Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CNST | |
Entity Registrant Name | CONSTELLATION PHARMACEUTICALS INC | |
Entity Central Index Key | 1,434,418 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 25,784,867 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 128,475 | $ 16,404 |
Prepaid expenses and other current assets | 3,537 | 1,318 |
Total current assets | 132,012 | 17,722 |
Property and equipment, net | 825 | 1,121 |
Restricted cash | 425 | 242 |
Other assets | 18 | |
Total assets | 133,262 | 19,103 |
Current liabilities: | ||
Accounts payable | 4,309 | 2,799 |
Accrued expenses and other current liabilities | 6,212 | 4,229 |
Current portion of long-term debt, net of discount | 4,103 | |
Total current liabilities | 10,521 | 11,131 |
Preferred stock warrant liability | 254 | |
Deferred rent, net of current portion | 176 | 317 |
Other long-term liabilities | 2 | 6 |
Total liabilities | 10,699 | 11,708 |
Commitments and contingencies (Note 11) | ||
Convertible preferred stock (Series A, B, D, E, E-1 and F), $0.001 par value; no shares and 119,391,806 shares authorized at September 30, 2018 and December 31, 2017, respectively; no shares and 118,867,177 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively; aggregate liquidation preference of $0 and $178,762 at September 30, 2018 and December 31, 2017, respectively | 173,228 | |
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value; 5,000,000 and 0 shares authorized at September 30, 2018 and December 31, 2017, respectively; none issued and none outstanding at September 30, 2018 and December 31, 2017 | ||
Common stock, $0.0001 par value; 200,000,000 and 161,162,923 shares authorized at September 30, 2018 and December 31, 2017, respectively; 25,784,867 and 1,193,259 shares issued at September 30, 2018 and December 31, 2017, respectively; 25,784,442 and 962,898 shares outstanding at September 30, 2018 and December 31, 2017, respectively | 3 | |
Additional paid-incapital | 336,453 | 8,079 |
Accumulated deficit | (213,893) | (173,912) |
Total stockholders' equity (deficit) | 122,563 | (165,833) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | $ 133,262 | $ 19,103 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Convertible preference shares, par value | $ 0.001 | $ 0.001 |
Convertible preference shares, shares authorized | 0 | 119,391,806 |
Convertible preference shares, shares issued | 0 | 118,867,177 |
Convertible preference shares, shares outstanding | 0 | 118,867,177 |
Convertible preference shares, aggregate liquidation preference | $ 0 | $ 178,762 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 161,162,923 |
Common stock, shares issued | 25,784,867 | 1,193,259 |
Common stock, shares outstanding | 25,784,442 | 962,898 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
Research and development | 12,733 | 7,690 | 32,143 | 22,564 |
General and administrative | 3,680 | 1,981 | 8,469 | 4,636 |
Total operating expenses | 16,413 | 9,671 | 40,612 | 27,200 |
Loss from operations | (16,413) | (9,671) | (40,612) | (27,200) |
Other income (expense): | ||||
Interest income | 482 | 45 | 859 | 111 |
Interest expense | (7) | (246) | (228) | (799) |
Change in fair value of preferred stock tranche liability | 90 | 4,443 | ||
Total other income (expense), net | 475 | (111) | 631 | 3,755 |
Net loss and comprehensive loss | (15,938) | (9,782) | (39,981) | (23,445) |
Cumulative dividends on convertible preferred stock | (4,818) | (13,342) | ||
Net loss attributable to common stockholders | $ (15,938) | $ (14,600) | $ (39,981) | $ (36,787) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.81) | $ (15.18) | $ (5.45) | $ (38.43) |
Weighted average common shares outstanding, basic and diluted | 19,619,239 | 961,838 | 7,332,052 | 957,139 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (39,981) | $ (23,445) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 415 | 341 |
Stock-based compensation expense | 2,516 | 574 |
Non-cash interest expense | 45 | 267 |
Change in fair value of preferred stock warrant liability | 110 | 43 |
Change in fair value of preferred stock tranche liability | (4,443) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,219) | (849) |
Accounts payable | 1,481 | (1,113) |
Accrued expenses and other current liabilities | 2,399 | (207) |
Deferred rent | (87) | 134 |
Other assets | 18 | |
Net cash used in operating activities | (35,303) | (28,698) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (124) | (538) |
Net cash used in investing activities | (124) | (538) |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net of underwriting discounts and commissions | 55,801 | |
Proceeds from issuance of convertible preferred stock, net of issuance costs | 99,606 | 24,231 |
Payments on long-term debt, including final payment | (4,698) | (4,928) |
Proceeds from repayment of promissory notes issued upon early exercise of stock options | 290 | |
Payments of initial public offering costs | (3,524) | |
Proceeds from issuance of common stock upon stock option exercises | 127 | 52 |
Proceeds from exercises of common stock warrants | 79 | |
Net cash provided by financing activities | 147,681 | 19,355 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 112,254 | (9,881) |
Cash, cash equivalents and restricted cash at beginning of period | 16,646 | 37,162 |
Cash, cash equivalents and restricted cash at end of period | 128,900 | 27,281 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 105 | 489 |
Supplemental disclosure of noncash investing and financing information: | ||
Purchases of property and equipment included in accounts payable | 27 | |
Vesting of common stock subject to repurchase | 4 | $ 6 |
Deferred offering costs included in accounts payable and accrued expenses | $ 114 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Constellation Pharmaceuticals, Inc. (“Constellation” or the “Company”) is a clinical-stage biopharmaceutical company using its expertise in epigenetics to discover and develop novel therapeutics that address serious unmet medical needs in patients with cancers associated with abnormal gene expression or drug resistance. The Company was incorporated in January 2008 as EpiGenetiX, Inc. under the laws of the State of Delaware. On March 31, 2008, the Company changed its name to Constellation Pharmaceuticals, Inc. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. On July 6, 2018, the Company effected a 1-for-11.009 On July 23, 2018, the Company completed an initial public offering (“IPO”) of its common stock and issued and sold 4,000,000 shares of common stock at a public offering price of $15.00 per share, resulting in net proceeds of $52.2 million after deducting underwriting discounts, commissions and offering costs. Upon closing of the IPO, the Company’s outstanding convertible preferred stock automatically converted into shares of common stock (see Note 7). Upon conversion of the convertible preferred stock, the Company reclassified the carrying value of the convertible preferred stock to common stock and additional paid-in The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The balance sheet at December 31, 2017 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed financial statements as of September 30, 2018 and for the three and nine months ended September 30, 2018 and 2017 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2017 included in the Company’s Registration Statement on Amendment No. 1 to Form S-1, No. 333-225822 Concentrations of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains most of its cash and cash equivalents at two accredited financial institutions in amounts that could exceed federally insured limits. Cash equivalents are invested in an institutional money market fund. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and preferred stock warrant liability are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. The carrying value of the Company’s outstanding debt as of December 31, 2017 (see Note 6) approximated fair value (a Level 3 measurement) based on interest rates currently available to the Company. Revenue Recognition On January 1, 2018, the Company adopted the new revenue standard, discussed below under the heading “Recently Adopted Accounting Pronouncements”, which amended revenue recognition principles and provides a single, comprehensive set of criteria for revenue recognition within and across all industries (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the contract(s) with the customer, (ii) identification of the promised goods or services in the contract and determination of whether the promised goods or services are performance obligations, (iii) measurement of the transaction price, (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company accounts for a contract with a customer that is within the scope of ASC 606 when all of the following criteria are met: (i) the arrangement has been approved by the parties and the parties are committed to perform their respective obligations, (ii) each party’s rights regarding the goods or services to be transferred can be identified, (iii) the payment terms for the goods or services to be transferred can be identified, (iv) the arrangement has commercial substance and (v) collection of substantially all of the consideration to which the Company will be entitled in exchange for the goods or services that will be transferred to the customer is probable. The Company estimates the transaction price based on the amount of consideration the Company expects to be received for transferring the promised goods or services in the contract. The consideration may include both fixed consideration and variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of the potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate the transaction price based on which method better predicts the amount of consideration expected to be received. If it is probable that a significant revenue reversal would not occur, the variable consideration is included in the transaction price. For arrangements that include development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates catch-up For sales-based royalties, including milestone payments based on the level of sales, the Company determines whether the sole or predominant item to which the royalties relate is a license. When the license is the sole or predominant item to which the sales-based royalty relates, 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). The Company allocates the transaction price based on the estimated standalone selling price. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Certain variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated to each performance obligation are consistent with the amounts the Company would expect to receive for each performance obligation. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation in order to determine whether the combined performance obligation is satisfied over time or at a point in time. The Company determines the appropriate method of measuring progress of combined performance obligations satisfied over time 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. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company will recognize revenue from non-refundable, up-front The Company receives payments from customers based on billing schedules established in each contract. Up-front Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers 2014-09”), ASC 605-25, Multiple-Element Arrangements ASU 2014-09 ASU 2014-09. ASU 2014-09 In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”), ASU 2017-09 Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), right-of-use For non-public entities ASU 2016-02 ASU 2018-11, Leases catch-up ASU 2016-02, ASU 2016-02 In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”) . ASU 2017-11 In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). non-employees ASU 2018-07 non-public ASU 2018-07 ASU 2014-09. ASU 2018-07 In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), ASU 2018-13 ASU 2018-13. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 3. Fair Value of Financial Assets and Liabilities The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): September 30, 2018 Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 128,475 $ — $ — $ 128,475 $ 128,475 $ — $ — $ 128,475 December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 16,404 $ — $ — $ 16,404 $ 16,404 $ — $ — $ 16,404 Liabilities: Preferred stock warrant liability $ — $ — $ 254 $ 254 $ — $ — $ 254 $ 254 Money market funds were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 1 measurement within the fair value hierarchy. The preferred stock warrant liability represented the fair values of warrants to purchase Series B convertible preferred stock. The fair values of the warrants were based on significant inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. Prior to the IPO, the Company’s valuation of the preferred stock warrants utilized the Black-Scholes option-pricing model, which incorporated assumptions and estimates to value the preferred stock warrants. The Company assessed these assumptions and estimates on a quarterly basis as additional information impacting the assumptions was obtained. The quantitative elements associated with the Company’s Level 3 inputs impacting the fair value measurement of the preferred stock warrant liability included the fair value per share of the underlying convertible preferred stock, the remaining contractual term of the warrants, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying convertible preferred stock. The Company determined the fair value per share of the underlying preferred stock by taking into consideration its most recent sales of its convertible preferred stock as well as additional factors that the Company deemed relevant. The Company historically has been a private company and lacked company-specific historical and implied volatility information of its stock. Therefore, it estimated its expected stock volatility based on the historical volatility of a representative group of public companies in the biotechnology industry for the expected terms. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the expected terms. The Company estimated a 0% dividend yield based on the expected dividend yield and the fact that the Company has never paid or declared dividends. The following table provides a roll forward of the aggregate fair values of the Company’s warrants to purchase convertible preferred stock for which fair value was determined by Level 3 inputs (in thousands): Preferred Stock Warrant Balance at December 31, 2017 $ 254 Change in fair value of warrants recorded in interest expense 110 Reclassification to additional paid-in (364 ) Balance at September 30, 2018 $ — |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 4. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued employee compensation and benefits $ 1,857 $ 1,867 Accrued external research and development expense 3,793 1,347 Accrued professional fees 103 233 Accrued final debt payment — 557 Other 459 225 $ 6,212 $ 4,229 |
Collaboration Agreement
Collaboration Agreement | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration Agreement | 5. Collaboration Agreement The Company has a collaboration agreement (the “LLS Agreement”) with the Leukemia and Lymphoma Society, (“LLS”) pursuant to which LLS committed to provide funding to the Company for research and development services, conditional on (i) the achievement of milestones in accordance with the LLS Agreement and (ii) equal funding being provided by the Company. Through September 30, 2018 and December 31, 2017, the Company received funding totaling $7.4 million and $7.2 million, respectively, from LLS upon the achievement of specified milestones, which were recorded as a reduction of research and development expense. The LLS Agreement requires the Company to make payments to LLS upon the Company’s achievement of specified milestones that could total up to $25.0 million in aggregate (see Note 11). |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt The Company entered into a loan and security agreement with Oxford Finance LLC and Silicon Valley Bank in April 2016 (the “2016 Loan Agreement”), pursuant to which the Company borrowed $11.8 million. The 2016 Loan Agreement obligated the Company to make monthly, interest-only payments until November 1, 2016 and, thereafter, to pay 21 consecutive, equal monthly installments of principal plus interest from November 1, 2016 through July 1, 2018. The 2016 Loan Agreement bore interest at an annual rate of 7.6%. In addition, a final payment equal to 5.0% of the original principal amount was due upon the final principal payment for the tranche, which amount was being accreted over the term of the debt, using the effective interest method. As of December 31, 2017, the total amount accrued included in accrued expenses and other current liabilities was $0.6 million. The effective annual interest rate of the outstanding debt under the 2016 Loan Agreement was approximately 12%. Borrowings under the 2016 Loan Agreement matured on July 1, 2018 and were collateralized by substantially all of the Company’s personal property, other than its intellectual property, and by a negative pledge on intellectual property. The remaining outstanding principal balance and final payment of $1.2 million in aggregate were paid on July 3, 2018 in accordance with the terms of the 2016 Loan Agreement. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 7. Convertible Preferred Stock As of September 30, 2018, the Company had issued Series A, Series B, Series D, Series E, Series E-1 In March 2018, the Company issued and sold an aggregate of 68,500,000 shares of Series F convertible preferred stock (the “Series F Preferred Stock”), at a price of $1.00 per share, for proceeds of $68.4 million, net of issuance costs of $0.1 million. In April 2018, the Company issued and sold an aggregate of 31,250,000 shares of Series F Preferred Stock in two additional closings, at a price of $1.00 per share for proceeds of $31.2 million, net of issuance costs of less than $0.1 million. In connection with the issuance of the Series F Preferred Stock, the holders of the previously outstanding Preferred Stock agreed to remove their cumulative dividend rights and waive certain anti-dilution rights. The Company assessed whether this change to the previously outstanding shares of Series A, B, D, E and E-1 As of December 31, 2017, the Preferred Stock consisted of the following (in thousands, except share amounts): December 31, 2017 Preferred Stock Preferred Stock Carrying Value Liquidation Common Stock Series A preferred stock 32,270,000 32,158,888 $ 32,024 $ 32,159 2,921,133 Series B preferred stock 31,416,665 31,041,665 36,933 37,250 2,819,656 Series D preferred stock 3,125,000 3,125,000 4,938 5,000 283,855 Series E preferred stock 24,810,759 24,810,759 55,749 55,824 2,897,577 Series E-1 27,769,382 27,730,865 43,584 48,529 2,518,915 119,391,806 118,867,177 $ 173,228 $ 178,762 11,441,136 On July 23, 2018, upon the closing of the Company’s IPO, all outstanding convertible preferred stock automatically converted into shares of common stock. Prior to the closing of the IPO, the holders of the Preferred Stock had the following rights and preferences: Voting The holders of Preferred Stock were entitled to vote, together with the holders of common stock, on matters submitted to stockholders for a vote. The holders of Preferred Stock were entitled to the number of votes equal to the number of shares of common stock into which each such share of Preferred Stock could then convert. Conversion Each share of Preferred Stock was convertible at the option of the holder at any time after the date of issuance. Each share of Preferred Stock would have been automatically converted into shares of common stock at the applicable conversion ratio then in effect (i) upon the closing of a firm commitment public offering with at least $35 million of gross proceeds to the Company, and at a price of at least $1.00 per