Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 08, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001439725 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-39659 | |
Entity Registrant Name | BIODESIX, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-3986492 | |
Entity Address, Address Line One | 2970 Wilderness Place, | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Boulder | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80301 | |
City Area Code | 303 | |
Local Phone Number | 417-0500 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | BDSX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,541,317 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 9,193 | $ 3,942 | $ 18,528 | $ 16,281 |
Operating expenses | ||||
Direct costs and expenses | 3,891 | 1,503 | 7,346 | 4,244 |
Research and development | 2,706 | 2,359 | 7,713 | 7,966 |
Sales, marketing, general and administrative | 7,879 | 8,212 | 22,793 | 24,080 |
Accretion of contingent consideration | 957 | 896 | 2,901 | 2,525 |
Change in fair value of contingent consideration | (1,944) | 663 | ||
Total operating expenses | 15,433 | 12,970 | 38,809 | 39,478 |
Loss from operations | (6,240) | (9,028) | (20,281) | (23,197) |
Interest expense | (2,658) | (706) | (6,899) | (2,005) |
Other income, net | 53 | 133 | 363 | 1,001 |
Net loss | $ (8,845) | $ (9,601) | $ (26,817) | $ (24,201) |
Net loss per share, basic and diluted | $ (31.93) | $ (39.35) | $ (99.69) | $ (103.87) |
Weighted-average shares outstanding, basic and diluted | 277 | 244 | 269 | 233 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 6,348 | $ 5,286 |
Accounts receivable | 5,396 | 5,292 |
Other current assets | 6,405 | 2,122 |
Total current assets | 18,149 | 12,700 |
Non‑current assets | ||
Property and equipment, net | 3,005 | 2,120 |
Intangible assets, net | 13,667 | 15,092 |
Deposits | 95 | 90 |
Goodwill | 11,631 | 11,631 |
Total non‑current assets | 28,398 | 28,933 |
Total assets | 46,547 | 41,633 |
Current liabilities | ||
Accounts payable | 3,485 | 1,717 |
Accrued liabilities | 6,953 | 4,180 |
Deferred revenue | 5,673 | 1,283 |
Convertible notes payable | 26,600 | 12,159 |
Current portion of note payable | 7,202 | |
Put option liability | 6,650 | 3,261 |
Total current liabilities | 56,563 | 22,600 |
Non‑current liabilities | ||
Warrant liability | 403 | 329 |
Other liabilities | 392 | 358 |
Long‑term notes payable | 17,236 | 23,812 |
Paycheck protection program note payable | 3,099 | |
Contingent consideration | 30,071 | 29,114 |
Total non‑current liabilities | 51,201 | 53,613 |
Total liabilities | 107,764 | 76,213 |
Commitments and contingencies | ||
Convertible Preferred stock | ||
Convertible preferred stock, $0.001 par value, 185,432,719 (2020) and 174,237,067 (2019) authorized; 118,766,273 (2020 and 2019) issued and outstanding; liquidation preference of $202,582 (2020 and 2019) | 193,959 | 193,959 |
Stockholders' deficit | ||
Common stock, $0.001 par value, 220,000,000 (2020) and 190,000,000 (2019) authorized; 289,508 (2020) and 254,918 (2019) issued and outstanding | 2 | 1 |
Additional paid‑in capital | 2,503 | 2,324 |
Accumulated deficit | (257,681) | (230,864) |
Total stockholders' deficit | (255,176) | (228,539) |
Total liabilities, convertible preferred stock, and stockholders' deficit | $ 46,547 | $ 41,633 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized | 185,432,719 | 174,237,067 |
Convertible preferred stock, issued | 118,766,273 | 118,766,273 |
Convertible preferred stock, outstanding | 118,766,273 | 118,766,273 |
Convertible preferred stock, liquidation preference | $ 202,582 | $ 202,582 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 220,000,000 | 190,000,000 |
Common stock, issued | 289,508 | 254,918 |
Common stock, outstanding | 289,508 | 254,918 |
Condensed Statements of Changes
Condensed Statements of Changes in Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Series A-1 Convertible Preferred Stock | Series A-2 Convertible Preferred Stock | Series A-3 Convertible Preferred Stock | Series B Convertible Preferred Stock | Series B-1 Convertible Preferred Stock | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Series E Convertible Preferred Stock | Series F Convertible Preferred Stock | Series G Convertible Preferred Stock | Series H Convertible Preferred Stock |
Balances at Dec. 31, 2018 | $ (198,030) | $ 1 | $ 2,107 | $ (200,138) | |||||||||||
Temporary Equity Balance, Shares at Dec. 31, 2018 | 700,000 | 267,000 | 750,000 | 3,642,000 | 2,999,000 | 2,357,000 | 10,875,000 | 7,640,000 | 19,468,000 | 46,147,000 | 15,228,000 | ||||
Temporary Equity Balance at Dec. 31, 2018 | 183,962 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 17,468 | |||
Common Stock Balance, Shares at Dec. 31, 2018 | 215,000 | ||||||||||||||
Exercise of stock options | 30 | 30 | |||||||||||||
Exercise of stock options, shares | 25,000 | ||||||||||||||
Stock‑based compensation | 31 | 31 | |||||||||||||
Issuance of Series H Preferred Stock | 9,997 | $ 9,997 | |||||||||||||
Issuance of Series H Preferred Stock, shares | 8,695,000 | ||||||||||||||
Net loss | (7,744) | (7,744) | |||||||||||||
Balances at Mar. 31, 2019 | (205,713) | $ 1 | 2,168 | (207,882) | |||||||||||
Temporary Equity Balance, Shares at Mar. 31, 2019 | 700,000 | 267,000 | 750,000 | 3,642,000 | 2,999,000 | 2,357,000 | 10,875,000 | 7,640,000 | 19,468,000 | 46,147,000 | 23,923,000 | ||||
Temporary Equity Balance at Mar. 31, 2019 | 193,959 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 27,465 | |||
Common Stock Balance, Shares at Mar. 31, 2019 | 240,000 | ||||||||||||||
Balances at Dec. 31, 2018 | (198,030) | $ 1 | 2,107 | (200,138) | |||||||||||
Temporary Equity Balance, Shares at Dec. 31, 2018 | 700,000 | 267,000 | 750,000 | 3,642,000 | 2,999,000 | 2,357,000 | 10,875,000 | 7,640,000 | 19,468,000 | 46,147,000 | 15,228,000 | ||||
Temporary Equity Balance at Dec. 31, 2018 | 183,962 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 17,468 | |||
Common Stock Balance, Shares at Dec. 31, 2018 | 215,000 | ||||||||||||||
Net loss | (24,201) | ||||||||||||||
Balances at Sep. 30, 2019 | (222,059) | $ 1 | 2,279 | (224,339) | |||||||||||
Temporary Equity Balance, Shares at Sep. 30, 2019 | 700,000 | 267,000 | 750,000 | 3,642,000 | 2,999,000 | 2,357,000 | 10,875,000 | 7,640,000 | 19,468,000 | 46,147,000 | 23,923,000 | ||||
Temporary Equity Balance at Sep. 30, 2019 | 193,959 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 27,465 | |||
Common Stock Balance, Shares at Sep. 30, 2019 | 255,000 | ||||||||||||||
Balances at Mar. 31, 2019 | (205,713) | $ 1 | 2,168 | (207,882) | |||||||||||
Temporary Equity Balance, Shares at Mar. 31, 2019 | 700,000 | 267,000 | 750,000 | 3,642,000 | 2,999,000 | 2,357,000 | 10,875,000 | 7,640,000 | 19,468,000 | 46,147,000 | 23,923,000 | ||||
Temporary Equity Balance at Mar. 31, 2019 | 193,959 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 27,465 | |||
Common Stock Balance, Shares at Mar. 31, 2019 | 240,000 | ||||||||||||||
Exercise of stock options | 1 | $ 3 | 1 | ||||||||||||
Stock‑based compensation | 49 | 49 | |||||||||||||
Net loss | (6,856) | (6,856) | |||||||||||||
Balances at Jun. 30, 2019 | (212,519) | $ 1 | 2,218 | (214,738) | |||||||||||
Temporary Equity Balance, Shares at Jun. 30, 2019 | 700,000 | 267,000 | 750,000 | 3,642,000 | 2,999,000 | 2,357,000 | 10,875,000 | 7,640,000 | 19,468,000 | 46,147,000 | 23,923,000 | ||||
Temporary Equity Balance at Jun. 30, 2019 | 193,959 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 27,465 | |||
Common Stock Balance, Shares at Jun. 30, 2019 | 243,000 | ||||||||||||||
Exercise of stock options | 16 | 16 | |||||||||||||
Exercise of stock options, shares | 12,000 | ||||||||||||||
Stock‑based compensation | 45 | 45 | |||||||||||||
Net loss | (9,601) | (9,601) | |||||||||||||
Balances at Sep. 30, 2019 | (222,059) | $ 1 | 2,279 | (224,339) | |||||||||||
Temporary Equity Balance, Shares at Sep. 30, 2019 | 700,000 | 267,000 | 750,000 | 3,642,000 | 2,999,000 | 2,357,000 | 10,875,000 | 7,640,000 | 19,468,000 | 46,147,000 | 23,923,000 | ||||
Temporary Equity Balance at Sep. 30, 2019 | 193,959 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 27,465 | |||
Common Stock Balance, Shares at Sep. 30, 2019 | 255,000 | ||||||||||||||
Balances at Dec. 31, 2019 | $ (228,539) | $ 1 | 2,324 | (230,864) | |||||||||||
Temporary Equity Balance, Shares at Dec. 31, 2019 | 118,766,273 | 700,000 | 267,000 | 750,000 | 3,642,000 | 2,999,000 | 2,357,000 | 10,875,000 | 7,640,000 | 19,468,000 | 46,147,000 | 23,923,000 | |||
Temporary Equity Balance at Dec. 31, 2019 | $ 193,959 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 27,465 | |||
Common Stock Balance, Shares at Dec. 31, 2019 | 255,000 | ||||||||||||||
Exercise of stock options | 11 | $ 1 | 10 | ||||||||||||
Exercise of stock options, shares | 20,000 | ||||||||||||||
Net loss | (9,706) | (9,706) | |||||||||||||
Balances at Mar. 31, 2020 | (238,234) | $ 2 | 2,334 | (240,570) | |||||||||||
Temporary Equity Balance, Shares at Mar. 31, 2020 | 700,000 | 267,000 | 750,000 | 3,642,000 | 2,999,000 | 2,357,000 | 10,875,000 | 7,640,000 | 19,468,000 | 46,147,000 | 23,923,000 | ||||
Temporary Equity Balance at Mar. 31, 2020 | 193,959 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 27,465 | |||
Common Stock Balance, Shares at Mar. 31, 2020 | 275,000 | ||||||||||||||
Balances at Dec. 31, 2019 | $ (228,539) | $ 1 | 2,324 | (230,864) | |||||||||||
Temporary Equity Balance, Shares at Dec. 31, 2019 | 118,766,273 | 700,000 | 267,000 | 750,000 | 3,642,000 | 2,999,000 | 2,357,000 | 10,875,000 | 7,640,000 | 19,468,000 | 46,147,000 | 23,923,000 | |||
Temporary Equity Balance at Dec. 31, 2019 | $ 193,959 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 27,465 | |||
Common Stock Balance, Shares at Dec. 31, 2019 | 255,000 | ||||||||||||||
Exercise of stock options, shares | 35,000 | ||||||||||||||
Net loss | $ (26,817) | ||||||||||||||
Balances at Sep. 30, 2020 | $ (255,176) | $ 2 | 2,503 | (257,681) | |||||||||||
Temporary Equity Balance, Shares at Sep. 30, 2020 | 118,766,273 | 700,000 | 266,668 | 750,000 | 3,641,817 | 2,998,852 | 2,356,596 | 10,874,876 | 7,639,556 | 19,468,203 | 46,146,517 | 23,923,188 | |||
Temporary Equity Balance at Sep. 30, 2020 | $ 193,959 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 27,465 | |||
Common Stock Balance, Shares at Sep. 30, 2020 | 290,000 | ||||||||||||||
Balances at Mar. 31, 2020 | (238,234) | $ 2 | 2,334 | (240,570) | |||||||||||
Temporary Equity Balance, Shares at Mar. 31, 2020 | 700,000 | 267,000 | 750,000 | 3,642,000 | 2,999,000 | 2,357,000 | 10,875,000 | 7,640,000 | 19,468,000 | 46,147,000 | 23,923,000 | ||||
Temporary Equity Balance at Mar. 31, 2020 | 193,959 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 27,465 | |||
Common Stock Balance, Shares at Mar. 31, 2020 | 275,000 | ||||||||||||||
Stock‑based compensation | 55 | 55 | |||||||||||||
Net loss | (8,266) | (8,266) | |||||||||||||
Balances at Jun. 30, 2020 | (246,445) | $ 2 | 2,389 | (248,836) | |||||||||||
Temporary Equity Balance, Shares at Jun. 30, 2020 | 700,000 | 267,000 | 750,000 | 3,642,000 | 2,999,000 | 2,357,000 | 10,875,000 | 7,640,000 | 19,468,000 | 46,147,000 | 23,923,000 | ||||
Temporary Equity Balance at Jun. 30, 2020 | 193,959 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 27,465 | |||
Common Stock Balance, Shares at Jun. 30, 2020 | 275,000 | ||||||||||||||
Exercise of stock options | 14 | 14 | |||||||||||||
Exercise of stock options, shares | 15,000 | ||||||||||||||
Stock‑based compensation | 100 | 100 | |||||||||||||
Net loss | (8,845) | (8,845) | |||||||||||||
Balances at Sep. 30, 2020 | $ (255,176) | $ 2 | $ 2,503 | $ (257,681) | |||||||||||
Temporary Equity Balance, Shares at Sep. 30, 2020 | 118,766,273 | 700,000 | 266,668 | 750,000 | 3,641,817 | 2,998,852 | 2,356,596 | 10,874,876 | 7,639,556 | 19,468,203 | 46,146,517 | 23,923,188 | |||
Temporary Equity Balance at Sep. 30, 2020 | $ 193,959 | $ 800 | $ 400 | $ 1,672 | $ 9,907 | $ 9,551 | $ 7,040 | $ 41,266 | $ 32,736 | $ 28,585 | $ 34,537 | $ 27,465 | |||
Common Stock Balance, Shares at Sep. 30, 2020 | 290,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Series H Convertible Preferred Stock | |
Issuance costs | $ 3 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (26,817) | $ (24,201) |
Adjustments to reconcile net loss to net cash, cash equivalents, and restricted cash used in operating activities | ||
Depreciation and amortization | 2,174 | 2,080 |
Amortization of convertible notes debt discount | 4,389 | |
Stock‑based compensation expense | 155 | 125 |
Change in fair value of warrant liability | 31 | |
Change in contingent consideration | 957 | 3,188 |
Accrued interest on notes payable and convertible notes payable | 1,025 | 415 |
Amortization of debt issuance costs | 109 | 109 |
Provision for doubtful accounts | 113 | |
Write off of assets | 16 | |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in acquisitions: | ||
Accounts receivable | (217) | 17 |
Other current assets | (4,283) | 14 |
Other long-term assets | (5) | 10 |
Accounts payable and other accrued liabilities | 5,369 | 1,722 |
Deferred revenue | 4,390 | 508 |
Net cash and cash equivalents and restricted cash used in operating activities | (12,610) | (15,997) |
Cash flows from investing activities | ||
Purchase of property and equipment | (1,483) | (915) |
Patent costs and intangible asset acquisition, net | (151) | (79) |
Payments to acquire Oncimmune | (750) | |
Net cash and cash equivalents and restricted cash used in investing activities | (2,384) | (994) |
Cash flows from financing activities | ||
Proceeds from issuance of series H preferred stock | 10,000 | |
Proceeds from issuance of convertible notes payable | 12,955 | 10,000 |
Proceeds from exercise of common stock options | 25 | 45 |
Proceeds from Paycheck protection program note payable | 3,085 | |
Other | (10) | (14) |
Net cash and cash equivalents and restricted cash provided by financing activities | 16,055 | 20,031 |
Net increase in cash and cash equivalents and restricted cash | 1,061 | 3,040 |
Cash, cash equivalents, and restricted cash ‑ beginning of period | 5,469 | 6,094 |
Cash, cash equivalents, and restricted cash ‑ end of period | 6,530 | $ 9,134 |
Supplemental disclosure of non cash activity | ||
Value of put option recorded at issuance of convertible notes payable | $ 3,389 |
Condensed Statements of Cash _2
Condensed Statements of Cash Flows (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Cash Flows [Abstract] | ||
Cash paid for income taxes | $ 0 | $ 0 |
Cash paid for interest | $ 1,400,000 | $ 1,300,000 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1 - Description of Business and Summary of Significant Accounting Policies (a) Organization and Nature of Operations Biodesix, Inc. (the “Company”), formerly Elston Technologies, Inc., was incorporated in Delaware in 2005. The Company’s headquarters are in Colorado, with laboratories in Colorado, Kansas, and Washington. Biodesix is a data-driven diagnostic solutions company leveraging state of the art technologies with its proprietary artificial intelligence platform to discover, develop, and commercialize solutions for clinical unmet needs, with a primary focus in lung disease. In addition to diagnostic tests, the Company provides biopharmaceutical companies with services that include diagnostic research, clinical trial testing, and the discovery, development, and commercialization of companion diagnostics. In March 2020, the World Health Organization declared the outbreak of COVID-19, a novel strain of coronavirus, a global pandemic. This outbreak is causing major disruptions to businesses and markets worldwide as the virus spreads. The COVID-19 pandemic has disrupted, and the Company expects will continue to disrupt, its operations. In addition, the COVID-19 pandemic also has started to negatively affect, and the Company expects will continue to negatively affect, its non-COVID-19 testing-related revenue and its clinical studies. The extent of the effect on the Company’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, and governmental, regulatory and private sector responses, all of which are uncertain and difficult to predict. Although the Company is unable to estimate the financial effect of the pandemic, at this time, if the pandemic continues over a long period of time, it could have a material adverse effect on the Company’s business, results of operations, financial condition, and cash flows. The condensed financial statements do not reflect any adjustments as a result of the pandemic . As of September 30, 2020, the Company has cash and cash equivalents of $6.3 million, accumulated deficit of $257.7 million, and stockholders’ deficit as of $255.2 million. The Company may seek additional funding through private or public equity financings, collaborations, strategic alliances and marketing, distribution or licensing agreements. If the Company is unable to obtain additional funding, the Company will be forced to delay, reduce or eliminate some or all if its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. The Company believes that it has sufficient cash and cash equivalents, after considering the proceeds from its initial public offering of $63.0 million in October 2020, to fund its operations at least through twelve months following the issuance of these financial statements. The Company is subject to various risks and uncertainties frequently encountered by early stage life science companies. Such risks and uncertainties include, but are not limited to, undeveloped technology, strict regulatory requirements and approval of products, a limited operating history, competition from other service providers, dependence on key personnel, the need for ongoing capital to fund operations, and management of rapid growth. To address these risks, the Company must, among other things, successfully develop its customer base, successfully execute its business and marketing strategy, successfully develop its technology, raise capital on acceptable terms to the Company, and attract, retain, and motivate qualified personnel. There can be no guarantee that the Company will be successful in addressing these or other such risks. (b) Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions of the Securities and Exchange Commission (“SEC”) on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. The accompanying unaudited condensed financial statements include all known adjustments necessary for a fair presentation of the results of interim periods as required by GAAP. These adjustments consist primarily of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Operating results for the period ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Management performed an evaluation of the Company’s activities through the date of the filing of this Quarterly Report on Form 10-Q. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes for the year ended December 31, 2019, which are included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on October 29, 2020 under the Securities Act of 1933, as amended (the “Securities Act”) (c) Reverse Stock Split and Initial Public Offering O n October 19, 2020, the Company obtained approval of an amended and restated certificate of incorporation effecting a 0.1684664-for-1 reverse stock split of its issued and outstanding common stock as converted. All common shares, stock options, and per share information presented in these financial statements and notes thereto have been adjusted, where applicable, to reflect the reverse stock split on a retroactive basis for all periods presented. The per share par value and authorized number of shares of the Company’s common stock were not adjusted as a result of the reverse stock split. The Company’s registration statement on Form S-1 related to its initial public offering (“IPO”) was declared effective by the SEC on October 27, 2020, and the Company’s common stock began trading on the Nasdaq Global Market on October 28, 2020. On October 30, 2020, the Company closed its IPO, in which the Company issued and sold 4,000,000 shares of its common stock, at a price to the public of $18.00 per share. The Company received approximately $63.0 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. In connection with the IPO, all outstanding shares of the Company’s convertible preferred stock and convertible notes payable converted into 21,939,025 shares of common stock. The unaudited condensed financial statements, including share and per share amounts, do not give effect to the IPO or the related conversion of securities into shares of common stock. In addition, the put option liability related to the convertible notes payable was transferred to additional paid-in capital upon the closing of the IPO. (d) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Areas of the financial statements where estimates have the most significant effect include the valuation of contingent consideration and purchased technology related to the Company’s business acquisition, valuation of impairment of goodwill and long-lived assets, stock-based compensation, valuation of put option liabilities, and the valuation allowance related to net deferred tax assets. Actual results could differ from those estimates. (e) Segment Information The Company operates in one operating segment and, accordingly, no segment disclosures have been presented herein. All equipment, leasehold improvements, and other fixed assets are physically located within the United States. (f) Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and/or circumstances from non-owner sources. If the Company had comprehensive gains (losses), they would be reflected in the statement of operations and comprehensive loss and as a separate component in the statement of stockholders’ deficit. There were no elements of comprehensive loss during the nine months ended September 30, 2020 and 2019. (g) Concentration of Risk The Company is subject to credit risk from its accounts receivable related to services provided to its customers. Reimbursement on behalf of customers covered by Medicare accounted for 61% and 58% of the Company’s non-COVID-19 diagnostic test revenue for the nine months ended September 30, 2020 and 2019, respectively and represented 17% and 18% of the Company’s total accounts receivable as of September 30, 2020 and December 31, 2019, respectively. One services customer represented 10% and 44% of the Company’s total accounts receivable balance as of September 30, 2020 and December 31, 2019, respectively. Two diagnostic test customers represented 35% and 0% of the Company’s total accounts receivable balance as of September 30, 2020 and December 31, 2019, respectively. (h) Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits. Included in cash and cash equivalents are money market funds recorded at $ 4.8 million at September 30, 2020 and December 31, 2019. These money market funds were measured using Level 1 inputs. Restricted cash consists of deposits related to the Company’s corporate credit card and a letter of credit related to an operating lease agreement. As of September 30, 2020 and December 31, 2019, the Company had $0.2 million in restricted cash, which was included in other current assets in the accompanying balance sheets. The majority of the Company’s cash and cash equivalents are deposited with one major financial institution in the United States. Deposits with this institution may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash and cash equivalents. (i) Accounts Receivable The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are recorded at carrying value and charged off against the allowance for doubtful accounts when it is determined that recovery is unlikely and cease collection efforts cease. The Company analyzes trade accounts receivable quarterly and considers historic experience, customer creditworthiness, facts and circumstances specific to outstanding balances, and payment terms when evaluating the adequacy of the allowance for doubtful accounts. The Company recorded an allowance for doubtful accounts of $0.2 million as of September 30, 2020 and December 31, 2019, respectively. (j) Inventory Inventories are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consists primarily of supplies, which are consumed when processing tests. The Company does not maintain any finished goods inventory. Inventory balances were $3.2 million and $0.8 million as of September 30, 2020 and December 31, 2019, respectively, and are included in other current assets in the accompanying balance sheets. (k) Property and Equipment Property and equipment are stated at cost. Depreciation is provided utilizing the straight‑line method over the estimated useful lives, ranging from three to five years. (l) Intangible Assets Intangible assets are stated at cost, net of accumulated amortization and include patents, trademarks, and acquired developed technology. Trademarks have an indefinite life and are not being amortized but are reviewed for impairment on an annual basis and more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired. External costs associated with patents are capitalized as long as such efforts are expected to be successful. Upon approval of the patent, the related capitalized costs are amortized over the lesser of the contractual term of the patent or the estimated useful life of 10 years. Acquired developed technology is amortized over a useful life of 9 years. Intangible assets are reviewed for impairment whenever events or changes in circumstances may affect the recoverability of the intangible assets. Such reviews include an analysis of current results and take into consideration the undiscounted value of projected operating cash flows. See Note 2, Business Combinations, for further information. (m) Long‑Lived Assets The Company reviews its long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. The Company has determined that no impairments are necessary for the periods presented. (n) Deferred Rent The Company leases office space under non‑cancelable, long‑term operating leases that include scheduled increases in minimum rents and renewal provisions at the option of the Company. The expense associated with leases that have escalating payment terms is recognized on a straight‑line basis over the lease term. Tenant improvement allowances received from a lessor are recorded as a deferred rent liability and recognized evenly as a reduction to rent expense over the remaining lease term. The portion of the deferred rent liability that will reverse in the next 12 months is not significant to the balance sheets; therefore, the entire amount was recorded as non‑current in the accompanying condensed financial statements. (o) Goodwill Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is not amortized and is tested for impairment at the reporting unit level on an annual basis as of December 31 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform a quantitative two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. The quantitative two-step goodwill impairment review process compares the fair value of the reporting unit in which goodwill resides to its carrying value. Multiple valuation techniques can be used to assess the fair value of the reporting unit. All these techniques include the use of estimates and assumptions that are inherently uncertain. Changes in these estimates and assumptions could materially affect the determination of fair value or goodwill impairment, or both. The Company assessed qualitative factors to determine whether it is more likely than not that the fair value of goodwill exceeded the carrying value. Based on that assessment, there were no events or circumstances in the nine months ended September 30, 2020 and 2019 to indicate that the fair value of goodwill exceeded its carrying value, and thus a quantitative analysis was not performed. The Company did not have any goodwill impairments for the three and nine months ended September 30, 2020 and 2019. (p) Revenue Recognition Revenue is recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenue is generated from the following: • Diagnostic tests. These services are completed upon the delivery of test results to the prescribing physician, which is considered the performance obligation. The fees for such services are billed either to a third party such as Medicare, medical facilities, commercial insurance payers, or to the patient. • Services. These services are generally completed upon the delivery of test results for assay development and testing services, which is considered the performance obligation. Customers for these services are typically large pharmaceutical companies. For the three and nine months ended September 30, 2020 and 2019 , Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Diagnostic tests $ 8,552 $ 3,770 $ 15,798 $ 12,716 Services 641 172 2,730 3,565 Total revenue $ 9,193 $ 3,942 $ 18,528 $ 16,281 Diagnostic test revenue that were reimbursed by Medicare comprised 63% and 57% of non-COVID-19 diagnostic test revenue for the three months ended September 30, 2020 and 2019, respectively. Diagnostic test revenue that were reimbursed by Medicare comprised 61% and 58% of non-COVID-19 diagnostic test revenue for the nine months ended September 30, 2020 and 2019, respectively. Two services customers comprised 53% and 85% of services revenue for the nine months ended September 30, 2020 and 2019, respectively. For the three and nine months ended September 30, 2020, three health care providers comprised 62% and 42% of diagnostic test revenue, respectively. Revenue from diagnostic tests are recognized when the performance obligation is satisfied, which is when a customer receives results of the Company’s tests, occurring generally upon delivery to the requesting physician. Revenue from services are recognized when the performance obligation is satisfied, which is when a customer receives results of the Company’s tests, occurring generally upon the delivery of test results for assay development and testing services. The Company also provides services to patients with whom the Company does not have contracts as defined in ASC 606, Revenue from Contracts with Customers The Company determines the transaction price related to its diagnostic test contracts by considering the nature of the payer and historical price concessions granted to groups of customers. For diagnostic test revenue, the Company estimates the transaction price, which is the amount of consideration it expects to be entitled to receive in exchange for providing services based on its historical collection experience, using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. (q) Deferred Revenue Deferred revenue has historically primarily consisted of research, development, and testing services fee payments received in advance. As of September 30, 2020, deferred revenue also includes $ 3.5 (r) Research and Development Expenses and Accrued Research and Development Expenses Expenditures made for research and development are charged to expense as incurred. External costs consist primarily payments to clinical trial sites, sample acquisition costs and laboratory supplies purchased in connection with the Company’s discovery and preclinical activities, process development and clinical development activities. Internal costs consist primary of employee-related costs, facilities, depreciation and costs related to compliance with regulatory requirements . The Company estimates and accrues its expenses resulting from its obligations under contracts with vendors and consultants in connection with conducting research and development activities. The financial terms of these contracts vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s estimates depend on the timeliness and accuracy of the data provided by consultants and vendors regarding the status of each activity. The Company periodically evaluates the estimates to determine if adjustments are necessary or appropriate based on information received. (s) Stock‑Based Compensation The Company accounts for stock‑based compensation arrangements with employees and recognizes compensation expense for stock‑based awards based on the estimated fair value of the awards. Compensation expense for all employee stock‑based awards is based on the estimated grant‑date fair value and recognized as an expense on a straight-line basis over the requisite service period (generally the vesting period). (t) Income Taxes The Company recognizes deferred tax assets and liabilities based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements and net operating loss carryforwards that will result in taxable or deductible amounts in future years. The Company establishes a valuation allowance for all deferred tax assets to the extent it is more likely than not that a deferred tax asset will not be realized. (u) Warrant Liability Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. The issuer must present such liabilities on the balance sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value is recognized in operations. The Company has determined that certain warrants issued to investors and lenders, which are exercisable for shares of the Company’s convertible preferred stock, shall be classified as liabilities due to a contingent redemption provision. (v) Changes in Fair Value of Contingent Consideration In connection with the purchase transaction with Integrated Diagnostics, Inc. (“Indi”), the Company recorded contingent consideration pertaining to the amounts potentially payable to Indi’s shareholder pursuant to the terms of the asset purchase agreement. The fair value of contingent consideration is assessed at each balance sheet date and changes, if any, to the fair value are recognized as operating expenses within the statements of operations. The estimated fair value of the contingent consideration is based upon significant assumptions including probabilities of successful achievement of the related milestone event (“Milestone”), the estimated timing in which the Milestone is achieved, and discount rates. The estimated fair value could materially differ from actual values or fair values determined using different assumptions. (w) Fair Value of Financial Instruments The carrying amounts of financial instruments, including cash and cash equivalents, receivables, other current assets, accounts payable, and accrued liabilities, approximated fair value as of September 30, 2020 and December 31, 2019 because of the relatively short maturity of these instruments. The carrying amounts of long‑term notes payable and convertible notes payable issued approximated fair value as of September 30, 2020 and December 31, 2019 because interest rates on these instruments approximate market interest rates. (x) Business Combinations The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination by assessing whether or not the Company has acquired inputs and processes that have the ability to create outputs. If determined to be a business combination, the Company accounts for business acquisitions under the acquisition method of accounting as indicated in the Financial Accounts Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired and liabilities assumed and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities, and non-controlling interest in the acquiree based on the fair value estimates as of the date of acquisition. In accordance with ASC 805, the Company recognizes and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. (y) Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the unaudited condensed consolidated statement of operations. Upon the IPO closing in October 2020, deferred offering costs were reclassified to additional paid-in capital, representing a reduction in IPO proceeds. As of September 30, 2020 and December 31, 2019, the Company had deferred offering costs of $1.4 million and $0, respectively, which are included in other current assets in the accompanying balance sheets. (z) Recently Issued Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC Topic 842). The new guidance maintains two classifications of leases: finance leases, which replace capital leases, and operating leases. Lessees will need to recognize a right-of-use asset and a lease liability on the statement of financial position for those leases previously classified as operating leases under the old guidance. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for direct costs. The accounting standard will be effective for the Company beginning January 1, 2022. The Company is currently evaluating the impact of the lease guidance on the Company’s financial statements. (aa) Net loss per share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the convertible preferred stock, common stock options, restricted stock units, preferred stock warrants and convertible debt are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities as the convertible preferred stock is considered a participating security. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods. The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Numerator Net loss attributable to common stockholders $ (8,845 ) $ (9,601 ) $ (26,817 ) $ (24,201 ) Denominator Weighted-average shares outstanding used in computing net loss per share, basic and diluted 277 244 269 233 Net loss per share, basic and diluted $ (31.93 ) $ (39.35 ) $ (99.69 ) $ (103.87 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive for the three and nine month periods ended September 30, 2020 and 2019 (in thousands): Nine months ended September 30, 2020 2019 Options to purchase common stock 2,843 2,010 Convertible preferred stock 119,257 119,257 Warrants 613 2,440 Restricted stock units 79 26 Convertible debt (1) 20,746 16,240 Total 143,538 139,973 (1) The number of common shares that convertible debt was assumed to convert to was based on the Company’s estimated common stock price as of September 30, 2020, as determined by the Company’s board of directors (“Board of Directors”) with assistance from a valuation firm. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Note 2 – Business Combinations Oncimmune Limited On October 31, 2019, the Company purchased select assets and liabilities from Oncimmune Limited (“Oncimmune”) for total consideration of $1.2 million payable in quarterly installments commencing 30 days following the closing of the transaction. Concurrent with the Oncimmune purchase, the Company acquired an option to license rights within the United States to an additional indication for their product for $9.0 million. This option, which is exclusive to the Company, expires on the earlier of 30 days following Food and Drug Administration approval or December 31, 2020. As of September 30, 2020, (a) the full $1.2 million has been paid-out and (b) the Company notified Oncimmune that it will not exercise this option for expansion of the field of use. The Company accounted for the transaction as a business combination in accordance with ASC 805. As such, the assets acquired and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill. The goodwill associated with the acquisition is the result of expected synergies, an increase in future revenue as a result of,the expansion of the technology into additional markets, and lower future operating expenses. The following summarizes the aggregate consideration paid by the Company and the allocation of the purchase price (in thousands): Cash $ 1,206 Total fair value of consideration transferred $ 1,206 Deposit $ 6 Inventory 14 Property and equipment 241 Purchase option 121 Goodwill 827 Accrued liabilities (3 ) $ 1,206 As of December 31, 2019, the Company has finalized its accounting for this business combination. Integrated Diagnostics, Inc. On June 30, 2018, the Company purchased select assets and liabilities from Indi for total consideration of $27.6 million, consisting of $8.0 million (10,649,604 shares) of the Company’s Series G Preferred Stock and contingent consideration with an initial fair value of $19.6 million. The 10,649,904 shares issued at closing include 2,129,981 shares that were deposited in an escrow account to be used to satisfy any indemnification obligations of Indi that may arise. The Company accounted for the transaction as a business combination in accordance with ASC 805. As such, the assets acquired and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill. The estimated fair values of acquired assets and assumed liabilities were determined by management with the assistance of an independent third party. The goodwill associated with the acquisition is the result of expected synergies, an increase in future revenues as a result of the expansion of the technology into additional markets, as well as lower future operating expenses. The following summarizes the aggregate consideration paid by the Company and the allocation of the purchase price (in thousands): Preferred stock issued - 10,694,904 shares $ 7,987 Contingent consideration 19,600 Total fair value of consideration transferred $ 27,587 Prepaid expenses and other assets $ 50 Inventory 394 Property and equipment 316 Technology 16,900 Goodwill 10,804 Liabilities (877 ) $ 27,587 The acquisition of Indi included a contingent consideration arrangement that requires additional consideration to be paid by the Company to Indi based on the Milestone of the attainment of a three consecutive month gross margin target of $2 million within a seven-year The fair value of $19.6 million contingent consideration recognized on the acquisition date was estimated by management with the assistance of an independent third party. These fair value measurements were based on significant inputs not observable in the market and thus represent Level 3 fair value measurements. See Note 3, Fair Value Accounting, for a discussion of the fair value of the contingent consideration and changes in fair value subsequent to the acquisition date. Intangible assets acquired, amortization method and estimated useful lives as of June 30, 2018 was as follows (dollars in thousands): Useful Life Amortization Method Fair Value Technology 9 years Straight-line $ 16,900 The technology acquired from Indi consisted of the technology and related know-how of the XL2 test which Indi had developed. The fair value of the technology was estimated by applying a multi-period excess earnings method. The results of this method are based on significant inputs that are not observable in the market, or Level 3 inputs (see discussion of the fair value hierarchy in Note 3). Key assumptions included (a) projected revenue and related profitable attributable to the acquired technology over the estimated life of the acquired technology and (b) a discount rate of 37.5%. As of December 31, 2018, the Company had finalized its accounting for this business combination. |
Fair Value Accounting
Fair Value Accounting | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Accounting | Note 3 - Fair Value Accounting The Company accounts for certain assets and liabilities that are required to be recorded at fair value under a framework for measuring fair value that requires enhanced disclosures about fair value measurements. This framework requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities; Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables set forth by level, within the fair value hierarchy, the Company's liabilities measured at fair value on a recurring basis (in thousands): September 30, 2020: Description Level 1 Level 2 Level 3 Total Warrant liability $ — $ — $ 403 $ 403 Contingent value rights $ — $ — $ — $ — Contingent consideration $ — $ — $ 30,071 $ 30,071 Put option liability $ — $ — $ 6,650 $ 6,650 December 31, 2019: Description Level 1 Level 2 Level 3 Total Warrant liability $ — $ — $ 372 $ 372 Contingent value rights $ — $ — $ 60 $ 60 Contingent consideration $ — $ — $ 29,114 $ 29,114 Put option liability $ — $ — $ 3,261 $ 3,261 Due to the unobservable inputs needed to calculate the fair value of these balances, these liabilities are classified as Level 3 liabilities. The following is a reconciliation of the beginning and ending balances for the nine-month period ended September 30, 2020 for assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands): Warrant liability Beginning balance $ 372 Issuances — Exercises — Change in fair value 31 Ending balance $ 403 Contingent value rights Beginning balance $ 60 Issuances — Exercises — Change in fair value (60 ) Ending balance $ — Put option liability Beginning balance $ 3,261 Additions 3,389 Ending balance $ 6,650 Contingent consideration Beginning balance $ 29,114 Additions — Changes in fair value (1,944 ) Accretion 2,901 Payments — Ending balance $ 30,071 There were no changes to the valuation methods during the months presented. See Note 11 for further discussion of preferred stock warrants. In addition to the shares of Series F Preferred Stock that were issued in January 2016, investors who purchased more than their pro‑rata amount in the financing described above received a calculated number of contingent value rights ("CVRs"), but only to the extent that the total amount raised in the financing exceeded $20,202,323. One CVR represents 0.00375% of the Company's interest in the drug ficlatuzumab (see Note 8). In connection with the Series F financing, the Company issued 3,999 CVRs originally valued at $0.5 million. The initial estimated value of the CVRs were recorded as a liability and as a reduction to the Series F proceeds. Upon receipt by the Company or a milestone, royalty, or any other type of payment from the Company’s ownership rights in the drug, the Company will make a cash payment to the CVR holders equal to 15% of net proceeds, as defined. In addition, the CVRs will be adjusted to their estimated fair values each reporting period. In September 2020, the Company exercised its opt-out right with AVEO (as defined below) for the of payment of 50% of development and regulatory costs for ficlatuzumab which will be effective December 2, 2020. At September 30, 2020, the Company recorded a liability of $0.3 million for the remainder of these development and regulatory costs. The value of these CVRs was $0 as of September 30, 2020. The put option liability was valued based on the calculated returns as a result of the various discounts included in the Company’s convertible notes payable and the related probability assessments of the various settlement scenarios that the discounts apply to. See Note 5 for further disclosure of the discounts and settlement scenarios. Contingent Consideration In connection with the transaction with Indi, the Company recorded contingent consideration pertaining to the amounts potentially payable to Indi's selling shareholders pursuant to the Asset Purchase Agreement (See Note 2). Contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions the Company believes would be made by a market participant. The Company assesses these estimates on an on-going basis as additional data impacting the assumptions is obtained. Future changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within the statements of operations. Contingent consideration may change significantly as development progresses and additional data are obtained, impacting the Company’s assumptions regarding probabilities of successful achievement of related Milestone used to estimate the fair value of the liability and the timing in which they are expected to be achieved. In evaluating the fair value information, considerable judgment is required to interpret the market data used to develop the estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques could result in materially different fair value estimates. The fair value of the Company's contingent consideration liability was estimated using significant unobservable inputs. The fair value of $19.6 million contingent consideration recognized on the acquisition date was estimated by management with the assistance of an independent third party. Changes in the fair value measurement each period reflect the passage of time as well as the impact of adjustments, if any, to the likelihood of achieving the specified targets. Contingent consideration is recorded in the balance sheets in long-term liabilities. The change to contingent consideration during the three and nine months ended September 30, 2020 was primarily due to $1.0 million and $2.9 million, respectively, resulting from the accretion of the liability offset by $0 and $1.9 million due to the impact of the deceleration of expected revenue and decreases in expected costs, respectively. The $3.2 million change to the contingent consideration during the nine months ended September 30, 2019 was primarily due to $0.7 million resulting from the impact of the acceleration of expected revenue and decreases in expected costs as a result of events occurring after the acquisition date, as well as $2.5 million resulting from the from the accretion of the liability. For the three months ended September 30, 2019, there was a $0.9 million change to the contingent consideration resulting from the accretion of the liability. The significant unobservable inputs used in the measurement of fair value of the Company’s contingent consideration are probabilities of successful achievement of the Milestone, the period in which the Milestone is expected to be achieved and discount rates ranging from 12.2% to 13.5%. Significant increases or decreases in any of these inputs would result in a significantly higher or lower fair value measurement. |
Balance Sheet Disclosures
Balance Sheet Disclosures | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Disclosures | Note 4 - Balance Sheet Disclosures Property and equipment consist of the following (in thousands): September 30, 2020 December 31, 2019 Lab equipment $ 5,741 $ 4,221 Leasehold improvements 1,778 1,894 Computer equipment 871 869 Furniture and fixtures 424 427 Software 633 503 Construction in process 40 592 9,487 8,506 Less accumulated depreciation (6,482 ) (6,386 ) Total property and equipment $ 3,005 $ 2,120 Depreciation expense for each of the three and nine months ended September 30, 2020 and 2019 was $$0.2 million and 0.6 million, respectively. Intangible assets consist of the following (in thousands): September 30, 2020 December 31, 2019 Patents $ 1,393 $ 1,245 Less accumulated amortization (475 ) (411 ) $ 918 $ 834 Purchased technology $ 16,900 $ 16,900 Less accumulated amortization (4,225 ) (2,817 ) $ 12,675 $ 14,083 Purchase option — $ 121 Less accumulated amortization — (17 ) $ — $ 104 Trademarks (indefinite life) $ 74 $ 71 Total intangible assets $ 13,667 $ 15,092 The Company recorded amortization expense of $0.5 million and $1.6 million for the three and nine months ended September 30, 2020, respectively, and $0.5 million and $1.5 million for the three and nine months ended September 30, 2019, respectively. Amortization related to the remaining net intangible assets is scheduled to amortize as follows (in thousands): Year Ending December 31, Remainder of 2020 $ 489 2021 1,944 2022 1,938 2023 1,936 2024 1,927 Thereafter 5,359 Total future amortization expense $ 13,593 Accrued liabilities consist of the following (in thousands): September 30, 2020 December 31, 2019 Compensation related accruals $ 2,688 $ 1,165 Accrued clinical trial expense 699 620 Other expenses 3,566 2,352 Warrant liability, current — 43 Total accrued liabilities $ 6,953 $ 4,180 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 5 - Convertible Notes Payable In March 2020, the Company issued $10 million of convertible notes (the “March 2020 Notes”) scheduled to mature in August 2020 common stock in an IPO. The conversion price would be equal to 80 % of the price per share paid for the preferred stock in the Qualified Financing or common stock sold in an IPO. The discounts on the automatic conversions created a put option liability that was separated from the March 2020 Notes. The estimated value of the put option liability as of the issuance of the March 2020 Notes was $ 2.5 million. The put option liability was reflected as a debt discount on the March 2020 Notes which is being amortized over the term of the March 2020 Notes. The re was no unamortized debt discount as of September 30, 2020. Following the closing of the IPO in October 2020, the March 2020 Notes automatically converted into 703,503 shares of our common stock at a conversion price of $ 14.40 , which is equal to 80 % of the price per share paid for the common stock sold in the IPO . In December 2019, the Company issued $6 million of convertible notes (the “December 2019 Notes”) that were scheduled to mature in August 2020 0 In August and September 2019 (the “August 2019 Notes”), the Company issued $10 million of convertible notes that were scheduled to mature in August 2020 In connection with the issuance of the December 2019 Notes, the conversion price on the August 2019 Notes was amended to 80% of the price per share paid for the preferred stock in the Qualified Financing or common stock in an IPO. In addition, the conversion price to Series H preferred stock at the maturity date was amended to be 80% of the Series H original issuance price of $1.15 per share. The changes to the discounts on the conversions of the August 2019 Notes created an increase to the put option liability on the August 2019 Notes of $2 million to a total estimated value of $2.5 million as of December 31, 2019. The increase in the value of the put option liability was reflected as a change in put option in the 2019 statement of operations. A summary of convertible notes payable is as follows (in thousands): September 30, 2020 December 31, 2019 March 2020 Notes $ 10,000 $ — December 2019 Notes 6,000 3,045 August 2019 Notes 10,000 10,000 Accrued interest 600 114 Unamortized debt discount — (1,000 ) $ 26,600 $ 12,159 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 6 – Long-Term Debt Paycheck Protection Program Note Payable In April 2020, the Company entered into a loan pursuant to the Paycheck Protection Program under the CARES Act, as administered by the U.S. Small Business Administration (the “SBA”). The loan, in the principal amount of $3.1 million (the “PPP Loan”), was disbursed by JPMorgan Chase Bank (“Lender”) pursuant to a Paycheck Protection Program Promissory Note and Agreement (the “Note and Agreement”). The PPP Loan matures on the two-year anniversary of the funding date and bears interest at a fixed rate of 1.00% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (as discussed below), will commence after the ten-month anniversary of the funding date. The Company did not provide any collateral or guarantees in connection with the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The Note and Agreement provides for customary events of default, including those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company may prepay the principal of the PPP Loan at any time without incurring any prepayment charges. All or a portion of the PPP Loan may be forgiven by the SBA and the Lender upon application by the Company. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, and covered utilities during the eight-week period beginning on the approval date of the PPP Loan. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee earning more than $100,000, prorated annually. Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. The Company cannot assure that the PPP Loan will be forgiven, in whole or in part. The Company accounts for the PPP Loan as debt in accordance with FASB ASC 470, Debt Note Payable In February 2018, the Company extinguished a Note that originated in 2013 (the “2013 Notes”) through the issuance of new long-term debt with Innovatus Life Sciences Lending Fund (“Innovatus”) (the “2018 Notes”). The lender for the 2018 Notes is also a holder of the Company’s Series G preferred stock. The initial amount borrowed under the 2018 Notes was $23 million and the maturity date is February 2023 The loan may be prepaid by the Company at any time, subject to a prepayment penalty of up to 3% of the principal amount, depending on the date of prepayment. Upon payment of the 2018 Notes at maturity or prepayment on any earlier date, unless waived, a 2% back-end facility fee will apply to the amounts paid or prepaid. The 2% fee is being recorded as additional interest expense over the term of the 2018 Notes. The 2018 Notes are senior to all of the Company’s other indebtedness including any contingent consideration payable to Indi. The 2018 Notes contain customary affirmative covenants, including covenants regarding compliance with applicable laws and regulations, payment of taxes, insurance coverage, notice of certain events, and reporting requirements. Further, the 2018 Notes contain customary negative covenants limiting the ability of the Company to, among other things, to incur future debt, transfer assets except for the ordinary course of business, make acquisitions, make certain restricted payments, and sell assets, subject to certain exceptions. In addition, the 2018 Notes require the Company to comply with a minimum daily liquidity covenant and a rolling monthly revenue requirement. Failure to comply with the covenants and loan requirements may result in early amortization of the loan in a 24- or 36-month payment schedule. As of September 30, 2020, the Company was not in default under the terms of the 2018 Notes. In accordance with the 2018 Notes, the Company granted the lender a security interest in all of the Company’s assets through a pledge and security agreement, patent security agreement and trademark security agreement, each between the Company and the lender. Long-term notes payable as of September 30, 2020 and December 31, 2019 was as follows (in thousands): 2020 2019 2018 Notes $ 24,543 $ 24,088 Other 6 12 Final payment fee 238 170 Unamortized debt discount and debt issuance costs (349 ) (458 ) 24,438 23,812 Less: current maturities (7,202 ) — Long-term notes payable $ 17,236 $ 23,812 Maturities of long-term obligations as of September 30, 2020 are as follows (in thousands): Year Ending December 31, Remainder of 2020 $ — 2021 10,318 2022 12,199 2023 2,270 2024 — Thereafter — $ 24,787 In connection with entering into the 2018 Notes, the Company issued to the lender a warrant to purchase 613,333 shares of Series G convertible preferred stock, at an exercise price of $0.75 per share, subject to adjustment upon specified dilutive issuances. The warrant was immediately exercisable upon issuance and expires on February 23, 2028. The fair value of the warrant on the issuance date of $0.3 million was recorded as a debt discount and as a preferred stock warrant liability. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 - Income Taxes Since inception, the Company has incurred net taxable losses, and accordingly, no current provision for income taxes has been recorded. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | Note 8 – Commitments Leases The Company leases facilities under non‑cancelable operating leases. Rent expense was $1.5 million and $1.6 million for the nine months ended September 30, 2020 and 2019, respectively, and was inclusive of common area maintenance charges. Future minimum lease payments for operating lease obligations, net of sublease income are as follows as of September 30, 2020 (in thousands): Year Ending December 31, Remainder of 2020 $ 246 2021 828 2022 729 2023 112 2024 — Thereafter — $ 1,915 Co‑Development Agreement In April 2014 and amended in October 2016, the Company entered into a worldwide agreement with AVEO Oncology ("AVEO") to develop and commercialize AVEO's hepatocyte growth factor inhibitory antibody ficlatuzumab with the Company's proprietary companion diagnostic test, BDX004, a version of the Company’s serum protein test that is commercially available to help physicians guide treatment decisions for patients with advanced non‑small cell lung cancer ("NSCLC"). Under the terms of the agreement, AVEO will conduct a proof‑of‑concept (“POC”) clinical study of ficlatuzumab for NSCLC in which BDX004 will be used to select clinical trial subjects (the “NSCLC POC Trial”). The Company and AVEO will share equally in the costs of the NSCLC POC Trial, and each will be responsible for 50% of development and regulatory costs associated with all future clinical trials agreed upon by the Company and AVEO. The Company and AVEO continue to conduct POC clinical trials of ficlatuzumab in combination with BDX004 with each responsible for 50% of development and regulatory costs. In September 2020, the Company exercised its opt-out right with AVEO for the payment of 50% of development and regulatory costs for ficlatuzumab which will be effective December 2, 2020. The Company estimates it has $0.3 million in remaining obligations related to the AVEO agreement as of the opt-out date. Following the effective date, the Company will be entitled to a 10% royalty of net sales of ficlatuzumab and 25% of license income generated from the licensing of ficlatuzumab from AVEO. Expenses related to this agreement for the three and nine months ended September 30, 2020 and 2019 were approximately $0.3 million and $1.0 million, and $0.7 million and $0.9 million, respectively. License Agreement In August 2019, we entered into a non-exclusive license agreement with Bio-Rad Laboratories, Inc. (“Bio-Rad”) (“the Bio-Rad License”). Under the terms of the Bio-Rad License, the Company received a non-exclusive license, without the right to grant sublicenses, to utilize certain of Bio-Rad’s intellectual property, machinery, materials, reagents, supplies and know-how necessary for the performance of Droplet Digital PCR (ddPCR) in cancer detection testing for third parties in the United States. The Company also agreed to purchase all of the necessary supplies and reagents for such testing exclusively from Bio-Rad, pursuant to a separately executed supply agreement (the “Supply Agreement”) with Bio-Rad. As further consideration for the non-exclusive license, the Company agreed to pay a royalty of 2.5% on the net revenue received for the performance of such ddPCR testing collected from third parties. The Bio-Rad License expires in August 2024. Either party may terminate for the other’s uncured material breach or bankruptcy events. Bio-Rad may terminate the Bio-Rad License if the Company does not purchase licensed products under the Supply Agreement for a consecutive twelve-month period or for any material breach by us of the Supply Agreement. The Company incurred royalty expense of $0.1 million and $0 for the nine months ended September 30, 2020 and 2019, respectively, under the Bio-Rad License. Revenue Share Agreement As part of the acquisition of Oncimunne, the Company entered into several agreements to govern the relationship between the parties. The Company agreed to a revenue share payment related to an acquired diagnostic test of 8% of recognized revenue for non-screening tests up to an annual minimum volume and 5% thereafter, with an escalating minimum through the first four years of sales. Revenue share expenses of $0 and $0.2 million were incurred for the three and nine months ended September 30, 2020, respectively. |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2020 | |
Class Of Stock Disclosures [Abstract] | |
Convertible Preferred Stock | Note 9 - Convertible Preferred Stock The following table details, by series, the Company's convertible preferred stock at September 30, 2020 (in thousands, except shares and original issue price): Series Shares Authorized Shares Issued and Outstanding Defined Original Issue Price Liquidation Preference Series H 53,031,883 23,923,188 $ 1.15 $ 27,512 Series G 76,464,035 46,146,517 0.75 34,610 Series F 19,468,203 19,468,203 1.50 29,202 Series E 13,972,954 7,639,556 5.00 38,198 Series D 11,781,710 10,874,876 4.00 43,499 Series C 2,356,597 2,356,596 3.00 7,070 Series B‑1 2,998,852 2,998,852 3.20 9,596 Series B 3,641,817 3,641,817 2.75 10,015 Series A‑3 750,000 750,000 2.24 1,680 Series A‑2 266,668 266,668 1.50 400 Series A‑1 700,000 700,000 1.14 800 185,432,719 118,766,273 $ 202,582 Series H In February and March 2019, the Company issued 8,695,621 shares of Series H Preferred Stock at $1.15 per share for total cash proceeds of $10.0 million. The Company’s convertible preferred stock has been classified as temporary equity in the accompanying balance sheets given that a majority of the Company’s Board of Directors seats are held by convertible preferred stock holders and could cause certain events to occur that are outside of the Company’s control whereby the Company could be obligated to redeem the convertible preferred stock. The Company has not adjusted the carrying values of the convertible preferred stock to the respective liquidation preferences of such shares as the instruments are currently not redeemable and the Company believes it is not probable that the instruments will become redeemable at this point in time. Adjustments to increase the carrying values to the respective liquidation preferences will be made if and when it becomes probable that an event would occur obligating the Company to pay such amounts. Conversion Rights The holders of Series A-1, Series A-2, and Series A-3 (collectively, “Series A”); Series B and Series B-1 (collectively, “Combined Series B”); Series C; Series D; Series E; Series F, Series G, and Series H are entitled to convert their shares into common stock at the option of the holder, at any time, into fully paid and non‑assessable shares of common stock. The number of shares of common stock to which a holder of the Series A, Combined Series B, Series C, Series D, Series E, Series F, Series G, and Series H (collectively, “Series Preferred”) can convert is obtained by multiplying the conversion rate that is in effect by the number of shares of Series Preferred being converted. The conversion rate is determined by dividing the original issue price by the applicable conversion price (initially the original issue price for all classes of Series Preferred except Series B‑1, for which the conversion price is initially $2.75). As a result of the reverse stock split effected in October 2020, the conversion rate for the Series Preferred is 0.1684664 per share. Following the closing of the IPO in October 2020, each share of Series Preferred automatically converted into shares of common stock (based on the then ‑effective Series Preferred conversion price). Dividend Rights The Series Preferred holders are entitled to receive non‑cumulative cash dividends. The dividends are required to be declared by the Board of Directors and are calculated at an annual rate of 8% of the original issue price of the respective Series Preferred shares. Series Preferred holders have the following order of preference on dividends: Series H holders, Series G holders, Series F holders, Series E holders, Series D holders, Series C holders, Combined Series B holders, Series A holders. The Series A holders have preference over the common stockholders. In the event that dividends are paid on any class of Series Preferred, the Company shall pay an additional dividend on all outstanding shares of a higher preference in a per‑share amount on an as‑if‑converted‑to‑common‑stock basis. In the event dividends are paid on any common stock, the Company shall pay an additional dividend on all outstanding shares of Series Preferred stock in a per‑share amount on an as‑if‑converted‑to‑common‑stock basis. Voting Rights The holders of each share of Series Preferred stock have the right to one vote for each share of common stock on an as‑if‑converted basis. When converted, the common stock and Series Preferred stockholders have equal voting and power rights. As long as any Series Preferred stock remains outstanding, a majority vote of the respective class of holders would be required to amend any provisions of the Company's articles of incorporation or bylaws that would adversely affect them. Redemption Series Preferred stockholders are subject to automatic redemption in the consolidation or merger of the Company or sale of all or substantially all of the Company's assets in which the stockholders of the Company immediately prior to the transaction hold less than 50% of the outstanding securities of the surviving entity. Proceeds available for distribution from such transaction will be distributed consistent with a liquidation event. Liquidation In accordance with the articles of incorporation, upon a defined event of acquisition or asset transfer, liquidation, dissolution, or winding up of the Company, any amounts that are available for distribution are to be paid out to its stockholders in the following order of preference, in an amount equal to the per‑share original issue price, plus any accrued, declared, and unpaid dividends: Series H holders, Series G holders, Series F holders, Series E holders, Series D holders, Series C holders, Combined Series B holders, Series A holders. If the assets of the Company are insufficient to make payments in full to a class of holders of preferred stock, in the order of preference previously described, then remaining assets shall be distributed among the holders of that class of preferred stock ratably in proportion to the full amounts to which they would otherwise be respectively entitled and the holders of lower preference shares will receive nothing. Upon payment of all preferential amounts required to be paid to the Series Preferred, the holders of common stock and Series Preferred shall be entitled to receive a ratable portion, calculated on an as‑if‑converted basis, of the remaining assets of the Company available for distribution to its stockholders. |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Options | Note 10 – Stock Options In May 2006, the Company adopted the 2006 Employee, Director, and Consultant Stock Plan (the “2006 Plan’) under which the Company is authorized to grant stock awards to employees, directors, and consultants of the Company. The Company is authorized to grant incentive stock options, non‑statutory stock options, restricted stock awards, restricted stock unit awards, and stock appreciation rights up to 831,389 total shares of stock awards. The award price and vesting terms are determined by the Board of Directors of the Company and evidenced in the award agreement extended to the employee, director, or consultant. The options granted generally terminate ten years from the date of grant and vest over various periods as determined by the Board of Directors of the Company. In February 2016, the Company adopted the 2016 Equity Incentive Plan (“2016 Plan’) as a successor to and continuation of the 2006 Plan. As of February 2016, no additional stock awards may be granted under the 2006 Plan and any unallocated shares remaining available for issuance pursuant to the exercise of options or issuance or settlement of stock awards not previously granted under the 2006 Plan will cease to be available under the 2006 Plan and will be added to the share reserve of the 2016 Plan and be immediately available for issuance pursuant to the stock awards granted in the 2016 Plan. In addition, all outstanding stock awards granted under the 2006 Plan will remain subject to the terms of the 2006 Plan unless they expire, terminate or are forfeited, cancelled or otherwise returned to the Company and will immediately be added to the share reserve and become available for issuance under the 2016 Plan. Under the 2016 Plan, the Company is authorized to grant stock awards to employees, directors, and consultants of the Company. The Company is authorized to grant incentive stock options, non‑statutory stock options, restricted stock awards, restricted stock unit awards, and stock appreciation rights up to 1,431,964 total shares, plus any shares subject to outstanding stock awards granted under the 2006 Plan. The award price and vesting terms are determined by the Board of Directors of the Company and evidenced in the award agreement extended to the employee, director, or consultant. The options granted generally terminate 10 years from the date of grant and vest over various periods as determined by the Board of Directors of the Company. The following table presents the activity for options and restricted stock units (RSUs) outstanding (in thousands, except for weighted average exercise price and weighted average grant date value per share): Stock Options Weighted Average Exercise Price RSUs Weighted Average Grant Date Value Per Share Outstanding ‑ December 31, 2019 1,916 $ 1.73 26 $ 0.78 Granted 829 2.67 53 0.78 Forfeited/canceled (40 ) 0.83 — — Exercised (35 ) 0.53 — — Outstanding ‑ September 30, 2020 2,670 $ 2.05 79 $ 0.78 The following table presents the composition of options outstanding and exercisable as of September 30, 2020 (in thousands, except price and life): Options Outstanding Options Exercisable Life Exercise Prices Number Price* (years)* Number Price* $0.42 - $0.83 1,922 $ 0.65 7.9 711 $ 0.65 $2.61 - $3.74 157 3.15 2.7 136 3.38 $4.39 - $4.45 113 4.39 4.0 113 4.39 $6.83 478 6.83 9.2 307 6.83 Total ‑ September 30, 2020 2,670 $ 2.05 7.7 1,267 $ 2.79 * Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. There were 79,000 and 26,000 restricted stock units outstanding at September 30, 2020 and December 31, 2019, respectively, none of which had vested as of September 30, 2020. Fair Value of Common Stock Prior to the Company’s IPO, the fair value of the Company’s common stock underlying the stock options was determined by the Board of Directors with assistance from management and, in part, on input from an independent third-party valuation firm. The Board of Directors determines the fair value of common stock by considering a number of objective and subjective factors, including valuations of comparable companies, sales of convertible preferred stock, operating and financial performance, the lack of liquidity of the Company’s common stock and the general and industry-specific economic outlook. Subsequent to the Company’s IPO, the fair value of the Company’s common stock is determined based on its closing market price. The fair value of each option grant is estimated on the date of grant using the Black‑Scholes option pricing model with the following weighted average assumptions for the nine months ended September 30, 2020 (dollars in thousands): Approximate risk‑free rate 0.50 % Average expected life 5.63 Dividend yield — % Volatility 77 % Estimated fair value of total options granted $ 362 The Company estimates volatility based on the historical volatility of its peer group and average expected life based on the review of historical exercise behavior of option grants with similar vesting periods. The expense recorded for options granted under the 2016 Plan is net of estimated forfeitures of 10%. The following table presents the impact of employee stock-based compensation expense on statements of income line items for the periods indicated (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Research and development $ 10 $ 10 $ 20 $ 25 Sales, marketing, general and administrative 90 35 135 100 Total stock-based compensation expense $ 100 $ 45 $ 155 $ 125 The unrecognized remaining stock‑based compensation balance for shares issued inside of the 2016 Plan was approximately $0.5 million as of September 30, 2020 which will be amortized over the next three years. As of September 30, 2020, the Company has issued a total of 205,199 stock options outside the 2006 Plan to employees of the Company. These options are issued at the discretion of the Board of Directors of the Company to the Chief Executive Officer and their direct reports who wish to convert all or a portion of their incentive compensation to options. The value of the options at the date of grant was calculated using the Black‑Scholes option pricing model using approximately the same assumptions as in the previous table other than the term, which is approximately five years. As of September 30, 2020, 173,233 options outside of the 2006 Plan are outstanding and exercisable and have a weighted average exercise price of $11.11, a weighted average remaining life of six years, and were fully vested on the grant date. There was no unrecognized remaining stock‑based compensation balance for shares issued outside of the 2006 Plan as of September 30, 2020. |
Warrants for Convertible Prefer
