $ 8,631 | ||
Prior Agreement | |||
Debt Instrument [Line Items] | |||
Number of Lenders | Lender | 2 | ||
Loans | $ 18,000 | ||
Debt instrument, frequency of periodic payment | due in monthly principal and interest payments, with final maturity of the Loans in May 2019. | ||
Debt instrument maturity | May 31, 2019 | ||
Debt instrument, final payment fee, percentage | 7.95% | ||
Loan Agreement | Term Loans | |||
Debt Instrument [Line Items] | |||
Number of Lenders | Lender | 2 | ||
Loans | $ 26,500 | ||
Debt instrument maturity | Dec. 1, 2022 | ||
Debt instrument, final payment fee, percentage | 7.95% | ||
Proceeds from term loans | $ 8,600 | ||
Number of equal monthly payments of principal and interest | 36 months | ||
Debt instrument payment terms | the Company will have interest-only payments through January 1, 2020, followed by 36 equal monthly payments of principal and interest | ||
Debt instrument, interest rate terms | The Term Loans bear interest at a floating per annum rate equal to the greater of (i) 8.50% and (ii) the sum of (a) the prime rate reported in the Wall Street Journal on the last business day of the month that immediately proceeds the month in which the interest will accrue, plus (b) 3.75%. | ||
Period of prior written notice to lender | 10 days | ||
Warrants to purchase shares of common stock | shares | 56,578 | ||
Warrant to purchase common stock, exercise price | $ / shares | $ 9.35 | ||
Fair value of warrants at the date of issuance | $ 500 | ||
Deferred debt issuance cost | $ 100 | ||
Debt instrument effective interest rate | 10.70% | ||
Loan Agreement | Term Loans | Expected Term | Significant Unobservable Inputs (Level 3) | |||
Debt Instrument [Line Items] | |||
Expected term in years | 10 years | ||
Loan Agreement | Term Loans | Volatility | Significant Unobservable Inputs (Level 3) | |||
Debt Instrument [Line Items] | |||
Warrant rate | 0.856 | ||
Loan Agreement | Term Loans | Risk Free | Significant Unobservable Inputs (Level 3) | |||
Debt Instrument [Line Items] | |||
Warrant rate | 0.031 | ||
Loan Agreement | Term Loans | Expected Dividend | Significant Unobservable Inputs (Level 3) | |||
Debt Instrument [Line Items] | |||
Warrant rate | 0 | ||
Loan Agreement | Term Loans | On or Before First Anniversary | |||
Debt Instrument [Line Items] | |||
Percentage of prepayment fee on principal amount | 3.00% | ||
Loan Agreement | Term Loans | On or Before Second Anniversary | |||
Debt Instrument [Line Items] | |||
Percentage of prepayment fee on principal amount | 2.00% | ||
Loan Agreement | Term Loans | Thereafter but Prior to Maturity Date | |||
Debt Instrument [Line Items] | |||
Percentage of prepayment fee on principal amount | 1.00% | ||
Loan Agreement | Term Loans | Prime Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 3.75% | ||
Loan Agreement | Term Loans | Minimum | |||
Debt Instrument [Line Items] | |||
Floating rate of interest | 8.50% |
Notes Payable - Schedule of Agg
Notes Payable - Schedule of Aggregate Carrying Amounts of Term and Initial Loans (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Loan Agreement | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Type [Extensible List] | toca:TermLoanMember | |
Principal | $ 26,450 | |
Add: accreted liability for final payment fee | 52 | |
Less: unamortized discount | (589) | |
Loans, aggregate carrying amount | $ 25,913 | |
Prior Agreement | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Type [Extensible List] | toca:InitialLoanMember | |
Principal | $ 10,200 | |
Add: accreted liability for final payment fee | 869 | |
Less: unamortized discount | (244) | |
Loans, aggregate carrying amount | $ 10,825 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Maturities of Term Loans Including Final Payment Fee (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Notes payable, net of current portion | $ 25,913 | $ 3,625 |
Loan Agreement | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Type [Extensible List] | toca:TermLoanMember | |
Year ending December 31, 2020 | $ 8,817 | |
Year ending December 31, 2021 | 8,817 | |
Year ending December 31, 2022 | 10,919 | |
Long-term debt at maturity | 28,553 | |
Unaccreted balance for final payment fee on Loans | (2,051) | |