share, subject to appropriate adjustment in the event of any stock split, stock dividend, combination or other similar recapitalization, or, (ii) upon the written consent of at least a majority of the holders of the then-outstanding shares of Preferred Stock voting together as a single class on an as-converted Series E-1 Series E-1 Series E-1 Dividends As of December 31, 2017, the holders of Series E and Series E-1 Series E-1 Series E-1 Series E-1 Series E-1 As of March 22, 2018, the holders of Preferred Stock were no longer entitled to cumulative dividends. Prior to the closing of the IPO, the holders of Series E, Series E-1 non-cumulative Series E-1 Series E-1 non-cumulative Series E-1 Series E-1 Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding-up of Series E-1 Series E-1 Series E-1 After the payment of the full liquidation amounts to the holders of the Series E, Series E-1 Series E-1 Series E-1 Unless the holders of a majority of the then-outstanding shares of Series A, Series B and Series D Preferred Stock, voting together as a single class on an as-converted to Series E-1 as-converted |
Warrants to Purchase Convertibl
Warrants to Purchase Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants to Purchase Convertible Preferred Stock | 8. Warrants to Purchase Convertible Preferred Stock The Company issued warrants to purchase convertible preferred stock in 2013 and 2014 for the purchase of 375,000 shares of Series B Preferred Stock. Upon the closing of the IPO in July 2018, these warrants became warrants to purchase 34,062 shares of common stock at which time the Company reclassified the carrying value of the warrants to additional paid-in Prior to the warrants becoming warrants to purchase common stock, the Company was required to remeasure the fair value of the liability for these preferred stock warrants at each reporting date since their grant date, with any adjustments recorded in interest expense. The warrants outstanding at each reporting date were remeasured using the Black-Scholes option-pricing model, and the resulting change in fair value was recorded in interest expense in the Company’s statements of operations and comprehensive loss. The following table summarizes the Company’s outstanding preferred stock warrants as of December 31, 2017 (in thousands, except share and per share amounts): Issuance Date Term (in Years) Convertible Preferred Stock Number of Preferred Shares Issuable under Warrant Exercise Price Warrant Fair Value as of December 31, 2017 June 28, 2013 10 Series B 125,000 $ 1.20 $ 84 September 30, 2014 10 Series B 250,000 $ 1.20 170 375,000 $ 254 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Equity | 9. Equity Common Stock Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the Company’s board of directors. No dividends have been declared or paid by the Company since its inception. Warrants to Purchase Common Stock As of December 31, 2017, the Company had outstanding warrants to purchase 112,900 shares of common stock with an exercise price of $1.55 per share. Upon the closing of the IPO in July 2018, the Company’s preferred stock warrants became warrants to purchase 34,062 shares of common stock with an exercise price of $13.22 per share. In August 2018, 51,032 warrants with an exercise price of $1.55 per share were exercised. As of September 30, 2018, the Company has outstanding warrants to purchase common stock as follows: Issue Date Term (in years) Exercise Price Number of Common May 23, 2011 10 $ 1.55 61,868 June 28, 2013 10 $ 13.22 11,354 September 30, 2014 10 $ 13.22 22,708 95,930 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation 2008 Stock Incentive Plan The Company’s 2008 Stock Incentive Plan (the “2008 Plan”) provided for the Company to grant incentive stock options or nonqualified stock options, restricted stock, restricted stock units and other equity awards to employees, directors, consultants and advisors of the Company. The 2008 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The board of directors could also delegate to one or more officers of the Company the power to grant awards to employees and certain officers of the Company. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated. Stock options granted under the 2008 Plan with service-based vesting conditions generally vest over four years and expire after ten years. The total number of shares of common stock that were authorized for issuance under the 2008 Plan was 4,039,829 shares. Upon effectiveness of the Company’s 2018 Equity Incentive Plan, the (“2018 Plan”) in July 2018, the remaining 245,557 shares available under the 2008 Plan became available for issuance under the 2018 Plan and no future issuance will be made under the 2008 Plan. Additionally, outstanding options under the 2008 Plan that expired, terminated, are surrendered or canceled without having been fully exercised will be available for future awards under the 2018 Plan. The exercise price for stock options granted is not less than the fair value of common shares as determined by the board of directors as of the date of grant. The Company’s board of directors valued the Company’s common stock, taking into consideration its most recently available valuation of common stock performed by third parties as well as additional factors which may have changed since the date of the most recent contemporaneous valuation through the date of grant. 2018 Equity Incentive Plan In June 2018, the Company’s stockholders approved the 2018 Plan, which became effective on July 18, 2018. The 2018 Plan provides for the grant of incentive stock options, non-qualified 2018 Employee Stock Purchase Plan In June 2018, the Company’s stockholders approved the 2018 Employee Stock Purchase Plan which became effective on July 18, 2018. A total of 272,504 shares of common stock were reserved for issuance under this plan. The number of shares reserved shall be annually increased on January 1, 2020 and each January 1 thereafter through January 1, 2028 by the least of (i) 545,008 shares, (ii) 1% of the number of shares of the Company’s common stock outstanding on the first day of the year or (iii) an amount determined by the Company’s board of directors. Stock Option Issuances During the nine months ended September 30, 2018, the Company granted options to employees, consultants and directors for the purchase of 2,033,142 shares of common stock with a weighted average exercise price of $9.67 per share and a weighted average grant-date fair value of $6.86 per share. Stock-Based Compensation The Company recorded stock-based compensation expense in the following expense categories of its statements of operations and comprehensive loss (in thousands): Three