Warrants for Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants for Convertible Preferred Stock | Note 11 – Warrants for Convertible Preferred Stock The Company has issued warrants to purchase shares of preferred stock in conjunction with the sale of certain preferred shares and certain debt issuances. The grant date fair value and fair value at each reporting date of the warrants was determined using the Black‑Scholes option pricing model with weighted average assumptions relatively consistent with those disclosed for stock options above, other than term, which is the contractual term of the warrant and the use of the exercise price and current estimated fair value of the respective series of preferred stock. The preferred warrants are classified as liabilities on the accompanying balance sheets as the underlying preferred stock has a contingent redemption feature. As these warrants are classified as a liability, they are revalued on each reporting date or exercise date, and any change in value is recorded to change in fair value of the warrant liability in the accompanying statements of operations. The following table presents the activity for convertible preferred stock warrants outstanding (in thousands, except weighted average exercise price): Series E Series G Warrants Weighted Average Exercise price Warrants Weighted Average Exercise price Outstanding ‑ December 31, 2019 925 $ 5.00 613 $ 0.75 Granted — — — — Forfeited/canceled (925 ) (5.00 ) — — Exercised — — — — Outstanding ‑ September 30, 2020 — $ — 613 $ 0.75 Weighted average remaining contractual life at September 30, 2020 7.5 years |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 - Subsequent Events In October 2020, the Company closed its IPO. See Note 1 (c) for further disclosure. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization and Nature of Operations | (a) Organization and Nature of Operations Biodesix, Inc. (the “Company”), formerly Elston Technologies, Inc., was incorporated in Delaware in 2005. The Company’s headquarters are in Colorado, with laboratories in Colorado, Kansas, and Washington. Biodesix is a data-driven diagnostic solutions company leveraging state of the art technologies with its proprietary artificial intelligence platform to discover, develop, and commercialize solutions for clinical unmet needs, with a primary focus in lung disease. In addition to diagnostic tests, the Company provides biopharmaceutical companies with services that include diagnostic research, clinical trial testing, and the discovery, development, and commercialization of companion diagnostics. In March 2020, the World Health Organization declared the outbreak of COVID-19, a novel strain of coronavirus, a global pandemic. This outbreak is causing major disruptions to businesses and markets worldwide as the virus spreads. The COVID-19 pandemic has disrupted, and the Company expects will continue to disrupt, its operations. In addition, the COVID-19 pandemic also has started to negatively affect, and the Company expects will continue to negatively affect, its non-COVID-19 testing-related revenue and its clinical studies. The extent of the effect on the Company’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, and governmental, regulatory and private sector responses, all of which are uncertain and difficult to predict. Although the Company is unable to estimate the financial effect of the pandemic, at this time, if the pandemic continues over a long period of time, it could have a material adverse effect on the Company’s business, results of operations, financial condition, and cash flows. The condensed financial statements do not reflect any adjustments as a result of the pandemic . As of September 30, 2020, the Company has cash and cash equivalents of $6.3 million, accumulated deficit of $257.7 million, and stockholders’ deficit as of $255.2 million. The Company may seek additional funding through private or public equity financings, collaborations, strategic alliances and marketing, distribution or licensing agreements. If the Company is unable to obtain additional funding, the Company will be forced to delay, reduce or eliminate some or all if its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. The Company believes that it has sufficient cash and cash equivalents, after considering the proceeds from its initial public offering of $63.0 million in October 2020, to fund its operations at least through twelve months following the issuance of these financial statements. The Company is subject to various risks and uncertainties frequently encountered by early stage life science companies. Such risks and uncertainties include, but are not limited to, undeveloped technology, strict regulatory requirements and approval of products, a limited operating history, competition from other service providers, dependence on key personnel, the need for ongoing capital to fund operations, and management of rapid growth. To address these risks, the Company must, among other things, successfully develop its customer base, successfully execute its business and marketing strategy, successfully develop its technology, raise capital on acceptable terms to the Company, and attract, retain, and motivate qualified personnel. There can be no guarantee that the Company will be successful in addressing these or other such risks. |
Basis of Presentation | (b) Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions of the Securities and Exchange Commission (“SEC”) on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. The accompanying unaudited condensed financial statements include all known adjustments necessary for a fair presentation of the results of interim periods as required by GAAP. These adjustments consist primarily of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Operating results for the period ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Management performed an evaluation of the Company’s activities through the date of the filing of this Quarterly Report on Form 10-Q. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes for the year ended December 31, 2019, which are included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on October 29, 2020 under the Securities Act of 1933, as amended (the “Securities Act”) |
Reverse Stock Split and Initial Public Offering | (c) Reverse Stock Split and Initial Public Offering O n October 19, 2020, the Company obtained approval of an amended and restated certificate of incorporation effecting a 0.1684664-for-1 reverse stock split of its issued and outstanding common stock as converted. All common shares, stock options, and per share information presented in these financial statements and notes thereto have been adjusted, where applicable, to reflect the reverse stock split on a retroactive basis for all periods presented. The per share par value and authorized number of shares of the Company’s common stock were not adjusted as a result of the reverse stock split. The Company’s registration statement on Form S-1 related to its initial public offering (“IPO”) was declared effective by the SEC on October 27, 2020, and the Company’s common stock began trading on the Nasdaq Global Market on October 28, 2020. On October 30, 2020, the Company closed its IPO, in which the Company issued and sold 4,000,000 shares of its common stock, at a price to the public of $18.00 per share. The Company received approximately $63.0 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. In connection with the IPO, all outstanding shares of the Company’s convertible preferred stock and convertible notes payable converted into 21,939,025 shares of common stock. The unaudited condensed financial statements, including share and per share amounts, do not give effect to the IPO or the related conversion of securities into shares of common stock. In addition, the put option liability related to the convertible notes payable was transferred to additional paid-in capital upon the closing of the IPO. |
Use of Estimates | (d) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Areas of the financial statements where estimates have the most significant effect include the valuation of contingent consideration and purchased technology related to the Company’s business acquisition, valuation of impairment of goodwill and long-lived assets, stock-based compensation, valuation of put option liabilities, and the valuation allowance related to net deferred tax assets. Actual results could differ from those estimates. |
Segment Information | (e) Segment Information The Company operates in one operating segment and, accordingly, no segment disclosures have been presented herein. All equipment, leasehold improvements, and other fixed assets are physically located within the United States. |
Comprehensive Loss | (f) Comprehensive Loss Comprehensive loss is defined as the change in equity during a period from transactions and other events and/or circumstances from non-owner sources. If the Company had comprehensive gains (losses), they would be reflected in the statement of operations and comprehensive loss and as a separate component in the statement of stockholders’ deficit. There were no elements of comprehensive loss during the nine months ended September 30, 2020 and 2019. |
Concentration of Risk | (g) Concentration of Risk The Company is subject to credit risk from its accounts receivable related to services provided to its customers. Reimbursement on behalf of customers covered by Medicare accounted for 61% and 58% of the Company’s non-COVID-19 diagnostic test revenue for the nine months ended September 30, 2020 and 2019, respectively and represented 17% and 18% of the Company’s total accounts receivable as of September 30, 2020 and December 31, 2019, respectively. One services customer represented 10% and 44% of the Company’s total accounts receivable balance as of September 30, 2020 and December 31, 2019, respectively. Two diagnostic test customers represented 35% and 0% of the Company’s total accounts receivable balance as of September 30, 2020 and December 31, 2019, respectively. |
Cash, Cash Equivalents, and Restricted Cash | (h) Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits. Included in cash and cash equivalents are money market funds recorded at $ 4.8 million at September 30, 2020 and December 31, 2019. These money market funds were measured using Level 1 inputs. Restricted cash consists of deposits related to the Company’s corporate credit card and a letter of credit related to an operating lease agreement. As of September 30, 2020 and December 31, 2019, the Company had $0.2 million in restricted cash, which was included in other current assets in the accompanying balance sheets. The majority of the Company’s cash and cash equivalents are deposited with one major financial institution in the United States. Deposits with this institution may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash and cash equivalents. |
Accounts Receivable | (i) Accounts Receivable The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are recorded at carrying value and charged off against the allowance for doubtful accounts when it is determined that recovery is unlikely and cease collection efforts cease. The Company analyzes trade accounts receivable quarterly and considers historic experience, customer creditworthiness, facts and circumstances specific to outstanding balances, and payment terms when evaluating the adequacy of the allowance for doubtful accounts. The Company recorded an allowance for doubtful accounts of $0.2 million as of September 30, 2020 and December 31, 2019, respectively. |
Inventory | (j) Inventory Inventories are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consists primarily of supplies, which are consumed when processing tests. The Company does not maintain any finished goods inventory. Inventory balances were $3.2 million and $0.8 million as of September 30, 2020 and December 31, 2019, respectively, and are included in other current assets in the accompanying balance sheets. |
Property and Equipment | (k) Property and Equipment Property and equipment are stated at cost. Depreciation is provided utilizing the straight‑line method over the estimated useful lives, ranging from three to five years. |
Intangible Assets | (l) Intangible Assets Intangible assets are stated at cost, net of accumulated amortization and include patents, trademarks, and acquired developed technology. Trademarks have an indefinite life and are not being amortized but are reviewed for impairment on an annual basis and more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired. External costs associated with patents are capitalized as long as such efforts are expected to be successful. Upon approval of the patent, the related capitalized costs are amortized over the lesser of the contractual term of the patent or the estimated useful life of 10 years. Acquired developed technology is amortized over a useful life of 9 years. Intangible assets are reviewed for impairment whenever events or changes in circumstances may affect the recoverability of the intangible assets. Such reviews include an analysis of current results and take into consideration the undiscounted value of projected operating cash flows. See Note 2, Business Combinations, for further information. |
Long Lived Assets | (m) Long‑Lived Assets The Company reviews its long‑lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. The Company has determined that no impairments are necessary for the periods presented. |
Deferred Rent | (n) Deferred Rent The Company leases office space under non‑cancelable, long‑term operating leases that include scheduled increases in minimum rents and renewal provisions at the option of the Company. The expense associated with leases that have escalating payment terms is recognized on a straight‑line basis over the lease term. Tenant improvement allowances received from a lessor are recorded as a deferred rent liability and recognized evenly as a reduction to rent expense over the remaining lease term. The portion of the deferred rent liability that will reverse in the next 12 months is not significant to the balance sheets; therefore, the entire amount was recorded as non‑current in the accompanying condensed financial statements. |
Goodwill | (o) Goodwill Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is not amortized and is tested for impairment at the reporting unit level on an annual basis as of December 31 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform a quantitative two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. The quantitative two-step goodwill impairment review process compares the fair value of the reporting unit in which goodwill resides to its carrying value. Multiple valuation techniques can be used to assess the fair value of the reporting unit. All these techniques include the use of estimates and assumptions that are inherently uncertain. Changes in these estimates and assumptions could materially affect the determination of fair value or goodwill impairment, or both. The Company assessed qualitative factors to determine whether it is more likely than not that the fair value of goodwill exceeded the carrying value. Based on that assessment, there were no events or circumstances in the nine months ended September 30, 2020 and 2019 to indicate that the fair value of goodwill exceeded its carrying value, and thus a quantitative analysis was not performed. The Company did not have any goodwill impairments for the three and nine months ended September 30, 2020 and 2019. |
Revenue Recognition | (p) Revenue Recognition Revenue is recognized when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenue is generated from the following: • Diagnostic tests. These services are completed upon the delivery of test results to the prescribing physician, which is considered the performance obligation. The fees for such services are billed either to a third party such as Medicare, medical facilities, commercial insurance payers, or to the patient. • Services. These services are generally completed upon the delivery of test results for assay development and testing services, which is considered the performance obligation. Customers for these services are typically large pharmaceutical companies. For the three and nine months ended September 30, 2020 and 2019 , Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Diagnostic tests $ 8,552 $ 3,770 $ 15,798 $ 12,716 Services 641 172 2,730 3,565 Total revenue $ 9,193 $ 3,942 $ 18,528 $ 16,281 Diagnostic test revenue that were reimbursed by Medicare comprised 63% and 57% of non-COVID-19 diagnostic test revenue for the three months ended September 30, 2020 and 2019, respectively. Diagnostic test revenue that were reimbursed by Medicare comprised 61% and 58% of non-COVID-19 diagnostic test revenue for the nine months ended September 30, 2020 and 2019, respectively. Two services customers comprised 53% and 85% of services revenue for the nine months ended September 30, 2020 and 2019, respectively. For the three and nine months ended September 30, 2020, three health care providers comprised 62% and 42% of diagnostic test revenue, respectively. Revenue from diagnostic tests are recognized when the performance obligation is satisfied, which is when a customer receives results of the Company’s tests, occurring generally upon delivery to the requesting physician. Revenue from services are recognized when the performance obligation is satisfied, which is when a customer receives results of the Company’s tests, occurring generally upon the delivery of test results for assay development and testing services. The Company also provides services to patients with whom the Company does not have contracts as defined in ASC 606, Revenue from Contracts with Customers The Company determines the transaction price related to its diagnostic test contracts by considering the nature of the payer and historical price concessions granted to groups of customers. For diagnostic test revenue, the Company estimates the transaction price, which is the amount of consideration it expects to be entitled to receive in exchange for providing services based on its historical collection experience, using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. |
Deferred Revenue | (q) Deferred Revenue Deferred revenue has historically primarily consisted of research, development, and testing services fee payments received in advance. As of September 30, 2020, deferred revenue also includes $ 3.5 |
Research and Development Expenses and Accrued Research and Development Expenses | (r) Research and Development Expenses and Accrued Research and Development Expenses Expenditures made for research and development are charged to expense as incurred. External costs consist primarily payments to clinical trial sites, sample acquisition costs and laboratory supplies purchased in connection with the Company’s discovery and preclinical activities, process development and clinical development activities. Internal costs consist primary of employee-related costs, facilities, depreciation and costs related to compliance with regulatory requirements . The Company estimates and accrues its expenses resulting from its obligations under contracts with vendors and consultants in connection with conducting research and development activities. The financial terms of these contracts vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s estimates depend on the timeliness and accuracy of the data provided by consultants and vendors regarding the status of each activity. The Company periodically evaluates the estimates to determine if adjustments are necessary or appropriate based on information received. |