Less: unamortized discount | (589) | |
Loans, aggregate carrying amount | 25,913 | |
Notes payable, net of current portion | $ 25,913 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 | Apr. 19, 2017 |
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Performance-Based Vesting Provisions | |||
Class Of Stock [Line Items] | |||
Stock options outstanding | 188,651 | ||
IPO | |||
Class Of Stock [Line Items] | |||
Outstanding shares of convertible preferred stock converted into common stock, shares | 6,690,066 | ||
Common stock, shares authorized | 200,000,000 | ||
Common stock, par value | $ 0.001 | ||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock, par value | $ 0.001 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details) | Jun. 30, 2018shares |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 4,295,319 |
Shares Reserved for Issuance Under the ESPP | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 363,340 |
Warrants | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 67,238 |
Stock Options | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 3,548,847 |
Shares Reserved for Future Award Grants | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 315,894 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Allocation of Non-Cash Stock-Based Compensation Expense for All Stock Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total non-cash stock-based compensation expense | $ 1,672 | $ 1,056 | $ 3,193 | $ 1,585 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total non-cash stock-based compensation expense | 788 | 430 | 1,535 | 572 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total non-cash stock-based compensation expense | $ 884 | $ 626 | $ 1,658 | $ 1,013 |
Collaborative Arrangements - Ad
Collaborative Arrangements - Additional Information (Details) - USD ($) | Jul. 31, 2018 | May 31, 2018 | Apr. 18, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Collaborative Arrangements [Line Items] | |||||
Deferred license revenue | $ 1,036,000 | $ 36,000 | |||
License Agreement With Beijing Apollo Venus Biomedical Technology Limited And Apollo Bio Corp | |||||
Collaborative Arrangements [Line Items] | |||||
Proceeds from collaborative agreement | $ 1,000,000 | ||||
Upfront payment to be received | $ 16,000,000 | ||||
Future payment description | Future payments by ApolloBio are subject to the People’s Republic of China (PRC) currency exchange approval and may be subject to other approvals by PRC authorities. | ||||
Agreement termination description | the License Agreement will expire upon the expiration of the last-to-expire royalty term for any and all licensed products, which royalty term is, with respect to a licensed product in a particular region (i.e., mainland China, Hong Kong, Macao and Taiwan) of the Licensed Territory (each, a Region), the latest of (i) 10 years after the first commercial sale of such licensed product in such Region, (ii) the expiration of all regulatory exclusivity as to such licensed product in such Region and (iii) the date of expiration of the last valid patent claim covering such licensed product in such Region. Either party may terminate the License Agreement upon a material breach by the other party that remains uncured following 60 days (or, with respect to any payment breach, 10 days) after the date of written notice of such breach. ApolloBio may terminate the License Agreement at any time by providing 90 days’ prior written notice to the Company. In addition, the Company may terminate the License Agreement upon written notice to ApolloBio under specified circumstances if ApolloBio challenges the licensed patent rights. | ||||
Deferred license revenue | $ 1,000,000 | ||||
License Agreement With Beijing Apollo Venus Biomedical Technology Limited And Apollo Bio Corp | Maximum | |||||
Collaborative Arrangements [Line Items] | |||||
Development and commercial milestone payment receivable | $ 111,000,000 | ||||
License Agreement With Beijing Apollo Venus Biomedical Technology Limited And Apollo Bio Corp | Subsequent Event | |||||
Collaborative Arrangements [Line Items] | |||||
Proceeds from collaborative agreement | $ 15,000,000 |