Months Nine Months 2018 2017 2018 2017 Research and development expenses $ 566 $ 158 $ 1,068 373 General and administrative expenses 678 155 1,448 201 Total $ 1,244 $ 313 $ 2,516 $ 574 As of September 30, 2018, total unrecognized compensation cost related to the unvested stock-based awards was $16.6 million, which is expected to be recognized over a weighted average period of 3.4 years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Operating Leases In September 2018, the Company executed the Fourth Amendment to its non-cancellable as non-current restricted The following table summarizes the future minimum payments due under the operating lease as amended, as of September 30, 2018 (in thousands): Year Ending December 31, 2018 (three months ending December 31) $ 608 2019 3,245 2020 2,124 2021 898 2022 152 $ 7,027 Rent expense for each of the three months ended September 30, 2018 and 2017 was $0.6 million. Rent expense for each of the nine months ended September 30, 2018 and 2017 was $1.7 million. Research Agreements The LLS Agreement requires the Company to make certain milestone payments to LLS, that could total up to $25.0 million in the aggregate, upon the receipt of payments by the Company associated with the licensing or transfer of rights to the related compound (or a product) to a third party, upon first regulatory approval of a product in the U.S., or upon the first regulatory approval of a product in Europe or Japan. As of September 30, 2018 and December 31, 2017, no events have occurred that would require payment of the milestones. The Company has several in-license agreements Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its financial statements as of September 30, 2018 or December 31, 2017. Legal Proceedings At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. On January 17, 2017, a participant dosed in one of the Company’s clinical trials filed a complaint against the Company in the United States District Court for the District of Arizona, alleging negligence, lack of informed consent, strict products liability and loss of consortium. The plaintiff is seeking unspecified damages. The Company filed an answer in March 2017 and the case is currently in discovery. The Company believes that it has meritorious defenses and believes the likelihood of a loss is remote. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Numerator: Net loss $ (15,938 ) $ (9,782 ) $ (39,981 ) $ (23,445 ) Plus: Cumulative dividends on convertible preferred stock — (4,818 ) — (13,342 ) Net loss attributable to common stockholders $ (15,938 ) $ (14,600 ) $ (39,981 ) $ (36,787 ) Denominator: Weighted average common shares outstanding, basic and diluted 19,619,239 961,838 7,332,052 957,139 Net loss per share attributable to common stockholders, basic and diluted $ (0.81 ) $ (15.18 ) $ (5.45 ) $ (38.43 ) The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: September 30, 2018 2017 Convertible preferred shares (as converted to common stock) — 11,441,136 Warrants for the purchase of convertible preferred stock (as converted to common stock) — 34,062 Warrants for the purchase of common stock 95,930 112,900 Common stock issued for promissory notes — 229,357 Options to purchase common stock 3,642,747 1,607,810 3,738,677 13,425,265 |
Retirement Plan
Retirement Plan | 9 Months Ended |
Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 13. Retirement Plan The Company has a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The balance sheet at December 31, 2017 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed financial statements as of September 30, 2018 and for the three and nine months ended September 30, 2018 and 2017 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2017 included in the Company’s Registration Statement on Amendment No. 1 to Form S-1, No. 333-225822 |
Concentrations of Credit Risk and of Significant Suppliers | Concentrations of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains most of its cash and cash equivalents at two accredited financial institutions in amounts that could exceed federally insured limits. Cash equivalents are invested in an institutional money market fund. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and preferred stock warrant liability are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. The carrying value of the Company’s outstanding debt as of December 31, 2017 (see Note 6) approximated fair value (a Level 3 measurement) based on interest rates currently available to the Company. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted the new revenue standard, discussed below under the heading “Recently Adopted Accounting Pronouncements”, which amended revenue recognition principles and provides a single, comprehensive set of criteria for revenue recognition within and across all industries (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the contract(s) with the customer, (ii) identification of the promised goods or services in the contract and determination of whether the promised goods or services are performance obligations, (iii) measurement of the transaction price, (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company accounts for a contract with a customer that is within the scope of ASC 606 when all of the following criteria are met: (i) the arrangement has been approved by the parties and the parties are committed to perform their respective obligations, (ii) each party’s rights regarding the goods or services to be transferred can be identified, (iii) the payment terms for the goods or services to be transferred can be identified, (iv) the arrangement has commercial substance and (v) collection of substantially all of the consideration to which the Company will be entitled in exchange for the goods or services that will be transferred to the customer is probable. The Company estimates the transaction price based on the amount of consideration the Company expects to be received for transferring the promised goods or services in the contract. The consideration may include both fixed consideration and variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of the potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate the transaction price based on which method better predicts the amount of consideration expected to be received. If it is probable that a significant revenue reversal would not occur, the variable consideration is included in the transaction price. For arrangements that include development and regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates catch-up For sales-based royalties, including milestone payments based on the level of sales, the Company determines whether the sole or predominant item to which the royalties relate is a license. When the license is the sole or predominant item to which the sales-based royalty relates, 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). The Company allocates the transaction price based on the estimated standalone selling price. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction and the estimated costs. Certain variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated to each performance obligation are consistent with the amounts the Company would expect to receive for each performance obligation. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation in order to determine whether the combined performance obligation is satisfied over time or at a point in time. The Company determines the appropriate method of measuring progress of combined performance obligations satisfied over time 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. If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company will recognize revenue from non-refundable, up-front The Company receives payments from customers based on billing schedules established in each contract. Up-front |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers 2014-09”), 605-25, Multiple-Element Arrangements 2014-09 2014-09. 2014-09 In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting 2017-09”), 2017-09 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), right-of-use For non-public entities ASU 2016-02 ASU 2018-11, Leases catch-up ASU 2016-02, ASU 2016-02 In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”) . ASU 2017-11 In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). non-employees ASU 2018-07 non-public ASU 2018-07 ASU 2014-09. ASU 2018-07 In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), ASU 2018-13 ASU 2018-13. |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): September 30, 2018 Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 128,475 $ — $ — $ 128,475 $ 128,475 $ — $ — $ 128,475 December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 16,404 $ — $ — $ 16,404 $ 16,404 $ — $ — $ 16,404 Liabilities: Preferred stock warrant liability $ — $ — $ 254 $ 254 $ — $ — $ 254 $ 254 |
Fair Values of Warrants to Purchase Convertible Preferred Stock | The following table provides a roll forward of the aggregate fair values of the Company’s warrants to purchase convertible preferred stock for which fair value was determined by Level 3 inputs (in thousands): Preferred Stock Warrant Balance at December 31, 2017 $ 254 Change in fair value of warrants recorded in interest expense 110 Reclassification to additional paid-in (364 ) Balance at September 30, 2018 $ — |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued employee compensation and benefits $ 1,857 $ 1,867 Accrued external research and development expense 3,793 1,347 Accrued professional fees 103 233 Accrued final debt payment — 557 Other 459 225 $ 6,212 $ 4,229 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of convertible Preferred stock | As of December 31, 2017, the Preferred Stock consisted of the following (in thousands, except share amounts): December 31, 2017 Preferred Stock Preferred Stock Carrying Value Liquidation Common Stock Series A preferred stock 32,270,000 32,158,888 $ 32,024 $ 32,159 2,921,133 Series B preferred stock 31,416,665 31,041,665 36,933 37,250 2,819,656 Series D preferred stock 3,125,000 3,125,000 4,938 5,000 283,855 Series E preferred stock 24,810,759 24,810,759 55,749 55,824 2,897,577 Series E-1 27,769,382 27,730,865 43,584 48,529 2,518,915 119,391,806 118,867,177 $ 173,228 $ 178,762 11,441,136 |
Warrants to Purchase Converti_2
Warrants to Purchase Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summarizes of Outstanding Preferred Stock Warrants | The following table summarizes the Company’s outstanding preferred stock warrants as of December 31, 2017 (in thousands, except share and per share amounts): Issuance Date Term Convertible Number of under Warrant Exercise Warrant as of June 28, 2013 10 Series B 125,000 $ 1.20 $ 84 September 30, 2014 10 Series B 250,000 $ 1.20 170 375,000 $ 254 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Warrant Activities | As of September 30, 2018, the Company has outstanding warrants to purchase common stock as follows: Issue Date Term (in years) Exercise Price Number of Common May 23, 2011 10 $ 1.55 61,868 June 28, 2013 10 $ 13.22 11,354 September 30, 2014 10 $ 13.22 22,708 95,930 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Based Compensation Expense Related to Statements of Operations and Comprehensive Loss | The Company recorded stock-based compensation expense in the following expense categories of its statements of operations and comprehensive loss (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Research and development expenses $ 566 $ 158 $ 1,068 373 General and administrative expenses 678 155 1,448 201 Total $ 1,244 $ 313 $ 2,516 $ 574 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Facility Operating Leases | The following table summarizes the future minimum payments due under the operating lease as amended, as of September 30, 2018 (in thousands): Year Ending December 31, 2018 (three months ending December 31) $ 608 2019 3,245 2020 2,124 2021 898 2022 152 $ 7,027 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Calculations of Basic and Diluted Net Loss per Share | Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Numerator: Net loss $ (15,938 ) $ (9,782 ) $ (39,981 ) $ (23,445 ) Plus: Cumulative dividends on convertible preferred stock — (4,818 ) — (13,342 ) Net loss attributable to common stockholders $ (15,938 ) $ (14,600 ) $ (39,981 ) $ (36,787 ) Denominator: Weighted average common shares outstanding, basic and diluted 19,619,239 961,838 7,332,052 957,139 Net loss per share attributable to common stockholders, basic and diluted $ (0.81 ) $ (15.18 ) $ (5.45 ) $ (38.43 ) |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: September 30, 2018 2017 Convertible preferred shares (as converted to common stock) — 11,441,136 Warrants for the purchase of convertible preferred stock (as converted to common stock) — 34,062 Warrants for the purchase of common stock 95,930 112,900 Common stock issued for promissory notes — 229,357 Options to purchase common stock 3,642,747 1,607,810 3,738,677 13,425,265 |
Nature Of the Business and Ba_2
Nature Of the Business and Basis Of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jul. 23, 2018USD ($)$ / sharesshares | Jul. 06, 2018 | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Reverse stock split ratio | 0.0908 | ||||||
Net proceeds from issuance of initial public offering | $ 55,801 | ||||||
Net losses | $ (15,938) | $ (9,782) | (39,981) | $ (23,445) | $ (35,400) | ||