Stock Based Compensation | (s) Stock‑Based Compensation The Company accounts for stock‑based compensation arrangements with employees and recognizes compensation expense for stock‑based awards based on the estimated fair value of the awards. Compensation expense for all employee stock‑based awards is based on the estimated grant‑date fair value and recognized as an expense on a straight-line basis over the requisite service period (generally the vesting period). |
Income Taxes | (t) Income Taxes The Company recognizes deferred tax assets and liabilities based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements and net operating loss carryforwards that will result in taxable or deductible amounts in future years. The Company establishes a valuation allowance for all deferred tax assets to the extent it is more likely than not that a deferred tax asset will not be realized. |
Warrant Liability | (u) Warrant Liability Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. The issuer must present such liabilities on the balance sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value is recognized in operations. The Company has determined that certain warrants issued to investors and lenders, which are exercisable for shares of the Company’s convertible preferred stock, shall be classified as liabilities due to a contingent redemption provision. |
Changes in Fair Value of Contingent Consideration | (v) Changes in Fair Value of Contingent Consideration In connection with the purchase transaction with Integrated Diagnostics, Inc. (“Indi”), the Company recorded contingent consideration pertaining to the amounts potentially payable to Indi’s shareholder pursuant to the terms of the asset purchase agreement. The fair value of contingent consideration is assessed at each balance sheet date and changes, if any, to the fair value are recognized as operating expenses within the statements of operations. The estimated fair value of the contingent consideration is based upon significant assumptions including probabilities of successful achievement of the related milestone event (“Milestone”), the estimated timing in which the Milestone is achieved, and discount rates. The estimated fair value could materially differ from actual values or fair values determined using different assumptions. |
Fair Value of Financial Instruments | (w) Fair Value of Financial Instruments The carrying amounts of financial instruments, including cash and cash equivalents, receivables, other current assets, accounts payable, and accrued liabilities, approximated fair value as of September 30, 2020 and December 31, 2019 because of the relatively short maturity of these instruments. The carrying amounts of long‑term notes payable and convertible notes payable issued approximated fair value as of September 30, 2020 and December 31, 2019 because interest rates on these instruments approximate market interest rates. |
Business Combinations | (x) Business Combinations The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination by assessing whether or not the Company has acquired inputs and processes that have the ability to create outputs. If determined to be a business combination, the Company accounts for business acquisitions under the acquisition method of accounting as indicated in the Financial Accounts Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired and liabilities assumed and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities, and non-controlling interest in the acquiree based on the fair value estimates as of the date of acquisition. In accordance with ASC 805, the Company recognizes and measures goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. |
Deferred Offering Costs | (y) Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the unaudited condensed consolidated statement of operations. Upon the IPO closing in October 2020, deferred offering costs were reclassified to additional paid-in capital, representing a reduction in IPO proceeds. As of September 30, 2020 and December 31, 2019, the Company had deferred offering costs of $1.4 million and $0, respectively, which are included in other current assets in the accompanying balance sheets. |
Recently Issued Accounting Standards Not Yet Adopted | (z) Recently Issued Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC Topic 842). The new guidance maintains two classifications of leases: finance leases, which replace capital leases, and operating leases. Lessees will need to recognize a right-of-use asset and a lease liability on the statement of financial position for those leases previously classified as operating leases under the old guidance. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for direct costs. The accounting standard will be effective for the Company beginning January 1, 2022. The Company is currently evaluating the impact of the lease guidance on the Company’s financial statements. |
Net Loss per Share | (aa) Net loss per share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the convertible preferred stock, common stock options, restricted stock units, preferred stock warrants and convertible debt are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities as the convertible preferred stock is considered a participating security. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods. The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Numerator Net loss attributable to common stockholders $ (8,845 ) $ (9,601 ) $ (26,817 ) $ (24,201 ) Denominator Weighted-average shares outstanding used in computing net loss per share, basic and diluted 277 244 269 233 Net loss per share, basic and diluted $ (31.93 ) $ (39.35 ) $ (99.69 ) $ (103.87 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive for the three and nine month periods ended September 30, 2020 and 2019 (in thousands): Nine months ended September 30, 2020 2019 Options to purchase common stock 2,843 2,010 Convertible preferred stock 119,257 119,257 Warrants 613 2,440 Restricted stock units 79 26 Convertible debt (1) 20,746 16,240 Total 143,538 139,973 (1) The number of common shares that convertible debt was assumed to convert to was based on the Company’s estimated common stock price as of September 30, 2020, as determined by the Company’s board of directors (“Board of Directors”) with assistance from a valuation firm. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Revenue from Services | For the three and nine months ended September 30, 2020 and 2019 , Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Diagnostic tests $ 8,552 $ 3,770 $ 15,798 $ 12,716 Services 641 172 2,730 3,565 Total revenue $ 9,193 $ 3,942 $ 18,528 $ 16,281 |
Schedule of Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Numerator Net loss attributable to common stockholders $ (8,845 ) $ (9,601 ) $ (26,817 ) $ (24,201 ) Denominator Weighted-average shares outstanding used in computing net loss per share, basic and diluted 277 244 269 233 Net loss per share, basic and diluted $ (31.93 ) $ (39.35 ) $ (99.69 ) $ (103.87 ) |
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive for the three and nine month periods ended September 30, 2020 and 2019 (in thousands): Nine months ended September 30, 2020 2019 Options to purchase common stock 2,843 2,010 Convertible preferred stock 119,257 119,257 Warrants 613 2,440 Restricted stock units 79 26 Convertible debt (1) 20,746 16,240 Total 143,538 139,973 (1) The number of common shares that convertible debt was assumed to convert to was based on the Company’s estimated common stock price as of September 30, 2020, as determined by the Company’s board of directors (“Board of Directors”) with assistance from a valuation firm. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Summary of Aggregate Consideration Paid by Company and Allocation of Purchase Price | The following summarizes the aggregate consideration paid by the Company and the allocation of the purchase price (in thousands): Cash $ 1,206 Total fair value of consideration transferred $ 1,206 Deposit $ 6 Inventory 14 Property and equipment 241 Purchase option 121 Goodwill 827 Accrued liabilities (3 ) $ 1,206 The following summarizes the aggregate consideration paid by the Company and the allocation of the purchase price (in thousands): Preferred stock issued - 10,694,904 shares $ 7,987 Contingent consideration 19,600 Total fair value of consideration transferred $ 27,587 Prepaid expenses and other assets $ 50 Inventory 394 Property and equipment 316 Technology 16,900 Goodwill 10,804 Liabilities (877 ) $ 27,587 |
Summary of Intangible Assets Acquired Amortization Method And Estimated Useful Lives | Intangible assets acquired, amortization method and estimated useful lives as of June 30, 2018 was as follows (dollars in thousands): Useful Life Amortization Method Fair Value Technology 9 years Straight-line $ 16,900 |
Fair Value Accounting (Tables)
Fair Value Accounting (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured at Fair Value on Recurring Basis | The following tables set forth by level, within the fair value hierarchy, the Company's liabilities measured at fair value on a recurring basis (in thousands): September 30, 2020: Description Level 1 Level 2 Level 3 Total Warrant liability $ — $ — $ 403 $ 403 Contingent value rights $ — $ — $ — $ — Contingent consideration $ — $ — $ 30,071 $ 30,071 Put option liability $ — $ — $ 6,650 $ 6,650 December 31, 2019: Description Level 1 Level 2 Level 3 Total Warrant liability $ — $ — $ 372 $ 372 Contingent value rights $ — $ — $ 60 $ 60 Contingent consideration $ — $ — $ 29,114 $ 29,114 Put option liability $ — $ — $ 3,261 $ 3,261 |
Schedule of Unobservable Inputs to Calculate Fair Value of Liabilities Classified as Level 3 Liabilities | Due to the unobservable inputs needed to calculate the fair value of these balances, these liabilities are classified as Level 3 liabilities. The following is a reconciliation of the beginning and ending balances for the nine-month period ended September 30, 2020 for assets measured at fair value on a recurring basis using significant unobservable inputs (in thousands): Warrant liability Beginning balance $ 372 Issuances — Exercises — Change in fair value 31 Ending balance $ 403 Contingent value rights Beginning balance $ 60 Issuances — Exercises — Change in fair value (60 ) Ending balance $ — Put option liability Beginning balance $ 3,261 Additions 3,389 Ending balance $ 6,650 Contingent consideration Beginning balance $ 29,114 Additions — Changes in fair value (1,944 ) Accretion 2,901 Payments — Ending balance $ 30,071 |
Balance Sheet Disclosures (Tabl
Balance Sheet Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): September 30, 2020 December 31, 2019 Lab equipment $ 5,741 $ 4,221 Leasehold improvements 1,778 1,894 Computer equipment 871 869 Furniture and fixtures 424 427 Software 633 503 Construction in process 40 592 9,487 8,506 Less accumulated depreciation (6,482 ) (6,386 ) Total property and equipment $ 3,005 $ 2,120 |
Schedule of Intangible Assets | Intangible assets consist of the following (in thousands): September 30, 2020 December 31, 2019 Patents $ 1,393 $ 1,245 Less accumulated amortization (475 ) (411 ) $ 918 $ 834 Purchased technology $ 16,900 $ 16,900 Less accumulated amortization (4,225 ) (2,817 ) $ 12,675 $ 14,083 Purchase option — $ 121 Less accumulated amortization — (17 ) $ — $ 104 Trademarks (indefinite life) $ 74 $ 71 Total intangible assets $ 13,667 $ 15,092 |
Schedule of Amortization Related to Remaining Net Intangible Assets Schedule to Amortize | Amortization related to the remaining net intangible assets is scheduled to amortize as follows (in thousands): Year Ending December 31, Remainder of 2020 $ 489 2021 1,944 2022 1,938 2023 1,936 2024 1,927 Thereafter 5,359 Total future amortization expense $ 13,593 |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): September 30, 2020 December 31, 2019 Compensation related accruals $ 2,688 $ 1,165 Accrued clinical trial expense 699 620 Other expenses 3,566 2,352 Warrant liability, current — 43 Total accrued liabilities $ 6,953 $ 4,180 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Notes Payable | A summary of convertible notes payable is as follows (in thousands): September 30, 2020 December 31, 2019 March 2020 Notes $ 10,000 $ — December 2019 Notes 6,000 3,045 August 2019 Notes 10,000 10,000 Accrued interest 600 114 Unamortized debt discount — (1,000 ) $ 26,600 $ 12,159 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Notes Payable | Long-term notes payable as of September 30, 2020 and December 31, 2019 was as follows (in thousands): 2020 2019 2018 Notes $ 24,543 $ 24,088 Other 6 12 Final payment fee 238 170 Unamortized debt discount and debt issuance costs (349 ) (458 ) 24,438 23,812 Less: current maturities (7,202 ) — Long-term notes payable $ 17,236 $ 23,812 |
Summary of Maturities of Long-term Obligations | Maturities of long-term obligations as of September 30, 2020 are as follows (in thousands): Year Ending December 31, Remainder of 2020 $ — 2021 10,318 2022 12,199 2023 2,270 2024 — Thereafter — $ 24,787 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments for Operating Lease Obligations, Net of Sublease Income | Future minimum lease payments for operating lease obligations, net of sublease income are as follows as of September 30, 2020 (in thousands): Year Ending December 31, Remainder of 2020 $ 246 2021 828 2022 729 2023 112 2024 — Thereafter — $ 1,915 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Class Of Stock Disclosures [Abstract] | |
Schedule of Convertible Preferred Stock | The following table details, by series, the Company's convertible preferred stock at September 30, 2020 (in thousands, except shares and original issue price): Series Shares Authorized Shares Issued and Outstanding Defined Original Issue Price Liquidation Preference Series H 53,031,883 23,923,188 $ 1.15 $ 27,512 Series G 76,464,035 46,146,517 0.75 34,610 Series F 19,468,203 19,468,203 1.50 29,202 Series E 13,972,954 7,639,556 5.00 38,198 Series D 11,781,710 10,874,876 4.00 43,499 Series C 2,356,597 2,356,596 3.00 7,070 Series B‑1 2,998,852 2,998,852 3.20 9,596 Series B 3,641,817 3,641,817 2.75 10,015 Series A‑3 750,000 750,000 2.24 1,680 Series A‑2 266,668 266,668 1.50 400 Series A‑1 700,000 700,000 1.14 800 185,432,719 118,766,273 $ 202,582 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Activity for Options and Restricted Stock Units (RSUs) Outstanding | The following table presents the activity for options and restricted stock units (RSUs) outstanding (in thousands, except for weighted average exercise price and weighted average grant date value per share): Stock Options Weighted Average Exercise Price RSUs Weighted Average Grant Date Value Per Share Outstanding ‑ December 31, 2019 1,916 $ 1.73 26 $ 0.78 Granted 829 2.67 53 0.78 Forfeited/canceled (40 ) 0.83 — — Exercised (35 ) 0.53 — — Outstanding ‑ September 30, 2020 2,670 $ 2.05 79 $ 0.78 |
Composition of Options Outstanding and Exercisable | The following table presents the composition of options outstanding and exercisable as of September 30, 2020 (in thousands, except price and life): Options Outstanding Options Exercisable Life Exercise Prices Number Price* (years)* Number Price* $0.42 - $0.83 1,922 $ 0.65 7.9 711 $ 0.65 $2.61 - $3.74 157 3.15 2.7 136 3.38 $4.39 - $4.45 113 4.39 4.0 113 4.39 $6.83 478 6.83 9.2 307 6.83 Total ‑ September 30, 2020 2,670 $ 2.05 7.7 1,267 $ 2.79 * Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. |
Summary of Weighted Average Assumptions | The fair value of each option grant is estimated on the date of grant using the Black‑Scholes option pricing model with the following weighted average assumptions for the nine months ended September 30, 2020 (dollars in thousands): Approximate risk‑free rate 0.50 % Average expected life 5.63 Dividend yield — % Volatility 77 % Estimated fair value of total options granted $ 362 |
Impact of Employee Stock-based Compensation Expense | The following table presents the impact of employee stock-based compensation expense on statements of income line items for the periods indicated (in thousands): Three months ended September 30, Nine months ended September 30, 2020 2019 2020 2019 Research and development $ 10 $ 10 $ 20 $ 25 Sales, marketing, general and administrative 90 35 135 100 Total stock-based compensation expense $ 100 $ 45 $ 155 $ 125 |
Warrants for Convertible Pref_2
Warrants for Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Activity for Convertible Preferred Stock Warrants Outstanding | The following table presents the activity for convertible preferred stock warrants outstanding (in thousands, except weighted average exercise price): Series E Series G Warrants Weighted Average Exercise price Warrants Weighted Average Exercise price Outstanding ‑ December 31, 2019 925 $ 5.00 613 $ 0.75 Granted — — — — Forfeited/canceled (925 ) (5.00 ) — — Exercised — — — — Outstanding ‑ September 30, 2020 — $ — 613 $ 0.75 Weighted average remaining contractual life at September 30, 2020 7.5 years |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | Oct. 30, 2020USD ($)$ / sharesshares | Oct. 19, 2020 | Oct. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Cash and cash equivalents | $ 6,348,000 | $ 6,348,000 | $ 5,286,000 | ||||||||||
Accumulated deficit | 257,681,000 | 257,681,000 | 230,864,000 | ||||||||||
Stockholders’ deficit | 255,176,000 | $ 222,059,000 | $ 255,176,000 | $ 222,059,000 | 228,539,000 | $ 246,445,000 | $ 238,234,000 | $ 212,519,000 | $ 205,713,000 | $ 198,030,000 | |||
Number of operating segments | segment | 1 | ||||||||||||
Comprehensive loss | $ 0 | 0 | |||||||||||
Allowance for doubtful accounts | 200,000 | 200,000 | 200,000 | ||||||||||
Impairment of long-lived assets | 0 | 0 | |||||||||||
Goodwill impairments loss | 0 | $ 0 | 0 | $ 0 | |||||||||
Deferred revenue | 5,673,000 | $ 5,673,000 | 1,283,000 | ||||||||||
Patent | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Finite-lived intangible asset, useful life | 10 years | ||||||||||||
Developed Technology | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Finite-lived intangible asset, useful life | 9 years | ||||||||||||
Minimum | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Property, plant and equipment, useful Lives | 3 years | ||||||||||||
Maximum | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Property, plant and equipment, useful Lives | 5 years | ||||||||||||
Other Current Assets | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Restricted cash | 200,000 | $ 200,000 | 200,000 | ||||||||||
Inventory balances | 3,200,000 | 3,200,000 | 800,000 | ||||||||||
Deferred offering costs | 1,400,000 | 1,400,000 | 0 | ||||||||||
Money Market Funds | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Cash and cash equivalents | 4,800,000 | 4,800,000 | $ 4,800,000 | ||||||||||
Testing Services | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Deferred revenue | $ 3,500,000 | $ 3,500,000 | |||||||||||
Accounts Receivable | Customer Concentration Risk | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 17.00% | 18.00% | |||||||||||
Accounts Receivable | Diagnostic Tests | Customer Concentration Risk | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 61.00% | 58.00% | |||||||||||
Diagnostic Test Revenue | Customer Concentration Risk | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 63.00% | 57.00% | 61.00% | 58.00% | |||||||||
Customer One | Accounts Receivable | Customer Concentration Risk | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 10.00% | 44.00% | |||||||||||
Customer One | Accounts Receivable | Diagnostic Tests | Customer Concentration Risk | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 35.00% | 0.00% | |||||||||||
Two Service Customers | Service Revenue | Customer Concentration Risk | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 53.00% | 85.00% | |||||||||||
Health Care Provider | Diagnostic Test Revenue | Customer Concentration Risk | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk, percentage | 62.00% | 42.00% | |||||||||||
IPO | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Reverse stock split, description | 0.1684664-for-1 | ||||||||||||
IPO | Subsequent Event | |||||||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Net proceeds | $ 63,000,000 | $ 63,000,000 | |||||||||||
Reverse stock split ratio | 0.1684664 | ||||||||||||
Shares of common stock issued and sold | shares | 4,000,000 | ||||||||||||
Common stock price per share | $ / shares | $ 18 | ||||||||||||
Convertible preferred stock and convertible notes payable converted into shares of common stock | shares | 21,939,025 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Summary of Revenue from Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 9,193 | $ 3,942 | $ 18,528 | $ 16,281 |
Diagnostic Tests | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 8,552 | 3,770 | 15,798 | 12,716 |
Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 641 | $ 172 | $ 2,730 | $ 3,565 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Schedule of Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator | ||||||||
Net loss attributable to common stockholders | $ (8,845) | $ (8,266) | $ (9,706) | $ (9,601) | $ (6,856) | $ (7,744) | $ (26,817) | $ (24,201) |
Denominator | ||||||||
Weighted-average shares outstanding, basic and diluted | 277 | 244 | 269 | 233 | ||||
Net loss per share, basic and diluted | $ (31.93) | $ (39.35) | $ (99.69) | $ (103.87) |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 143,538 | 139,973 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 119,257 | 119,257 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 2,843 | 2,010 |
Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 613 | 2,440 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 79 | 26 |
Convertible Debt | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 20,746 | 16,240 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | Oct. 31, 2019USD ($) | Jun. 30, 2018USD ($)Installmentshares | Sep. 30, 2020USD ($) |
Oncimmune Limited | |||
Business Acquisition [Line Items] | |||
Total consideration amount | $ 1,206 | $ 1,200 | |
Business acquisition description | quarterly installments commencing 30 days following the closing of the transaction. | ||
Cash | 1,206 | ||
Integrated Diagnostics, Inc | |||
Business Acquisition [Line Items] | |||
Total consideration amount | $ 27,587 | ||
Business acquisition description | requires additional consideration to be paid by the Company to Indi based on the Milestone of the attainment of a three consecutive month | ||
Cash | $ 8,000 | ||
Preferred stock issued | shares | 10,694,904 | ||
Contingent consideration fair value | $ 19,600 | ||
Shares issued | shares | 10,649,904 | ||
Shares deposited in an escrow account | shares | 2,129,981 | ||
Business acquisition contingent consideration gross margin target | $ 2,000 | ||
Business acquisition contingent consideration gross margin target period | 7 years | ||
Contingent consideration number of installments | Installment | 8 | ||
Undiscounted contingent consideration payment | $ 37,000 | ||
Fair value of contingent consideration recognized | $ 19,600 | ||
Acquired technology discount rate | 37.50% | ||
Integrated Diagnostics, Inc | Series G Convertible Preferred Stock | |||
Business Acquisition [Line Items] | |||
Business acquisition description | . If Indi elects not to exercise these options, the Company has 12 months to settle the contingent consideration | ||
Preferred stock issued | shares | 10,649,604 | ||
Contingent consideration number of installments | Installment | 2 | ||
Contingent consideration shares | shares | 14,959,114 | ||
License Rights | Oncimmune Limited | United States | |||
Business Acquisition [Line Items] | |||
Payments to acquire license rights | $ 9,000 |
Business Combinations - Summary
Business Combinations - Summary of Aggregate Consideration Paid by Company and Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Jun. 30, 2018 | Sep. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 11,631 | $ 11,631 | ||
Oncimmune Limited | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 1,206 | |||
Total fair value of consideration transferred | 1,206 | $ 1,200 | ||
Deposit | 6 | |||
Inventory | 14 | |||
Property and equipment | 241 | |||
Purchase option | 121 | |||
Goodwill | 827 | |||
Accrued liabilities | (3) | |||
Total | $ 1,206 | |||
Integrated Diagnostics, Inc | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 8,000 | |||
Preferred stock issued - 10,694,904 shares | 7,987 | |||
Contingent consideration | 19,600 | |||
Total fair value of consideration transferred | 27,587 | |||
Prepaid expenses and other assets | 50 | |||
Inventory | 394 | |||
Property and equipment | 316 | |||
Technology | 16,900 | |||
Goodwill | 10,804 | |||
Liabilities | (877) | |||
Total | $ 27,587 |
Business Combinations - Summa_2
Business Combinations - Summary of Aggregate Consideration Paid by Company and Allocation of Purchase Price Parenthetical (Details) | Jun. 30, 2018shares |
Integrated Diagnostics, Inc | |
Business Acquisition [Line Items] | |
Preferred stock issued | 10,694,904 |
Business Combinations - Summa_3
Business Combinations - Summary of Intangible Assets Acquired Amortization Method And Estimated Useful Lives (Details) - Integrated Diagnostics, Inc - Technology $ in Thousands | Jun. 30, 2018USD ($) |
Business Acquisition [Line Items] | |
Finite-lived intangible asset, useful life | 9 years |
Amortization Method | Straight-line |
Fair Value | $ 16,900 |
Fair Value Accounting - Schedul
Fair Value Accounting - Schedule of Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Warrant Liability | ||
Fair Value Liabilities Measured On Recurring Basis [Line Items] | ||
Total liabilities | $ 403 | $ 372 |
Contingent Value Rights | ||
Fair Value Liabilities Measured On Recurring Basis [Line Items] | ||
Total liabilities | 60 | |
Contingent Consideration | ||
Fair Value Liabilities Measured On Recurring Basis [Line Items] | ||
Total liabilities | 30,071 | 29,114 |
Put Option Liability | ||
Fair Value Liabilities Measured On Recurring Basis [Line Items] | ||
Total liabilities | 6,650 | 3,261 |
Level 3 | Warrant Liability | ||
Fair Value Liabilities Measured On Recurring Basis [Line Items] | ||
Total liabilities | 403 | 372 |
Level 3 | Contingent Value Rights | ||
Fair Value Liabilities Measured On Recurring Basis [Line Items] | ||
Total liabilities | 60 | |
Level 3 | Contingent Consideration | ||
Fair Value Liabilities Measured On Recurring Basis [Line Items] | ||
Total liabilities | 30,071 | 29,114 |
Level 3 | Put Option Liability | ||
Fair Value Liabilities Measured On Recurring Basis [Line Items] | ||
Total liabilities | $ 6,650 | $ 3,261 |
Fair Value Accounting - Sched_2
Fair Value Accounting - Schedule of Unobservable Inputs to Calculate Fair Value of Liabilities Classified as Level 3 Liabilities (Details) - Level 3 - Fair Value, Recurring $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Warrant Liability | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 372 |
Change in fair value | 31 |
Ending balance | 403 |
Contingent Value Rights | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 60 |
Change in fair value | (60) |
Put Option Liability | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 3,261 |
Additions | 3,389 |
Ending balance | 6,650 |
Contingent Consideration | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 29,114 |
Change in fair value | (1,944) |
Accretion | 2,901 |
Ending balance | $ 30,071 |
Fair Value Accounting - Additio
Fair Value Accounting - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Jan. 31, 2016 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2018 | |
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Change in contingent consideration | $ 957,000 | $ 3,188,000 | |||||
Minimum | |||||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Percentage of probabilities of contingent consideration successful achievement milestone discount rates range | 12.20% | ||||||
Maximum | |||||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Percentage of probabilities of contingent consideration successful achievement milestone discount rates range | 13.50% | ||||||
Integrated Diagnostics, Inc | |||||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Fair value of contingent consideration recognized on acquisition date | $ 19,600,000 | ||||||
Change in contingent consideration resulting from the accretion of the liability offset | $ 1,000,000 | $ 2,900,000 | |||||
Change in contingent consideration due to the impact of the deceleration of expected revenue and decreases in expected costs | 0 | 1,900,000 | |||||
Change in contingent consideration | 3,200,000 | ||||||
Change in contingent consideration resulting from the impact of the acceleration of expected revenue and decreases in expected costs | 700,000 | ||||||
Change in contingent consideration resulting from accretion of liability | $ 900,000 | $ 2,500,000 | |||||
Series F Preferred Stock | |||||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Calculated number of contingent value rights received by investors, if financing raised exceed the amount | $ 20,202,323 | ||||||
Contingent value rights shares | 3,999 | ||||||
Contingent value rights | $ 0 | $ 500,000 | 0 | 0 | |||
Net proceeds percentage of cash payment to the CVR holders | 15.00% | ||||||
Development and regulatory costs payable | $ 300,000 | $ 300,000 | $ 300,000 | ||||
Drug Ficlatuzumab | Series F Preferred Stock | |||||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Contingent value right, percentage multiplier | 0.00375% | ||||||
AVEO Oncology | Series F Preferred Stock | |||||||
Fair Value Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Percentage of development and regulatory costs exercised using opt-out right | 50.00% |
Balance Sheet Disclosures- Prop
Balance Sheet Disclosures- Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 9,487 | $ 8,506 |
Less accumulated depreciation | (6,482) | (6,386) |
Total property and equipment | 3,005 | 2,120 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,741 | 4,221 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,778 | 1,894 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 871 | 869 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 424 | 427 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 633 | 503 |
Construction in Process | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 40 | $ 592 |
Balance Sheet Disclosures - Add
Balance Sheet Disclosures - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Depreciation expense | $ 0.2 | $ 0.2 | $ 0.6 | $ 0.6 |
Amortization expense | $ 0.5 | $ 0.5 | $ 1.6 | $ 1.5 |
Balance Sheet Disclosures- Inta
Balance Sheet Disclosures- Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, net | $ 13,593 | |
Trademarks (indefinite life) | 74 | $ 71 |
Total intangible assets | 13,667 | 15,092 |
Patent | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 1,393 | 1,245 |
Less accumulated amortization | (475) | (411) |
Finite-lived intangible assets, net | 918 | 834 |
Purchased Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 16,900 | 16,900 |
Less accumulated amortization | (4,225) | (2,817) |
Finite-lived intangible assets, net | $ 12,675 | 14,083 |
Purchase Option | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 121 | |
Less accumulated amortization | (17) | |
Finite-lived intangible assets, net | $ 104 |
Balance Sheet Disclosures - Sch
Balance Sheet Disclosures - Schedule of Amortization Related to Remaining Net Intangible Assets Schedule to Amortize (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Balance Sheet Related Disclosures [Abstract] | |
Remainder of 2020 | $ 489 |
2021 | 1,944 |
2022 | 1,938 |
2023 | 1,936 |
2024 | 1,927 |
Thereafter | 5,359 |
Finite-lived intangible assets, net | $ 13,593 |
Balance Sheet Disclosures - Acc
Balance Sheet Disclosures - Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Compensation related accruals | $ 2,688 | $ 1,165 |
Accrued clinical trial expense | 699 | 620 |
Other expenses | 3,566 | 2,352 |
Warrant liability, current | 43 | |
Total accrued liabilities | $ 6,953 | $ 4,180 |
Convertible Notes Payable - Add
Convertible Notes Payable - Additional Information (Details) - USD ($) | 1 Months Ended | 2 Months Ended | ||||||
Oct. 31, 2020 | Aug. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | |
Short Term Debt [Line Items] | ||||||||
Estimated value of put option liability | $ 3,261,000 | $ 6,650,000 | ||||||
March 2020 Notes | ||||||||
Short Term Debt [Line Items] | ||||||||
Convertible notes payable | $ 10,000,000 | |||||||
Convertible notes, maturity date | Aug. 31, 2020 | |||||||
Extended debt instrument date | Jun. 30, 2021 | |||||||
Interest rate | 3.00% | |||||||
Percentage of conversion price per share of preferred stock | 80.00% | |||||||
Estimated value of put option liability | $ 2,500,000 | |||||||
Unamortized debt discount | 0 | |||||||
March 2020 Notes | Subsequent Event | ||||||||
Short Term Debt [Line Items] | ||||||||
Debt instrument converted to common stock | 703,503 | |||||||
Percentage of conversion price per share of common stock | 80.00% | |||||||
March 2020 Notes | Subsequent Event | Common Stock | ||||||||
Short Term Debt [Line Items] | ||||||||
Conversion price | $ 14.40 | |||||||
March 2020 Notes | Series H Convertible Preferred Stock | ||||||||
Short Term Debt [Line Items] | ||||||||
Conversion rate | 80.00% | |||||||
Conversion price | $ 1.15 | |||||||
March 2020 Notes | First Tranche | ||||||||
Short Term Debt [Line Items] | ||||||||
Convertible notes payable | $ 5,000,000 | |||||||
March 2020 Notes | Second Tranche | ||||||||
Short Term Debt [Line Items] | ||||||||
Convertible notes payable | $ 5,000,000 | |||||||
December 2019 Notes | ||||||||
Short Term Debt [Line Items] | ||||||||
Convertible notes payable | $ 6,000,000 | |||||||
Convertible notes, maturity date | Aug. 31, 2020 | |||||||
Extended debt instrument date | Jun. 30, 2021 | |||||||
Interest rate | 3.00% | |||||||
Percentage of conversion price per share of preferred stock | 80.00% | |||||||
Estimated value of put option liability | $ 1,500,000 | |||||||
Unamortized debt discount | $ 700,000 | $ 0 | ||||||
December 2019 Notes | Subsequent Event | ||||||||
Short Term Debt [Line Items] | ||||||||
Debt instrument converted to common stock | 426,386 | |||||||
Percentage of conversion price per share of common stock | 80.00% | |||||||
December 2019 Notes | Subsequent Event | Common Stock | ||||||||
Short Term Debt [Line Items] | ||||||||
Conversion price | $ 14.40 | |||||||
December 2019 Notes | Series H Convertible Preferred Stock | ||||||||
Short Term Debt [Line Items] | ||||||||
Conversion rate | 80.00% | |||||||
Conversion price | $ 1.15 | |||||||
December 2019 Notes | First Tranche | ||||||||
Short Term Debt [Line Items] | ||||||||
Convertible notes payable | $ 3,000,000 | |||||||
December 2019 Notes | Second Tranche | ||||||||
Short Term Debt [Line Items] | ||||||||
Convertible notes payable | $ 3,000,000 | |||||||
August 2019 Notes | ||||||||
Short Term Debt [Line Items] | ||||||||
Convertible notes payable | $ 10,000,000 | |||||||
Convertible notes, maturity date | Aug. 31, 2020 | |||||||
Extended debt instrument date | Jun. 30, 2021 | |||||||
Interest rate | 3.00% | |||||||
Percentage of conversion price per share of preferred stock | 80.00% | 95.00% | ||||||
Estimated value of put option liability | $ 2,500,000 | $ 500,000 | ||||||
Unamortized debt discount | 300,000 | $ 0 | ||||||
Increase to put option liability | $ 2,000,000 | |||||||
August 2019 Notes | Subsequent Event | ||||||||
Short Term Debt [Line Items] | ||||||||
Debt instrument converted to common stock | 718,391 | |||||||
Percentage of conversion price per share of common stock | 80.00% | |||||||
August 2019 Notes | Subsequent Event | Common Stock | ||||||||
Short Term Debt [Line Items] | ||||||||
Conversion price | $ 14.40 | |||||||
August 2019 Notes | Series H Convertible Preferred Stock | ||||||||
Short Term Debt [Line Items] | ||||||||
Conversion rate | 80.00% | |||||||
Conversion price | $ 1.15 | $ 1.15 |
Convertible Notes Payable - Sum
Convertible Notes Payable - Summary of Convertible Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Short Term Debt [Line Items] | ||
Convertible notes payable | $ 26,600 | $ 12,159 |
Accrued interest | 600 | 114 |
Unamortized debt discount | (1,000) | |
March 2020 Notes | ||
Short Term Debt [Line Items] | ||
Convertible notes payable | 10,000 | |
December 2019 Notes | ||
Short Term Debt [Line Items] | ||
Convertible notes payable | 6,000 | 3,045 |
August 2019 Notes | ||
Short Term Debt [Line Items] | ||
Convertible notes payable | $ 10,000 | $ 10,000 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Feb. 28, 2018 | Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Facility fee amount | $ 238,000 | $ 170,000 | ||
PPP Loan | ||||
Debt Instrument [Line Items] | ||||
Loan description | The PPP Loan matures on the two-year anniversary of the funding date and bears interest at a fixed rate of 1.00% per annum. Monthly principal and interest payments, less the amount of any potential forgiveness (as discussed below), will commence after the ten-month anniversary of the funding date. The Company did not provide any collateral or guarantees in connection with the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. | |||
PPP Loan | Interest-bearing Deposits | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.00% | |||
PPP Loan | CARES Act | ||||
Debt Instrument [Line Items] | ||||
Loan principle amount | $ 3,100,000 | |||
Percentage for non-payroll costs | 40.00% | |||
Upper limit of employee salary to reduce forgiveness | $ 100,000 | |||
Percentage of upper limit of employee salary to reduce forgiveness | 25.00% | |||