Accumulated deficit | $ (213,893) | $ (213,893) | $ (173,912) | ||||
IPO [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Stock issued | shares | 4,000,000 | ||||||
Offering price | $ / shares | $ 15 | ||||||
Net proceeds from issuance of initial public offering | $ 52,200 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Total assets | $ 128,475 | $ 16,404 |
Liabilities | ||
Preferred stock warrant liability | 254 | |
Total liabilities | 254 | |
Money Market Funds [Member] | ||
Assets | ||
Cash and cash equivalents | 128,475 | 16,404 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Total assets | 128,475 | 16,404 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Assets | ||
Cash and cash equivalents | $ 128,475 | 16,404 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Preferred stock warrant liability | 254 | |
Total liabilities | $ 254 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Additional Information (Detail) | Sep. 30, 2018 |
Estimated Dividend Yield [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Measurement input | 0 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Fair Values of the Company's Warrants to Purchase Convertible Preferred Stock (Detail) - Preferred Stock Warrant Liability [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Opening balance | $ 254 |
Change in fair value of warrants recorded in interest expense | 110 |
Reclassification to additional paid-in capital in connection with initial public offering | (364) |
Ending balance | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 1,857 | $ 1,867 |
Accrued external research and development expense | 3,793 | 1,347 |
Accrued professional fees | 103 | 233 |
Accrued final debt payment | 557 | |
Other | 459 | 225 |
Accrued expenses and other current liabilities | $ 6,212 | $ 4,229 |
Collaboration Agreement - Addit
Collaboration Agreement - Additional Information (Detail) - LLS Agreement [Member] - USD ($) | Dec. 31, 2017 | Sep. 30, 2018 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Milestone method revenue recognized | $ 7,200,000 | $ 7,400,000 |
Milestone payments maximum amount | $ 25,000,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - 2016 Loan Agreement [Member] - USD ($) $ in Millions | Jul. 03, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Loan amount | $ 11.8 | ||
Frequency of periodic payment | To pay 21 consecutive, equal monthly installments | ||
Annual interest rate | 7.60% | ||
Percentage of original principal amount as final payment | 5.00% | ||
Accrued interest | $ 0.6 | ||
Effective interest rate | 12.00% | ||
Loan Agreement maturity date | Jul. 1, 2018 | ||
Repayment of debt | $ 1.2 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Detail) - USD ($) | Jul. 23, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Temporary Equity [Line Items] | ||||||
Number of shares issued | 0 | 118,867,177 | ||||
Proceeds from issuance of shares | $ 99,606,000 | $ 24,231,000 | ||||
Issuance cost | $ 3,524,000 | |||||
Cumulative dividends rate | 8.00% | 8.00% | ||||
Dividend declared or paid | $ 0 | $ 0 | ||||
Cumulative undeclared and unpaid dividends | $ 76,600,000 | |||||
Series F Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Number of shares issued | 31,250,000 | 68,500,000 | ||||
Price per share | $ 1 | $ 1 | $ 1 | |||
Proceeds from issuance of shares | $ 31,200,000 | $ 68,400,000 | ||||
Issuance cost | $ 100,000 | $ 100,000 | ||||
Conversion price | 11.01 | |||||
Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Price per share | $ 1 | |||||
Minimum amount of IPO proceeds for automatic conversion | $ 35,000,000 | |||||
Series A Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Number of shares issued | 32,158,888 | |||||
Price per share | $ 1 | |||||
Conversion price | 11.01 | |||||
Series B Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Number of shares issued | 31,041,665 | |||||
Price per share | 1.20 | |||||
Conversion price | 13.21 | |||||
Series D Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Number of shares issued | 3,125,000 | |||||
Price per share | 1.60 | |||||
Conversion price | 17.61 | |||||
Series E Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Number of shares issued | 24,810,759 | |||||
Price per share | 2.25 | |||||
Conversion price | 19.27 | |||||
Series E One Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Number of shares issued | 27,730,865 | |||||
Price per share | 1.75 | |||||
Conversion price | $ 19.27 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of convertible Preferred stock (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Temporary Equity [Line Items] | ||
Preferred Stock Authorized | 0 | 119,391,806 |
Preferred Stock Issued | 0 | 118,867,177 |
Preferred Stock Outstanding | 0 | 118,867,177 |
Carrying Value | $ 173,228 | |
Liquidation Preference | $ 0 | $ 178,762 |
Common Stock Issuable Upon Conversion | 11,441,136 | |
Series A Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Preferred Stock Authorized | 32,270,000 | |
Preferred Stock Issued | 32,158,888 | |
Preferred Stock Outstanding | 32,158,888 | |
Carrying Value | $ 32,024 | |
Liquidation Preference | $ 32,159 | |
Common Stock Issuable Upon Conversion | 2,921,133 | |
Series B Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Preferred Stock Authorized | 31,416,665 | |
Preferred Stock Issued | 31,041,665 | |
Preferred Stock Outstanding | 31,041,665 | |
Carrying Value | $ 36,933 | |
Liquidation Preference | $ 37,250 | |
Common Stock Issuable Upon Conversion | 2,819,656 | |
Series D Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Preferred Stock Authorized | 3,125,000 | |
Preferred Stock Issued | 3,125,000 | |
Preferred Stock Outstanding | 3,125,000 | |
Carrying Value | $ 4,938 | |
Liquidation Preference | $ 5,000 | |
Common Stock Issuable Upon Conversion | 283,855 | |
Series E Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Preferred Stock Authorized | 24,810,759 | |
Preferred Stock Issued | 24,810,759 | |
Preferred Stock Outstanding | 24,810,759 | |
Carrying Value | $ 55,749 | |
Liquidation Preference | $ 55,824 | |
Common Stock Issuable Upon Conversion | 2,897,577 | |
Series E One Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Preferred Stock Authorized | 27,769,382 | |
Preferred Stock Issued | 27,730,865 | |
Preferred Stock Outstanding | 27,730,865 | |
Carrying Value | $ 43,584 | |
Liquidation Preference | $ 48,529 | |
Common Stock Issuable Upon Conversion | 2,518,915 |
Warrants to Purchase Converti_3
Warrants to Purchase Convertible Preferred Stock - Additional Information (Detail) - shares | Sep. 30, 2018 | Jul. 31, 2018 | Dec. 31, 2017 |
Common Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of preferred shares issuable under warrant | 95,930 | ||