PPP Loan | CARES Act | Minimum | ||||
Debt Instrument [Line Items] | ||||
Payroll costs excludes compensation of an employee | $ 100,000 | |||
2018 Notes | ||||
Debt Instrument [Line Items] | ||||
Loan principle amount | $ 23,000,000 | $ 24,543,000 | 24,088,000 | |
Interest rate | 10.00% | |||
Maturity date, description | Feb. 28, 2023 | |||
Percentage of facility fee | 1.00% | |||
Facility fee amount | $ 200,000 | |||
Fair value of warrants issued | $ 300,000 | |||
Percentage of interest rate, paid in cash | 7.50% | |||
Percentage of interest rate added to principal value of notes payable | 2.50% | |||
Frequency of periodic payment | The Company is required to make quarterly interest payments beginning in June 2018 and outstanding principal is due in 24 equal installments commencing in March 2021 | |||
Interest added to principal value | $ 1,500,000 | $ 1,100,000 | ||
Debt instrument, prepayment penalty | 3.00% | |||
Debt instrument, back-end facility fee | 2.00% | |||
Debt instrument, additional interest expense fee | 2.00% | |||
Debt instrument, default amount | $ 0 | |||
2018 Notes | Series G Convertible Preferred Stock | ||||
Debt Instrument [Line Items] | ||||
Warrant issued to purchase shares | 613,333 | |||
Exercise price | $ 0.75 | |||
2018 Notes | Minimum | ||||
Debt Instrument [Line Items] | ||||
Early amortization of loan payment schedule | 24 months | |||
2018 Notes | Maximum | ||||
Debt Instrument [Line Items] | ||||
Early amortization of loan payment schedule | 36 months |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Feb. 28, 2018 |
Debt Instrument [Line Items] | |||
Other | $ 6 | $ 12 | |
Facility fee amount | 238 | 170 | |
Unamortized debt discount and debt issuance costs | (349) | (458) | |
Notes payable, total | 24,438 | 23,812 | |
Less: current maturities | (7,202) | ||
Long‑term notes payable | 17,236 | 23,812 | |
2018 Notes | |||
Debt Instrument [Line Items] | |||
2018 Notes | $ 24,543 | $ 24,088 | $ 23,000 |
Facility fee amount | $ 200 |
Long-Term Debt - Summary of Mat
Long-Term Debt - Summary of Maturities of Long-term Obligations (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Maturities Of Long Term Debt [Abstract] | |
2021 | $ 10,318 |
2022 | 12,199 |
2023 | 2,270 |
Long-term debt | $ 24,787 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | $ 0 |
Commitments - Additional Inform
Commitments - Additional Information (Details) - USD ($) $ in Thousands | Dec. 02, 2020 | Sep. 30, 2020 | Aug. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Oct. 31, 2016 |
Loss Contingencies [Line Items] | ||||||||
Rent expense | $ 1,500 | $ 1,600 | ||||||
Research and development | $ 2,706 | $ 2,359 | $ 7,713 | 7,966 | ||||
Revenue Share Agreement | Oncimmune Limited | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of revenue share payment related to acquired diagnostic test recognized revenue for non-screening tests | 8.00% | |||||||
Minimum annual volume percentage thereafter | 5.00% | |||||||
Period of escalations of sales | through the first four years of sales | |||||||
Revenue share expenses | 0 | $ 200 | ||||||
Bio-Rad License | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of royalty payments on net revenue | 2.50% | |||||||
License expiry date | 2024-08 | |||||||
Royalty expense | 100 | 0 | ||||||
AVEO Oncology | ||||||||
Loss Contingencies [Line Items] | ||||||||
Research and development | $ 300 | $ 700 | $ 1,000 | $ 900 | ||||
AVEO Oncology | Scenario | ||||||||
Loss Contingencies [Line Items] | ||||||||
Remaining estimated obligation | $ 300 | |||||||
AVEO Oncology | NSCLC POC Trial | ||||||||
Loss Contingencies [Line Items] | ||||||||
Responsible percentage of development and regulatory costs | 50.00% | |||||||
Ficlatuzumab | AVEO Oncology | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of development and regulatory costs exercised using opt-out right | 50.00% | |||||||
Ficlatuzumab | AVEO Oncology | Scenario | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of royalty payments on net sales | 10.00% | |||||||
Percentage of license income generated from licensing | 25.00% | |||||||
BDX004 | Ficlatuzumab | AVEO Oncology | POC Clinical Trials | ||||||||
Loss Contingencies [Line Items] | ||||||||
Responsible percentage of development and regulatory costs | 50.00% |
Commitments - Summary of Future
Commitments - Summary of Future Minimum Lease Payments for Operating Lease Obligations, Net of Sublease Income (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
Remainder of 2020 | $ 246 |
2021 | 828 |
2022 | 729 |
2023 | 112 |
Total | $ 1,915 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | |||||||||
Shares Authorized | 185,432,719 | 174,237,067 | |||||||
Shares Issued | 118,766,273 | 118,766,273 | |||||||
Shares Outstanding | 118,766,273 | 118,766,273 | |||||||
Defined Original Issue Price | $ 0.001 | $ 0.001 | |||||||
Liquidation Preference | $ 202,582 | $ 202,582 | |||||||
Series H | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares Authorized | 53,031,883 | ||||||||
Shares Issued | 23,923,188 | 8,695,621 | 8,695,621 | ||||||
Shares Outstanding | 23,923,188 | 23,923,000 | 23,923,000 | 23,923,000 | 23,923,000 | 23,923,000 | 23,923,000 | 15,228,000 | |
Defined Original Issue Price | $ 1.15 | $ 1.15 | $ 1.15 | ||||||
Liquidation Preference | $ 27,512 | ||||||||
Series G | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares Authorized | 76,464,035 | ||||||||
Shares Issued | 46,146,517 | ||||||||
Shares Outstanding | 46,146,517 | 46,147,000 | 46,147,000 | 46,147,000 | 46,147,000 | 46,147,000 | 46,147,000 | 46,147,000 | |
Defined Original Issue Price | $ 0.75 | ||||||||
Liquidation Preference | $ 34,610 | ||||||||
Series F Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares Authorized | 19,468,203 | ||||||||
Shares Issued | 19,468,203 | ||||||||
Shares Outstanding | 19,468,203 | 19,468,000 | 19,468,000 | 19,468,000 | 19,468,000 | 19,468,000 | 19,468,000 | 19,468,000 | |
Defined Original Issue Price | $ 1.50 | ||||||||
Liquidation Preference | $ 29,202 | ||||||||
Series E | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares Authorized | 13,972,954 | ||||||||
Shares Issued | 7,639,556 | ||||||||
Shares Outstanding | 7,639,556 | 7,640,000 | 7,640,000 | 7,640,000 | 7,640,000 | 7,640,000 | 7,640,000 | 7,640,000 | |
Defined Original Issue Price | $ 5 | ||||||||
Liquidation Preference | $ 38,198 | ||||||||
Series D | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares Authorized | 11,781,710 | ||||||||
Shares Issued | 10,874,876 | ||||||||
Shares Outstanding | 10,874,876 | 10,875,000 | 10,875,000 | 10,875,000 | 10,875,000 | 10,875,000 | 10,875,000 | 10,875,000 | |
Defined Original Issue Price | $ 4 | ||||||||
Liquidation Preference | $ 43,499 | ||||||||
Series C | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares Authorized | 2,356,597 | ||||||||
Shares Issued | 2,356,596 | ||||||||
Shares Outstanding | 2,356,596 | 2,357,000 | 2,357,000 | 2,357,000 | 2,357,000 | 2,357,000 | 2,357,000 | 2,357,000 | |
Defined Original Issue Price | $ 3 | ||||||||
Liquidation Preference | $ 7,070 | ||||||||
Series B‑1 | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares Authorized | 2,998,852 | ||||||||
Shares Issued | 2,998,852 | ||||||||
Shares Outstanding | 2,998,852 | 2,999,000 | 2,999,000 | 2,999,000 | 2,999,000 | 2,999,000 | 2,999,000 | 2,999,000 | |
Defined Original Issue Price | $ 3.20 | ||||||||
Liquidation Preference | $ 9,596 | ||||||||
Series B | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares Authorized | 3,641,817 | ||||||||
Shares Issued | 3,641,817 | ||||||||
Shares Outstanding | 3,641,817 | 3,642,000 | 3,642,000 | 3,642,000 | 3,642,000 | 3,642,000 | 3,642,000 | 3,642,000 | |
Defined Original Issue Price | $ 2.75 | ||||||||
Liquidation Preference | $ 10,015 | ||||||||
Series A‑3 | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares Authorized | 750,000 | ||||||||
Shares Issued | 750,000 | ||||||||
Shares Outstanding | 750,000 | 750,000 | 750,000 | 750,000 | 750,000 | 750,000 | 750,000 | 750,000 | |
Defined Original Issue Price | $ 2.24 | ||||||||
Liquidation Preference | $ 1,680 | ||||||||
Series A‑2 | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares Authorized | 266,668 | ||||||||
Shares Issued | 266,668 | ||||||||
Shares Outstanding | 266,668 | 267,000 | 267,000 | 267,000 | 267,000 | 267,000 | 267,000 | 267,000 | |
Defined Original Issue Price | $ 1.50 | ||||||||
Liquidation Preference | $ 400 | ||||||||
Series A‑1 | |||||||||
Class Of Stock [Line Items] | |||||||||
Shares Authorized | 700,000 | ||||||||
Shares Issued | 700,000 | ||||||||
Shares Outstanding | 700,000 | 700,000 | 700,000 | 700,000 | 700,000 | 700,000 | 700,000 | 700,000 | |
Defined Original Issue Price | $ 1.14 | ||||||||
Liquidation Preference | $ 800 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Mar. 31, 2019USD ($)$ / sharesshares | Feb. 28, 2019USD ($)$ / sharesshares | Sep. 30, 2020$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019$ / sharesshares | |
Class Of Stock [Line Items] | |||||
Convertible preferred stock, issued | shares | 118,766,273 | 118,766,273 | |||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 | |||
Proceeds from issuance of series H preferred stock | $ | $ 10,000 | ||||
Conversion of stocks, description | The holders of Series A-1, Series A-2, and Series A-3 (collectively, “Series A”); Series B and Series B-1 (collectively, “Combined Series B”); Series C; Series D; Series E; Series F, Series G, and Series H are entitled to convert their shares into common stock at the option of the holder, at any time, into fully paid and non‑assessable shares of common stock. The number of shares of common stock to which a holder of the Series A, Combined Series B, Series C, Series D, Series E, Series F, Series G, and Series H (collectively, “Series Preferred”) can convert is obtained by multiplying the conversion rate that is in effect by the number of shares of Series Preferred being converted. The conversion rate is determined by dividing the original issue price by the applicable conversion price (initially the original issue price for all classes of Series Preferred except Series B‑1, for which the conversion price is initially $2.75). As a result of the reverse stock split effected in October 2020, the conversion rate for the Series Preferred is 0.1684664 per share. Following the closing of the IPO in October 2020, each share of Series Preferred automatically converted into shares of common stock (based on the then‑effective Series Preferred conversion price). | ||||
Preferred stock, voting rights | one vote for each share of common stock on an as‑if‑converted basis. | ||||
Preferred stock, redemption terms | Series Preferred stockholders are subject to automatic redemption in the consolidation or merger of the Company or sale of all or substantially all of the Company's assets in which the stockholders of the Company immediately prior to the transaction hold less than 50% of the outstanding securities of the surviving entity. | ||||
Maximum | |||||
Class Of Stock [Line Items] | |||||
Percentage of outstanding share holders required for automatic stock conversion | 50.00% | ||||
Reverse Stock Split | |||||
Class Of Stock [Line Items] | |||||
Preferred stock conversion rate | 0.1684664 | ||||
Series H Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Convertible preferred stock, issued | shares | 8,695,621 | 8,695,621 | 23,923,188 | ||
Convertible preferred stock, par value | $ 1.15 | $ 1.15 | $ 1.15 | ||
Proceeds from issuance of series H preferred stock | $ | $ 10,000 | $ 10,000 | |||
Preferred stock dividends rate | 8.00% | ||||
Series B-1 Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Convertible preferred stock, issued | shares | 2,998,852 | ||||
Convertible preferred stock, par value | $ 3.20 | ||||
Preferred stock conversion price | $ 2.75 | ||||
Series G Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Convertible preferred stock, issued | shares | 46,146,517 | ||||
Convertible preferred stock, par value | $ 0.75 | ||||
Preferred stock dividends rate | 8.00% | ||||
Series F Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Convertible preferred stock, issued | shares | 19,468,203 | ||||
Convertible preferred stock, par value | $ 1.50 | ||||
Preferred stock dividends rate | 8.00% | ||||
Series E Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Convertible preferred stock, issued | shares | 7,639,556 | ||||
Convertible preferred stock, par value | $ 5 | ||||
Preferred stock dividends rate | 8.00% | ||||
Series D Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Convertible preferred stock, issued | shares | 10,874,876 | ||||
Convertible preferred stock, par value | $ 4 | ||||
Preferred stock dividends rate | 8.00% | ||||
Series C Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Convertible preferred stock, issued | shares | 2,356,596 | ||||
Convertible preferred stock, par value | $ 3 | ||||
Preferred stock dividends rate | 8.00% | ||||
Combined Series B | |||||
Class Of Stock [Line Items] | |||||
Preferred stock dividends rate | 8.00% | ||||
Series A | |||||
Class Of Stock [Line Items] | |||||
Preferred stock dividends rate | 8.00% |
Stock Options - Additional Info
Stock Options - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Feb. 29, 2016 | May 31, 2006 | Sep. 30, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 5 years 7 months 17 days | |||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock units outstanding | 79,000 | 26,000 | ||
Restricted stock units vested | 0 | |||
2006 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options granted termination period | 10 years | |||
2016 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options granted termination period | 10 years | |||
Additional stock awards granted | 0 | |||
Net of estimated forfeitures percentage | 10.00% | |||
Unrecognized remaining stock based compensation balance | $ 500,000 | |||
Amortization period | 3 years | |||
Stock Options Outside 2006 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized remaining stock based compensation balance | $ 0 | |||
Stock options issued | 205,199 | |||
Expected term | 5 years | |||
Options outstanding and exercisable | 173,233 | |||
Weighted average exercise price | $ 11.11 | |||
Weighted average remaining life | 6 years | |||
Maximum | 2006 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized | 831,389 | |||
Maximum | 2016 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized | 1,431,964 |
Stock Options - Summary of Acti
Stock Options - Summary of Activity for Options and Restricted Stock Units (RSUs) Outstanding (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Options, Outstanding ‑ December 31, 2019 | shares | 1,916 |
Stock Options, Granted | shares | 829 |
Stock Options, Forfeited/canceled | shares | (40) |
Stock Options, Exercised | shares | (35) |
Stock Options, Outstanding ‑ September 30, 2020 | shares | 2,670 |
Weighted Average Exercise Price, Outstanding ‑ December 31, 2019 | $ / shares | $ 1.73 |
Weighted Average Exercise Price, Granted | $ / shares | 2.67 |
Weighted Average Exercise Price, Forfeited/canceled | $ / shares | 0.83 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.53 |
Weighted Average Exercise Price, Outstanding ‑ September 30, 2020 | $ / shares | $ 2.05 |
RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs, Outstanding ‑ December 31, 2019 | shares | 26 |
RSUs, Granted | shares | 53 |
RSUs, Outstanding ‑ September 30, 2020 | shares | 79 |
Weighted Average Grant Date Value Per Share, Outstanding ‑ December 31, 2019 | $ / shares | $ 0.78 |
Weighted Average Grant Date Value Per Share, Granted | $ / shares | 0.78 |
Weighted Average Grant Date Value Per Share, Outstanding ‑ September 30, 2020 | $ / shares | $ 0.78 |
Stock Options - Composition of
Stock Options - Composition of Options Outstanding and Exercisable (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Number | shares | 2,670 |
Option Outstanding, Price | $ 2.05 |
Options Outstanding, Life (years) | 7 years 8 months 12 days |
Options Exercisable, Number | shares | 1,267 |
Options Exercisable, Price | $ 2.79 |
$0.42 - $0.83 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, Lower Range Limit | 0.42 |
Exercise Prices, Upper Range Limit | $ 0.83 |
Options Outstanding, Number | shares | 1,922 |
Option Outstanding, Price | $ 0.65 |
Options Outstanding, Life (years) | 7 years 10 months 24 days |
Options Exercisable, Number | shares | 711 |
Options Exercisable, Price | $ 0.65 |
$2.61 - $3.74 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, Lower Range Limit | 2.61 |
Exercise Prices, Upper Range Limit | $ 3.74 |
Options Outstanding, Number | shares | 157 |
Option Outstanding, Price | $ 3.15 |
Options Outstanding, Life (years) | 2 years 8 months 12 days |
Options Exercisable, Number | shares | 136 |
Options Exercisable, Price | $ 3.38 |
$4.39 - $4.45 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, Lower Range Limit | 4.39 |
Exercise Prices, Upper Range Limit | $ 4.45 |
Options Outstanding, Number | shares | 113 |
Option Outstanding, Price | $ 4.39 |
Options Outstanding, Life (years) | 4 years |
Options Exercisable, Number | shares | 113 |
Options Exercisable, Price | $ 4.39 |
$6.83 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ 6.83 |
Options Outstanding, Number | shares | 478 |
Option Outstanding, Price | $ 6.83 |
Options Outstanding, Life (years) | 9 years 2 months 12 days |
Options Exercisable, Number | shares | 307 |
Options Exercisable, Price | $ 6.83 |
Stock Options - Summary of Weig
Stock Options - Summary of Weighted Average Assumptions (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | |
Approximate risk‑free rate | 0.50% |
Average expected life | 5 years 7 months 17 days |
Volatility | 77.00% |
Estimated fair value of total options granted | $ 362 |
Stock Options - Impact of Emplo
Stock Options - Impact of Employee Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 100 | $ 45 | $ 155 | $ 125 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 10 | 10 | 20 | 25 |
Sales, Marketing, General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 90 | $ 35 | $ 135 | $ 100 |
Warrants for Convertible Pref_3
Warrants for Convertible Preferred Stock - Summary of Activity for Convertible Preferred Stock Warrants Outstanding (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Series E Convertible Preferred Stock Warrants | |
Class Of Warrant Or Right [Line Items] | |
Outstanding ‑ December 31, 2019, warrants | shares | 925 |
Forfeited/canceled, warrants | shares | (925) |
Weighted average exercise price, Outstanding ‑ December 31, 2019 | $ / shares | $ 5 |
Weighted average exercise price, Forfeited/canceled | $ / shares | $ (5) |
Series G Convertible Preferred Stock Warrants | |
Class Of Warrant Or Right [Line Items] | |
Outstanding ‑ December 31, 2019, warrants | shares | 613 |
Outstanding ‑ September 30, 2020, warrants | shares | 613 |
Weighted average remaining contractual life at September 30, 2020 | 7 years 6 months |
Weighted average exercise price, Outstanding ‑ December 31, 2019 | $ / shares | $ 0.75 |
Weighted average exercise price,Outstanding ‑ September 30, 2020 | $ / shares | $ 0.75 |