Outstanding Warrants | 34,062 | 112,900 | |
Series B Preferred Stock [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of preferred shares issuable under warrant | 375,000 |
Warrants to Purchase Converti_4
Warrants to Purchase Convertible Preferred Stock - Schedule of outstanding preferred stock warrants (Detail) $ / shares in Units, $ in Thousands | Dec. 31, 2017USD ($)$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Fair value of warrants | $ 254 |
Convertible Preferred Stock Series B [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value of warrants | $ 254 |
Number of preferred shares issuable under warrant | shares | 375,000 |
June 28, 2013 Issued Preferred Stock [Member] | Convertible Preferred Stock Series B [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value of warrants | $ 84 |
Warrants exercise price | $ / shares | $ 1.20 |
Number of preferred shares issuable under warrant | shares | 125,000 |
Stock warrants term | 10 years |
September 30, 2014 Issued Preferred Stock [Member] | Convertible Preferred Stock Series B [Member] | |
Class of Warrant or Right [Line Items] | |
Fair value of warrants | $ 170 |
Warrants exercise price | $ / shares | $ 1.20 |
Number of preferred shares issuable under warrant | shares | 250,000 |
Stock warrants term | 10 years |
Equity - Schedule of Warrant Ac
Equity - Schedule of Warrant Activities (Detail) - Common Stock [Member] - $ / shares | 9 Months Ended | ||
Sep. 30, 2018 | Aug. 30, 2018 | Dec. 31, 2017 | |
Class of Warrant or Right [Line Items] | |||
Number of Common Shares Issuable under Warrant | 95,930 | ||
Warrant exercise price | $ 1.55 | $ 1.55 | |
Warrant One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Common Shares Issuable under Warrant | 61,868 | ||
Warrant exercise price | $ 1.55 | ||
Warrant Term | 10 years | ||
Warrant Issue date | May 23, 2011 | ||
Warrant Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Common Shares Issuable under Warrant | 11,354 | ||
Warrant exercise price | $ 13.22 | ||
Warrant Term | 10 years | ||
Warrant Issue date | Jun. 28, 2013 | ||
Warrant Three [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Common Shares Issuable under Warrant | 22,708 | ||
Warrant exercise price | $ 13.22 | ||
Warrant Term | 10 years | ||
Warrant Issue date | Sep. 30, 2014 |
Equity - Additional Information
Equity - Additional Information (Detail) - $ / shares | Aug. 30, 2018 | Jul. 31, 2018 | Dec. 31, 2017 |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Outstanding Warrants | 34,062 | 112,900 | |
Warrants exercised Price | $ 1.55 | $ 1.55 | |
Warrants exercised | 51,032 | ||
IPO [Member] | Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Outstanding Warrants | 34,062 | ||
Warrants exercised Price | $ 13.22 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2018 | Sep. 30, 2018 | Jul. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 2,033,142 | ||
Weighted average exercise price | $ 9.67 | ||
Options granted weighted average grant-date fair value | $ 6.86 | ||
Unrecognized compensation cost unvested stock-based awards | $ 16.6 | ||
Unvested stock based weighted average period | 3 years 4 months 24 days | ||
ESPP [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares reserved for issuance | 272,504 | ||
ESPP [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of common stock available for issuance | 545,008 | ||
Percentage of shares of common stock available for issuance | 1.00% | ||
2008 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting term | 4 years | ||
Expiration period | 10 years | ||
Number of shares reserved for issuance | 4,039,829 | ||
Shares remained available for issuance | 245,557 | ||
2018 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares reserved for issuance | 2,779,544 | ||
Shares remained available for issuance | 1,979,254 | ||
2018 Plan [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of common stock available for issuance | 2,216,368 | ||
Percentage of shares of common stock available for issuance | 4.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense Related to Statements of Operations and Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 1,244 | $ 313 | $ 2,516 | $ 574 |
Research and Development Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 566 | 158 | 1,068 | 373 |
General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 678 | $ 155 | $ 1,448 | $ 201 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments And Contingencies [Line Items] | ||||
Letter of credit as security for leased facility | $ 400,000 | $ 400,000 | ||
Rent expenses | $ 600,000 | $ 600,000 | 1,700,000 | $ 1,700,000 |
License maintenance fees | 100,000 | |||
Contingent milestone payments | 15,700,000 | |||
LLS Agreement [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Milestone payments maximum amount | $ 25,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Commitments under Facility Operating Leases (Detail) $ in Thousands | Sep. 30, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,018 | $ 608 |
2,019 | 3,245 |
2,020 | 2,124 |
2,021 | 898 |
2,022 | 152 |
Operating Leases, Future Minimum Payments Due, Total | $ 7,027 |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculations of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Numerator: | |||||
Net loss | $ (15,938) | $ (9,782) | $ (39,981) | $ (23,445) | $ (35,400) |
Plus: Cumulative dividends on convertible preferred stock | (4,818) | (13,342) | |||
Net loss attributable to common stockholders | $ (15,938) | $ (14,600) | $ (39,981) | $ (36,787) | |
Denominator: | |||||
Weighted average common shares outstanding, basic and diluted | 19,619,239 | 961,838 | 7,332,052 | 957,139 | |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.81) | $ (15.18) | $ (5.45) | $ (38.43) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Detail) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 3,738,677 | 13,425,265 |
Convertible preferred shares (as converted to common stock) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 11,441,136 | |
Warrants for the purchase of convertible preferred stock (as converted to common stock) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 34,062 | |
Warrants for the purchase of common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 95,930 | 112,900 |
Common stock issued for promissory notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 229,357 | |
Options to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 3,642,747 | 1,607,810 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Retirement Benefits [Abstract] | ||||
Matching contributions made | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |