Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 26, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36289 | |
Entity Registrant Name | GENOCEA BIOSCIENCES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 51-0596811 | |
Entity Address, Address Line One | 100 Acorn Park Drive | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02140 | |
City Area Code | 617 | |
Local Phone Number | 876-8191 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | GNCA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001457612 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Common Stock, Shares Outstanding | 57,015,637 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 60,399 | $ 79,769 |
Prepaid expenses and other current assets | 2,514 | 2,458 |
Total current assets | 62,913 | 82,227 |
Property and equipment, net | 5,214 | 5,123 |
Right-of-use assets | 8,371 | 9,308 |
Restricted cash | 631 | 631 |
Other non-current assets | 254 | 1,204 |
Total assets | 77,383 | 98,493 |
Current liabilities: | ||
Accounts payable | 1,362 | 534 |
Accrued expenses and other current liabilities | 6,328 | 7,344 |
Deferred revenue | 1,641 | 1,641 |
Lease liabilities | 2,218 | 1,614 |
Current portion of long-term debt | 3,283 | 13,862 |
Total current liabilities | 14,832 | 24,995 |
Non-current liabilities: | ||
Long-term debt, net of current portion | 6,494 | 0 |
Lease liabilities, net of current portion | 7,255 | 8,398 |
Warrant liabilities | 44,747 | 56,118 |
Total liabilities | 73,328 | 89,511 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; (25,000,000 shares authorized at June 30, 2021 and December 31, 2020; — shares issued and outstanding at June 30, 2021 and December 31, 2020) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 225,000,000 | 170,000,000 |
Common stock, $0.001 par value; (225,000,000 shares authorized at June 30, 2021 and 170,000,000 shares authorized at December 31, 2020, 57,014,243 shares issued and outstanding at June 30, 2021 and 53,018,813 shares issued and outstanding at December 31, 2020) | $ 57 | $ 53 |
Additional paid-in capital | 394,960 | 383,597 |
Accumulated deficit | (390,962) | (374,668) |
Total stockholders’ equity | 4,055 | 8,982 |
Total liabilities and stockholders’ equity | $ 77,383 | $ 98,493 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in dollars per share) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 225,000,000 | 170,000,000 |
Common stock, shares issued (in shares) | 57,014,243 | 53,018,813 |
Common stock, shares outstanding (in shares) | 57,014,243 | 53,018,813 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
License revenue | $ 0 | $ 906 | $ 0 | $ 906 |
Operating expenses: | ||||
Research and development | 10,513 | 8,587 | 19,264 | 18,574 |
General and administrative | 4,033 | 3,480 | 7,704 | 6,868 |
Total operating expenses | 14,546 | 12,067 | 26,968 | 25,442 |
Loss from operations | (14,546) | (11,161) | (26,968) | (24,536) |
Other income (expense): | ||||
Change in fair value of warrants | 10,517 | 222 | 11,371 | 1,003 |
Interest expense, net | (282) | (365) | (561) | (624) |
Other expense | 0 | (17) | (136) | (17) |
Total other income (expense) | 10,235 | (160) | 10,674 | 362 |
Net loss | (4,311) | (11,321) | (16,294) | (24,174) |
Comprehensive loss | $ (4,311) | $ (11,321) | $ (16,294) | $ (24,174) |
Net loss per share: | ||||
Basic (in dollars per share) | $ (0.06) | $ (0.39) | $ (0.24) | $ (0.84) |
Diluted (in dollars per share) | $ (0.20) | $ (0.39) | $ (0.37) | $ (0.84) |
Weighted-average number of shares used in computing net loss per share: | ||||
Basic (in shares) | 67,970 | 29,142 | 67,074 | 28,642 |
Diluted (in shares) | 70,202 | 29,142 | 72,467 | 28,642 |
Consolidated Consolidated State
Consolidated Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Preferred Shares | Additional Paid-In Capital | Accumulated Deficit |
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2019 | 27,453 | 701 | |||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2019 | $ 25,042 | $ 27 | $ 355,268 | $ (330,954) | |
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | |||||
Issuance of common stock (in shares) | 187 | 0 | |||
Issuance of common stock, net | 440 | $ 1 | 439 | ||
Stock-based compensation expense | 384 | 384 | |||
Issuance of common stock under employee benefit plans (in shares) | 4 | ||||
Issuance of common stock under employee benefit plans | 0 | 0 | |||
Net loss | (12,853) | (12,853) | |||
Balance - Stockholders' Equity (Deficit) (in shares) at Mar. 31, 2020 | 27,644 | 701 | |||
Balance - Stockholders' Equity (Deficit) at Mar. 31, 2020 | 13,013 | $ 28 | 356,091 | (343,807) | |
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2019 | 27,453 | 701 | |||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2019 | 25,042 | $ 27 | 355,268 | (330,954) | |
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | |||||
Net loss | (24,174) | ||||
Balance - Stockholders' Equity (Deficit) (in shares) at Jun. 30, 2020 | 29,964 | 701 | |||
Balance - Stockholders' Equity (Deficit) at Jun. 30, 2020 | 8,037 | $ 30 | 362,434 | (355,128) | |
Balance - Stockholders' Equity (Deficit) (in shares) at Mar. 31, 2020 | 27,644 | 701 | |||
Balance - Stockholders' Equity (Deficit) at Mar. 31, 2020 | 13,013 | $ 28 | 356,091 | (343,807) | |
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | |||||
Issuance of common stock (in shares) | 2,287 | ||||
Issuance of common stock, net | 5,799 | $ 2 | 5,797 | ||
Stock-based compensation expense | 486 | 486 | |||
Issuance of common stock under employee benefit plans (in shares) | 33 | ||||
Issuance of common stock under employee benefit plans | 60 | 60 | |||
Net loss | (11,321) | (11,321) | |||
Balance - Stockholders' Equity (Deficit) (in shares) at Jun. 30, 2020 | 29,964 | 701 | |||
Balance - Stockholders' Equity (Deficit) at Jun. 30, 2020 | 8,037 | $ 30 | 362,434 | (355,128) | |
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2020 | 53,019 | 0 | |||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2020 | 8,982 | $ 53 | 383,597 | (374,668) | |
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | |||||
Issuance of common stock (in shares) | 1,301 | ||||
Issuance of common stock, net | 3,979 | $ 1 | 3,978 | ||
Stock-based compensation expense | 580 | 580 | |||
Issuance of warrants | 120 | 120 | |||
Issuance of common stock under employee benefit plans (in shares) | 49 | ||||
Issuance of common stock under employee benefit plans | 84 | 84 | |||
Net loss | (11,983) | (11,983) | |||
Balance - Stockholders' Equity (Deficit) (in shares) at Mar. 31, 2021 | 54,369 | 0 | |||
Balance - Stockholders' Equity (Deficit) at Mar. 31, 2021 | 1,762 | $ 54 | 388,359 | (386,651) | |
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2020 | 53,019 | 0 | |||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2020 | 8,982 | $ 53 | 383,597 | (374,668) | |
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | |||||
Net loss | (16,294) | ||||
Balance - Stockholders' Equity (Deficit) (in shares) at Jun. 30, 2021 | 57,014 | 0 | |||
Balance - Stockholders' Equity (Deficit) at Jun. 30, 2021 | 4,055 | $ 57 | 394,960 | (390,962) | |
Balance - Stockholders' Equity (Deficit) (in shares) at Mar. 31, 2021 | 54,369 | 0 | |||
Balance - Stockholders' Equity (Deficit) at Mar. 31, 2021 | 1,762 | $ 54 | 388,359 | (386,651) | |
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | |||||
Issuance of common stock (in shares) | 2,500 | ||||
Issuance of common stock, net | 5,515 | $ 3 | 5,512 | ||
Stock-based compensation expense | 1,014 | 1,014 | |||
Issuance of common stock under employee benefit plans (in shares) | 145 | ||||
Issuance of common stock under employee benefit plans | 75 | 75 | |||
Net loss | (4,311) | (4,311) | |||
Balance - Stockholders' Equity (Deficit) (in shares) at Jun. 30, 2021 | 57,014 | 0 | |||
Balance - Stockholders' Equity (Deficit) at Jun. 30, 2021 | $ 4,055 | $ 57 | $ 394,960 | $ (390,962) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net loss | $ (16,294) | $ (24,174) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 752 | 556 |
Stock-based compensation | 1,594 | 870 |
Change in fair value of warrant liability | (11,371) | (1,003) |
Amortization of Debt Issuance Costs and Discounts | 245 | 220 |
Payments for Other Operating Activities | 101 | 100 |
Changes in operating assets and liabilities | 2,068 | (281) |
Net cash used in operating activities | (22,905) | (23,712) |
Investing activities | ||
Purchases of property and equipment | (1,823) | (550) |
Proceeds from sale of equipment | 65 | 22 |
Net cash used in investing activities | (1,758) | (528) |
Financing activities | ||
Proceeds from issuance of common stock, net | 9,494 | 6,239 |
Proceeds from issuance of common stock under employee benefit plans | 159 | 60 |
Payments on finance lease | (23) | (78) |
Payment of deferred financing costs | (289) | 0 |
Proceeds from long-term debt | 10,000 | 0 |
Debt prepayment costs | (88) | 0 |
Repayment of long-term debt | (13,960) | 0 |
Net cash provided by financing activities | 5,293 | 6,221 |
Net decrease in cash, cash equivalents and restricted cash | (19,370) | (18,019) |
Cash, cash equivalents and restricted cash at beginning of period | 80,400 | 40,758 |
Cash, cash equivalents and restricted cash at end of period | 61,030 | 22,739 |
Non-cash financing activities and supplemental cash flow information | ||
Property and equipment included in accounts payable and accrued expenses | 314 | 0 |
Right-of-use asset obtained in exchange for lease liabilities | 0 | 5,931 |
Cash paid in connection with operating lease liabilities | 1,436 | 1,097 |
Cash paid for interest | $ 272 | $ 523 |
Organization and operations
Organization and operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and operations | Organization and operations Genocea Biosciences, Inc. ("Genocea" or the "Company”) is a biopharmaceutical company that was incorporated in Delaware on August 16, 2006 and has a principal place of business in Cambridge, Massachusetts. The Company is dedicated to discovering and developing novel cancer immunotherapies using its proprietary ATLAS TM platform. The ATLAS platform can profile each patient's CD4 + and CD8 + T cell immune responses to every potential target or “antigen” identified by next-generation sequencing of that patient's tumor. ATLAS zeroes in on both antigens that activate anti-tumor T cell responses and inhibitory antigens, or Inhibigens TM , that drive pro-tumor immune responses. Genocea believes this approach ensures that cancer immunotherapies, such as cellular therapies and vaccines, focus T cell responses on the tumor antigens most vulnerable to T cell targeting. Consequently, the Company believes that ATLAS may enable more immunogenic and efficacious cancer immunotherapies. Genocea operates as one segment, which is discovering, researching, developing and commercializing novel cancer immunotherapies. GEN-011 is an investigational adoptive T cell therapy comprising neoantigen-targeted peripheral T cells ("NPTs"). NPTs are peripheral blood-derived T cells targeted to ATLAS-identified neoantigens. By employing ATLAS to optimize neoantigen selection and by using T cells derived from peripheral blood, Genocea believes GEN-011 will enable potential patient efficacy, accessibility and cost advantages over other autologous T cell therapies. The Company is conducting a first-in-human clinical trial for GEN-011 (the “TiTAN TM trial”), and in the second quarter of 2021, Genocea dosed its first patient in the trial. GEN-009 is an investigational neoantigen vaccine delivering adjuvanted synthetic long peptides from ATLAS-identified neoantigens. Genocea reported long-term immunogenicity and clinical response data from its GEN-009 neoantigen Phase 1 clinical trial in June 2021, and the Company continues to monitor patients to further evaluate these efficacy signals. Genocea is devoting substantially all of its efforts to product research and development, initial market development, and raising capital. The Company has not generated any product revenue related to its primary business purpose to date and is subject to a number of risks and uncertainties common to companies in the biotech and pharmaceutical industry, including, but not limited to, the risks associated with the uncertainty of success of its preclinical and clinical trials; the challenges associated with gaining regulatory approval of product candidates; the risks associated with commercializing pharmaceutical products, if approved for marketing and sale; the potential for development by third parties of new technological innovations that may compete with Genocea's products; the dependence on key personnel; the challenges of protecting proprietary technology; the need to comply with government regulations; the high cost of drug development; competition from other companies; the uncertainty of being able to secure additional capital when needed to fund operations; and the challenges and uncertainty associated with the outbreak of the novel coronavirus ("COVID-19") that could adversely impact the Company's operations, supply chain, preclinical development work, clinical trials and ability to raise capital. The Company regularly evaluates whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the financial statements are issued. As of June 30, 2021, Genocea had an accumulated deficit of $391.0 million and anticipates that it will continue to incur significant operating losses for the foreseeable future as it continues to develop its product candidates. The Company expects that its cash and cash equivalents as of June 30, 2021 of $60.4 million should be sufficient to fund operations into the third quarter of 2022. These funds may not be sufficient to fund operations for at least the next twelve months from the date of issuance of these consolidated financial statements which raises substantial doubt about the Company’s ability to continue as a going concern. The future viability of the Company beyond one year from the date of issuance of these consolidated financial statements is dependent on its ability to raise additional capital to finance its operations. If the Company is unable to raise additional funds when needed, it may be required to implement cost reduction strategies, including ceasing development of GEN-011 or other research programs and activities, including the Inhibigens and COVID-19 programs. Genocea expects to finance its cash needs through a combination of equity offerings, strategic transactions, or other sources of funding, including utilization of the Lincoln Park Capital (“LPC”) purchase agreement and the at-the-market (“ATM”) equity offering program with Cowen and Company, LLC ("Cowen"). Although management plans to pursue additional funding, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, or at all. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policiesGenocea's significant accounting policies have not changed materially from those disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 10-K”). Basis of presentation The condensed consolidated financial statements include the accounts of the Company and a wholly owned subsidiary. Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, and necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in the 2020 10-K. Recently adopted accounting standards In 2019, the Financial Accounting Standards Board ("FASB") issued a new standard on Simplifying the Accounting for Income Taxes. The new standard simplifies the accounting for income taxes and became effective beginning after December 15, 2020. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. Recent accounting pronouncements |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue | Revenue In May 2020, Genocea entered into a material transfer agreement (the “MTA”) with Shionogi & Co., Ltd. (“Shionogi”) pursuant to which the Company agreed to transfer certain herpes simplex type 2 ("HSV-2") antigens from its GEN-003 program to Shionogi to evaluate the potential development of a novel HSV-2 vaccine. In connection with the agreement, Genocea provided Shionogi with an option to negotiate an exclusive development and commercialization license for the HSV-2 antigens prior to the expiration of the MTA (the "Exclusive Negotiation Period"). Under the terms of the MTA, Shionogi paid the Company a total of $3.0 million in non-refundable, creditable (with respect to the up-front fee pursuant to a development and commercialization agreement) fees. Genocea evaluated the promised goods and services within the MTA and determined those which represented separate performance obligations. As a result, the Company concluded there were two separate performance obligations at the inception of the MTA: (i) a combined performance obligation consisting of a limited use research license and the delivery of the initial antigen materials and (ii) the right to negotiate a license prior to expiration of the MTA. The Company determined that the exclusive limited use research license and the delivery of the initial antigen materials should be combined as they are not capable of being distinct. A third party would not be able to provide the initial antigen materials as it contains Genocea’s proprietary intellectual property, and Shionogi could not benefit from the research license without the initial antigen materials. The Company determined that the option to negotiate the development and commercialization agreement prior to the expiration of the MTA is a material right. The $3.0 million fee associated with the MTA is creditable against the upfront fee for the development and commercialization agreement and represents a discount that would otherwise not be available to the customer without entering into the MTA. Genocea estimated the standalone selling price of the initial antigen materials based on the expected cost plus a margin approach. The Company developed its standalone selling price for the material right by applying a probability-weighted likelihood that Shionogi will exercise its option to license the HSV-2 assets. The initial amount allocated to the limited use research license and the delivery of the initial antigen materials, or $0.9 million, was recognized upon delivery of the materials to Shionogi in the three months ended June 30, 2020. As of June 30, 2021, $1.6 million allocated to the material right is considered a contract liability and is recorded as deferred revenue on the Company's condensed consolidated balance sheet. In July 2021, Shionogi informed Genocea that their studies under the MTA were successful and demonstrated that GEN-003 antigen vaccination was protective in animal models of genital herpes. However, due to a change in Shionogi’s corporate focus, Shionogi will allow its Exclusive Negotiation Period to lapse and has elected to cease further negotiations as this time. As such, revenue associated with the material right will be recognized in Q3 2021 due to the termination of the MTA. |
Fair value of financial instrum
Fair value of financial instruments | 6 Months Ended |
Jun. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Fair value of financial instruments | Genocea has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. • Level 1—Fair values are determined by utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access; • Level 2—Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates, yield curves and foreign currency spot rates; and • Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company's financial assets and liabilities measured at fair value consist of cash equivalents and warrant liabilities, respectively. The fair value of Genocea’s cash equivalents is determined using quoted prices in active markets. The Company's cash equivalents consist of money market funds that are classified as Level 1. The fair value of Genocea’s warrant liabilities is determined using a Monte Carlo simulation. See Note 9. Warrants for the assumptions and methodologies used in calculating the estimated fair value. The Company’s warrant liabilities are classified as Level 3. The following table sets forth the Company's assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 (in thousands): Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Total (Level 1) (Level 2) (Level 3) June 30, 2021 Assets Cash equivalents $ 57,198 $ 57,198 $ — $ — Total assets $ 57,198 $ 57,198 $ — $ — Liabilities Warrant liabilities $ 44,747 $ — $ — $ 44,747 Total liabilities $ 44,747 $ — $ — $ 44,747 December 31, 2020 Assets Cash equivalents $ 76,866 $ 76,866 $ — $ — Total assets $ 76,866 $ 76,866 $ — $ — Liabilities Warrant liabilities $ 56,118 $ — $ — $ 56,118 Total liabilities $ 56,118 $ — $ — $ 56,118 The following table reflects the change in Genocea’s Level 3 warrant liabilities (in thousands): Warrant Liabilities Balance at December 31, 2020 $ 56,118 Change in fair value (11,371) Balance at June 30, 2021 $ 44,747 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, 2021 December 31, 2020 Research and development costs $ 3,746 $ 2,592 Payroll and other headcount-related costs 1,776 2,779 Other current liabilities 806 1,973 Total $ 6,328 $ 7,344 |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Operating leases As of June 30, 2021, Genocea has a lease for two floors of lab and office space in a multi-tenant building in Cambridge, Massachusetts through February 2025. Genocea has the option to extend the lease term for an additional five years, which is not included in the Company's right-of-use ("ROU") assets and associated lease liabilities as of June 30, 2021. In January 2021, Genocea entered into a sublease agreement for one floor of lab and office space through June 2022, with an option for the sublessee to extend the sublease for an additional two months. After the initial option, which is at the sublessee’s sole discretion, the sublease agreement contains additional options for the Company and the sublessee to mutually extend the sublease for up to an additional eighteen months. As Genocea retained its obligations under the sublease, it will record the payments received under the sublease as a reduction of lease expense. For the three and six months ended June 30, 2021, the Company recorded sublease income of $0.3 million and $0.7 million, respectively, as a reduction of lease expense. For the three months ended June 30, 2021 and 2020, the Company recorded lease expense, net of sublease income, of $0.3 million and $0.8 million, respectively. For the six months ended June 30, 2021 and 2020, the Company recorded lease expense, net of sublease income, of $0.6 million and $1.3 million, respectively. The weighted average remaining lease term and weighted average discount rate of the Company's operating leases are as follows: June 30, 2021 December 31, 2020 Weighted average remaining lease term (in years) 3.66 4.17 Weighted average discount rate 8.13 % 8.12 % The following table summarizes the presentation of leases in the Company's condensed consolidated balance sheets (in thousands): Classification June 30, 2021 December 31, 2020 Assets Operating Right-of-use assets $ 8,371 $ 9,278 Finance Right-of-use assets — 30 Total lease assets $ 8,371 $ 9,308 Liabilities Current: Operating Lease liabilities $ 2,218 $ 1,592 Finance Lease liabilities — 22 Non-current: Operating Lease liabilities, net of current portion 7,255 8,398 Total lease liabilities $ 9,473 $ 10,012 The minimum lease payments related to the Company's operating leases as of June 30, 2021 were as follows (in thousands): Remainder of 2021 $ 1,442 2022 2,943 2023 3,017 2024 3,092 2025 517 Total lease payments 11,011 Less: Imputed interest (1,538) Total $ 9,473 At June 30, 2021 and December 31, 2020, the Company had an outstanding letter of credit of $0.6 million with a financial institution related to a security deposit for the office and lab space lease, which is secured by cash on deposit and expires in February 2025. Contractual obligations Genocea has entered into certain agreements with various universities, contract research organizations and contract manufacturing organizations, which generally include cancellation clauses. Harvard University license agreement Genocea has an exclusive license agreement with Harvard University (“Harvard”), granting the Company an exclusive, worldwide, royalty-bearing, sublicensable license to three patent families, to develop, make, have made, use, market, offer for sale, sell, have sold and import licensed products and to perform licensed services related to the ATLAS discovery platform. Genocea is also obligated to pay Harvard milestone payments up to $1.6 million in the aggregate upon the achievement of certain development and regulatory milestones. As of June 30, 2021, the Company has paid $0.3 million in aggregate milestone payments. Genocea is obligated under this license agreement to use commercially reasonable efforts to develop, market and sell licensed products in compliance with an agreed-upon development plan. In addition, the Company is obligated to achieve specified development milestones, and in the event Genocea is unable to meet its development milestones for any type of product or service, absent any reasonable proposed extension or amendment thereof, Harvard has the right, depending on the type of product or service, to terminate this agreement with respect to such products or to convert the license to a non-exclusive, non-sublicensable license with respect to such products and services. Upon commercialization of the Company's products covered by the licensed patent rights or discovered using the licensed methods, Genocea is obligated to pay Harvard royalties on the net sales of such products and services sold by the Company, the Company's affiliates, and the Company's sublicensees. This royalty varies depending on the type of product or service and is in the low single digits. The sales-based royalty due by the Company’s sublicensees is the greater of the applicable royalty rate or a percentage in the high single digits or the low double digits of the royalties Genocea receives from such sublicensee, depending on the type of product. Based on the type of commercialized product or service, royalties are payable until the expiration of the last-to-expire valid claim under the licensed patent rights or for a period of ten years from first commercial sale of such product or service. The royalties payable to Harvard are subject to reduction, capped at a specified percentage, for any third-party payments required to be made. In addition to the royalty payments, if the Company receives any additional revenue (cash or non-cash) under any sublicense, it must pay Harvard a percentage of such revenue, excluding certain categories of payments, varying from the low single digits to up to the low double digits depending on the scope of the license that includes the sublicense. The license agreement with Harvard will expire on a product-by-product or service-by-service and country-by-country basis until the expiration of the last-to-expire valid claim under the licensed patent rights. The Company may terminate the agreement at any time by giving Harvard advance written notice. Harvard may also terminate the agreement (i) in the event of a material breach by the Company that remains uncured; (ii) in the event of the Company's insolvency, bankruptcy, or similar circumstances; (iii) or if Genocea challenges the validity of any patents licensed to it. Oncovir license and supply agreement Genocea has a license and supply agreement with Oncovir, Inc. (“Oncovir”) under which Oncovir will manufacture and supply an immunomodulator and vaccine adjuvant, Hiltonol® (poly-ICLC) (“Hiltonol”), to the Company for use in connection with the research, development, use, sale, manufacture, commercialization and marketing of products combining Hiltonol with the Company's technology (the “Combination Product”). Hiltonol is the adjuvant component of GEN-009, which will consist of synthetic long peptides or neoantigens identified using the Company's proprietary ATLAS platform, formulated with Hiltonol. Oncovir granted the Company a non-exclusive, assignable, royalty-bearing worldwide license, with the right to grant sublicenses through one tier, to certain of Oncovir’s intellectual property in connection with the research, development, or commercialization of Combination Products, including the use of Hiltonol, but not the use of Hiltonol for manufacturing or the use or sale of Hiltonol alone. The license will become perpetual, fully paid-up, and royalty-free on the later of January 25, 2028 or the date on which the last valid claim of any patent licensed to the Company under the agreement expires. Under this agreement, Genocea is obligated to pay Oncovir low to mid six-figure milestone payments upon the achievement of certain clinical trial milestones for each Combination Product and the first marketing approval for each Combination Product in certain territories, as well as tiered royalties in the low-single digits on a product-by-product basis based on the net sales of Combination Products. Genocea may terminate the agreement upon a decision to discontinue the development of the Combination Product or upon a determination by the Company or an applicable regulatory authority that Hiltonol or a Combination Product is not clinically safe or effective. The agreement may also be terminated by either party due to a material uncured breach by the other party, or due to the other party’s bankruptcy, insolvency, or dissolution. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt In April 2018, the Company entered into an amended and restated loan and security agreement with Hercules Capital, Inc. (“Hercules”), which was subsequently amended in November 2019 (as amended, the “Hercules Loan Agreement”). The Hercules Loan Agreement provided a $14.0 million secured term loan that was scheduled to mature on May 1, 2021 and that accrued interest at a floating rate per annum equal to the greater of (i) 8.00%, or (ii) the sum of 3.00% plus the prime rate. The Company was also obligated to pay a final payment charge of $1.0 million at maturity. On February 18, 2021 (the "2021 Loan Closing Date"), Genocea entered into a Loan and Security Agreement (the "2021 Loan Agreement") with Silicon Valley Bank ("SVB") for a $10.0 million secured term loan (the "2021 Term Loan"). $9.0 million of the proceeds from the 2021 Term Loan were used to repay the Company's borrowings that were outstanding at the 2021 Loan Closing Date under its previous loan and security agreement with Hercules, paying off all obligations owing under, and extinguishing, the Hercules Loan Agreement on the 2021 Loan Closing Date. The remaining proceeds from the 2021 Term Loan of $1.0 million were received by the Company for working capital and general corporate purposes. The 2021 Term Loan will mature on September 1, 2023, which may be extended to March 1, 2024 if certain performance milestones are achieved and no event of default has occurred or is continuing. The 2021 Term Loan accrues interest at a floating per annum rate equal to the greater of (i) 6.25% or (ii) the sum of 3.0% plus the prime rate. The 2021 Term Loan provides for interest-only payments until September 30, 2021, which may be extended to March 31, 2022 if certain performance milestones are achieved and no event of default has occurred or is continuing. Thereafter, amortization payments will be payable monthly in equal installments of principal and interest (subject to recalculation upon a change in prime rates) upon expiration of the interest-only period through maturity. The 2021 Term Loan is subject to a final payment charge of $0.5 million. The 2021 Term Loan may be prepaid in whole (but not in part), subject to a prepayment charge of 3.0%, if prepaid in any of the first twelve (12) months following the Closing Date, 2.0%, if prepaid after twelve (12) months following the Closing Date but on or prior to twenty four (24) months following the Closing Date, and 1.0% thereafter. The 2021 Term Loan is secured by a lien on substantially all of the assets of the Company, other than intellectual property, provided that such lien on substantially all assets includes any rights to payments and proceeds from the sale, licensing or disposition of intellectual property. The 2021 Loan Agreement contains customary covenants and representations, including a financial reporting covenant and limitations on dividends, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. There are no financial covenants. As of June 30, 2021, the Company was in compliance with all covenants under the 2021 Loan Agreement. The 2021 Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants, change of control and occurrence of a material adverse effect. Amounts outstanding during an event of default shall be payable on demand and shall accrue interest at an additional rate of 4.0% per annum of the past due amount outstanding. The Company has determined that the risk of subjective acceleration under the material adverse effects clause was remote and therefore has classified the long-term portion of the outstanding principal in non-current liabilities. In connection with the 2021 Loan Agreement, Genocea issued to SVB a warrant, dated February 18, 2021 (the "SVB Warrant") to purchase 43,478 shares of the common stock of the Company. See Note 9. Warrants . The Company recorded the fair value of the SVB warrant as a discount on the 2021 Term Loan that will be amortized over the expected term of the loan. As of June 30, 2021 and December 31, 2020, the Company had outstanding borrowings, net of unamortized debt issuance costs, of $9.8 million and $13.9 million, respectively. Interest expense was $0.3 million and $0.4 million for the three months ended June 30, 2021 and 2020, respectively. Interest expense was $0.6 and $0.7 million for the six months ended June 30, 2021 and 2020, respectively. Future principal payments, including final payment charges, as of June 30, 2021 are as follows: Principal Payments on Long-Term Debt Remainder of 2021 $ 1,250 2022 5,000 2023 4,250 $ 10,500 |
Stockholders' equity
Stockholders' equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders' equityEffective June 24, 2021, the Company increased the number of authorized shares of common stock from 170.0 million shares to 225.0 million shares. Agreement with Lincoln Park Capital Genocea has a purchase agreement with LPC pursuant to which, for a period of 30 months beginning in October 2019, the Company has the right, at its sole discretion, to sell up to $30.0 million of the Company's common stock to LPC based on prevailing market prices of its common stock at the time of each sale. The purchase agreement limits the Company's sales of shares of common stock to LPC to approximately 5.2 million shares of common stock, representing 19.99% of the shares of common stock outstanding on the date of the purchase agreement. The purchase agreement also prohibits the Company from directing LPC to purchase any shares of common stock if those shares, when aggregated with all other shares of the Company's common stock then beneficially owned by LPC and its affiliates, would result in LPC and its affiliates having beneficial ownership, at any single point in time, of more than 9.99% of the then total outstanding shares of the Company's common stock. As of June 30, 2021, the Company had $24.0 million remaining under its agreement with LPC. At-the-market equity offering program Genocea has an agreement with Cowen to establish an ATM equity offering program pursuant to which Cowen is able to offer and sell up to $50.0 million of the Company's common stock at prevailing market prices. In the six months ended June 30, 2021, the Company sold approximately 3.8 million shares under the ATM and received net proceeds of $9.5 million, after deducting commissions. Cumulatively through June 30, 2021, the Company has sold an aggregate of approximately 6.7 million shares under the ATM and received $19.4 million in net proceeds. As of June 30, 2021, the Company had $30.1 million in gross proceeds remaining under the ATM. |
Warrants Warrants
Warrants Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Warrants [Abstract] | |
Warrants | Warrants As of June 30, 2021, the Company had the following potentially issuable shares of common stock related to unexercised warrants outstanding (shares in thousands): Shares Exercise Price Expiration Date Classification Hercules Warrant 41 $ 6.80 Q2 2023 Equity 2018 Warrants 3,617 $ 9.60 Q1 2023 Liability 2019 Warrants 933 $ 4.52 Q1 2024 Equity 2019 Pre-Funded Warrants 531 $ 0.08 Q1 2039 Equity 2020 Warrants 33,613 $ 2.25 Q3 2024 Liability 2020 Pre-Funded Warrants 12,223 $ 0.01 N/A Equity SVB Warrant 43 $ 3.45 Q1 2026 Equity 51,001 Hercules Warrant The exercise price and the number of shares are subject to adjustment upon a merger event, reclassification of the shares of common stock, subdivision or combination of the shares of common stock or certain dividend payments. Genocea determined that the Hercules Warrant should be equity-classified. 2018 Warrants The exercise price and the number of shares are subject to adjustment upon a merger event, reclassification of the shares of common stock, subdivision or combination of the shares of common stock or certain dividend payments. In the event of an “Acquisition,” defined generally to include a merger or consolidation resulting in the sale of 50% or more of the voting securities of the Company, the sale of all, or substantially all, of the assets or voting securities of the Company, or other change of control transaction, as defined in the 2018 Warrants, Genocea will be obligated to use its best efforts to ensure that the holders of the 2018 Warrants receive new warrants from the surviving or acquiring entity (the “Acquirer”). The new warrants to purchase shares in the Acquirer shall have the same expiration date as the 2018 Warrants and a strike price that is based on the proportion of the value of the Acquirer’s stock to the Company’s common stock. If the Company is unable, despite its best efforts, to cause the Acquirer to issue new warrants in the Acquisition as described above, then, if the Company’s stockholders are to receive cash in the Acquisition, Genocea will settle the 2018 Warrants in cash and if the Company’s stockholders are to receive stock in the Acquisition, Genocea will issue shares of its common stock to each Warrant holder. As a result, the Company determined that the 2018 Warrants should be liability-classified. As the 2018 Warrants are liability-classified, the Company remeasures the fair value at each reporting date. Genocea initially recorded the 2018 Warrants at their estimated fair value of $18.2 million. In connection with the Company's remeasurement of the 2018 Warrants to fair value, it recorded income of $0.4 million and $0.2 million for the three months ended June 30, 2021 and 2020, respectively, and income of $0.6 million and $1.0 million for the six months ended June 30, 2021 and 2020, respectively. The fair value of the warrant liability related to the 2018 Warrants is $1.0 million and $1.7 million as of June 30, 2021 and December 31, 2020, respectively. The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the 2018 Warrants as of June 30, 2021 and December 31, 2020, respectively: June 30, 2021 December 31, 2020 Stock price $ 2.34 $ 2.42 Volatility 50.0% - 99.2% 50.0% - 101.5% Remaining term (in years) 1.6 2.0 Expected dividend yield — % — % Risk-free rate 0.16 % 0.13 % Acquisition event probability 20.0 % 25.0 % 2019 Warrants and 2019 Pre-Funded Warrants The exercise price of the warrants is subject to adjustment in the event of stock dividends, subdivisions, stock splits, stock combinations, reclassifications, reorganizations or a change of control affecting the Company's common stock. Genocea determined that the 2019 Warrants and the 2019 Pre-Funded Warrants should be equity-classified. The Company also determined that the 2019 Pre-Funded Warrants should be included in the determination of basic earnings per share. 2020 Warrants and 2020 Pre-Funded Warrants The exercise price of the 2020 Pre-Funded Warrants and the 2020 Warrants is subject to adjustment in the event of stock dividends, subdivisions, stock splits, stock combinations, reclassifications, reorganizations or a change of control affecting the Company's common stock. Genocea determined that the 2020 Pre-Funded Warrants should be equity-classified and be included in the determination of basic earnings per share. The holders of the 2020 Warrants were entitled to down-round protection until July 24, 2021. The Company was required to obtain shareholder approval for the adjustment to the exercise price as a result of any common stock issuance at a price per share less than $2.25, which resulted in the 2020 Warrants being liability-classified for the period from issuance through July 24, 2021. As the 2020 Warrants are liability-classified, the Company remeasures the fair value at each reporting date. Genocea initially recorded the 2020 Warrants at their estimated fair value of $62.5 million. In connection with the Company's remeasurement of the 2020 Warrants to fair value, the Company recorded income of $10.1 million and $10.8 million for the three and six months ended June 30, 2021, respectively. The fair value of the warrant liability related to the 2020 Warrants is $43.7 million and $54.5 million as of June 30, 2021 and December 31, 2020, respectively. At the expiration of the down-round protection feature on July 24, 2021, the 2020 Warrants will be remeasured to fair-value and subsequently be reclassified to equity. The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the 2020 Warrants as of June 30, 2021 and December 31, 2020, respectively: June 30, 2021 December 31, 2020 Stock price $ 2.34 $ 2.42 Volatility 95.4 % 119.1 % Remaining term (in years) 3.1 3.6 Expected dividend yield — — Risk-free rate 0.47 % 0.22 % Acquisition event probability 35.0 % 40.0 % |
Employee benefit plans
Employee benefit plans | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Employee benefit plans | Employee benefit plansGenocea grants equity awards in the form of stock options and restricted stock units (“RSUs”) to employees and directors of, and consultants and advisors to, the Company through its Amended and Restated 2014 Equity Incentive Plan (the "2014 Equity Incentive Plan"). As of June 30, 2021, there were approximately 0.6 million shares remaining for future issuance under the 2014 Equity Incentive Plan. The options have a ten-year term and were issued with an exercise price equal to the closing market price of Genocea’s common stock on the grant date. For equity awards with service-based vesting conditions, the Company recognizes compensation expense over the vesting period, which is generally over a four-year period. For equity awards with a market-based vesting condition, the Company recognizes compensation expense over the requisite service period. The number of shares awarded, if any, when a market-based award vests will depend on the degree of achievement of the corporate stock price metrics within the performance period of the award. The Company measures the fair value of stock options on the grant date using the Black-Scholes option pricing model. The fair value of the service-based RSUs is the closing market price of Genocea's common stock on the grant date. Determining the fair value of market-based RSUs The Company measures the fair value of market-based RSUs on the grant date using a Monte Carlo simulation model. The Monte Carlo simulation requires the input of assumptions, including the Company's stock price, the volatility of its stock price, remaining term in years, expected dividend yield, and risk-free rate. In addition, the valuation model considers the Company's probability of being acquired within the term of the market-based RSUs, as an acquisition event can potentially impact the vesting. The Company uses its own trading history to calculate the expected volatility of the market-based RSUs granted. The risk-free interest rate is determined by reference to implied yields available from U.S. Treasury securities with a remaining term equal to the expected term assumed at the grant date. The following table details the assumptions used in the Monte Carlo simulation model used to estimate the fair value of the market-based RSUs granted during the six months ended June 30, 2021: Six Months Ended June 30 2021 Stock price $ 3.01 Volatility 97.65 % Remaining term (in years) 2.8 Risk-free rate 0.29 % Annual acquisition event probability 33.0 % Stock-based compensation expense Total stock-based compensation expense recognized for stock options and RSUs is as follows (in thousands): Three Months Ended June 30 Six Months Ended June 30 2021 2020 2021 2020 Research and development $ 425 $ 218 $ 683 $ 378 General and administrative 589 268 911 492 Total $ 1,014 $ 486 $ 1,594 $ 870 Stock options The following table summarizes stock option activity (shares and aggregate intrinsic value in thousands): Shares Weighted Average Weighted Average Aggregate Outstanding at December 31, 2020 2,329 $ 7.05 $ 505 Granted 1,699 $ 2.98 Exercised (39) $ 2.21 Forfeited/cancelled (124) $ 8.14 Outstanding at June 30, 2021 3,865 $ 5.28 8.6 $ 422 Exercisable at June 30, 2021 1,210 $ 10.40 7.2 $ 121 RSUs The following table summarizes RSU activity (shares in thousands): Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2020 550 $ 2.13 Granted (1) 1,980 $ 2.52 Vested (119) $ 2.06 Forfeited/cancelled (35) $ 2.46 Outstanding as of June 30, 2021 2,376 $ 2.45 _________________________ 1. The number granted represents the number of shares issuable upon vesting of service-based and market-based RSUs, assuming the Company achieves its corporate stock price metrics at the target achievement level. Employee stock purchase plan The 2014 Employee Stock Purchase Plan, as amended (the "ESPP"), issues shares of common stock to participating eligible employees during two six-month offering periods each year. As of June 30, 2021, there were approximately 0.1 million shares remaining for future issuance under the ESPP. |
Net loss per share
Net loss per share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share Basic and diluted net loss per share was calculated as follows for the three and six months ended June 30, 2021 and 2020 (in thousands, except per share amounts): Three Months Ended June 30 Six Months Ended June 30 2021 2020 2021 2020 Numerator Net loss $ (4,311) $ (11,321) $ (16,294) $ (24,174) Less: Change in fair value of 2020 Warrants 10,084 — 10,756 — Adjusted net loss $ (14,395) $ (11,321) $ (27,050) $ (24,174) Denominator Weighted average common stock outstanding – basic 67,970 29,142 67,074 28,642 Dilutive effect of common stock issuable from 2,232 — 5,393 — Weighted average common stock outstanding – diluted 70,202 29,142 72,467 28,642 Net loss per share Basic $ (0.06) $ (0.39) $ (0.24) $ (0.84) Diluted $ (0.20) $ (0.39) $ (0.37) $ (0.84) The following potential common shares were excluded from the calculation of net loss per share due to their anti-dilutive effect for the six months ended June 30, 2021 and 2020 (in thousands): Six Months Ended June 30 2021 2020 Warrants 4,623 4,591 Stock options 3,865 2,515 RSUs 2,376 533 Total 10,864 7,639 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The condensed consolidated financial statements include the accounts of the Company and a wholly owned subsidiary. Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, and necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in the 2020 10-K. |
Significant accounting policies | Recently adopted accounting standards In 2019, the Financial Accounting Standards Board ("FASB") issued a new standard on Simplifying the Accounting for Income Taxes. The new standard simplifies the accounting for income taxes and became effective beginning after December 15, 2020. The Company adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. Recent accounting pronouncements |
Fair value of financial instruments | Genocea has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. • Level 1—Fair values are determined by utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access; • Level 2—Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates, yield curves and foreign currency spot rates; and • Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company's financial assets and liabilities measured at fair value consist of cash equivalents and warrant liabilities, respectively. |
Fair value of financial instr_2
Fair value of financial instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of June 30, 2021, the Company had the following potentially issuable shares of common stock related to unexercised warrants outstanding (shares in thousands): Shares Exercise Price Expiration Date Classification Hercules Warrant 41 $ 6.80 Q2 2023 Equity 2018 Warrants 3,617 $ 9.60 Q1 2023 Liability 2019 Warrants 933 $ 4.52 Q1 2024 Equity 2019 Pre-Funded Warrants 531 $ 0.08 Q1 2039 Equity 2020 Warrants 33,613 $ 2.25 Q3 2024 Liability 2020 Pre-Funded Warrants 12,223 $ 0.01 N/A Equity SVB Warrant 43 $ 3.45 Q1 2026 Equity 51,001 |
Schedule of financial instruments measured at fair value on recurring basis | Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Total (Level 1) (Level 2) (Level 3) June 30, 2021 Assets Cash equivalents $ 57,198 $ 57,198 $ — $ — Total assets $ 57,198 $ 57,198 $ — $ — Liabilities Warrant liabilities $ 44,747 $ — $ — $ 44,747 Total liabilities $ 44,747 $ — $ — $ 44,747 December 31, 2020 Assets Cash equivalents $ 76,866 $ 76,866 $ — $ — Total assets $ 76,866 $ 76,866 $ — $ — Liabilities Warrant liabilities $ 56,118 $ — $ — $ 56,118 Total liabilities $ 56,118 $ — $ — $ 56,118 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table reflects the change in Genocea’s Level 3 warrant liabilities (in thousands): Warrant Liabilities Balance at December 31, 2020 $ 56,118 Change in fair value (11,371) Balance at June 30, 2021 $ 44,747 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): June 30, 2021 December 31, 2020 Research and development costs $ 3,746 $ 2,592 Payroll and other headcount-related costs 1,776 2,779 Other current liabilities 806 1,973 Total $ 6,328 $ 7,344 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | The weighted average remaining lease term and weighted average discount rate of the Company's operating leases are as follows: June 30, 2021 December 31, 2020 Weighted average remaining lease term (in years) 3.66 4.17 Weighted average discount rate 8.13 % 8.12 % |
Assets And Liabilities, Lessee | The following table summarizes the presentation of leases in the Company's condensed consolidated balance sheets (in thousands): Classification June 30, 2021 December 31, 2020 Assets Operating Right-of-use assets $ 8,371 $ 9,278 Finance Right-of-use assets — 30 Total lease assets $ 8,371 $ 9,308 Liabilities Current: Operating Lease liabilities $ 2,218 $ 1,592 Finance Lease liabilities — 22 Non-current: Operating Lease liabilities, net of current portion 7,255 8,398 Total lease liabilities $ 9,473 $ 10,012 |
Lessee, Operating Lease, Liability, Maturity | The minimum lease payments related to the Company's operating leases as of June 30, 2021 were as follows (in thousands): Remainder of 2021 $ 1,442 2022 2,943 2023 3,017 2024 3,092 2025 517 Total lease payments 11,011 Less: Imputed interest (1,538) Total $ 9,473 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of future principal payments | Future principal payments, including final payment charges, as of June 30, 2021 are as follows: Principal Payments on Long-Term Debt Remainder of 2021 $ 1,250 2022 5,000 2023 4,250 $ 10,500 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Warrants [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of June 30, 2021, the Company had the following potentially issuable shares of common stock related to unexercised warrants outstanding (shares in thousands): Shares Exercise Price Expiration Date Classification Hercules Warrant 41 $ 6.80 Q2 2023 Equity 2018 Warrants 3,617 $ 9.60 Q1 2023 Liability 2019 Warrants 933 $ 4.52 Q1 2024 Equity 2019 Pre-Funded Warrants 531 $ 0.08 Q1 2039 Equity 2020 Warrants 33,613 $ 2.25 Q3 2024 Liability 2020 Pre-Funded Warrants 12,223 $ 0.01 N/A Equity SVB Warrant 43 $ 3.45 Q1 2026 Equity 51,001 |
Fair Value Measurement Inputs and Valuation Techniques | The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the 2018 Warrants as of June 30, 2021 and December 31, 2020, respectively: June 30, 2021 December 31, 2020 Stock price $ 2.34 $ 2.42 Volatility 50.0% - 99.2% 50.0% - 101.5% Remaining term (in years) 1.6 2.0 Expected dividend yield — % — % Risk-free rate 0.16 % 0.13 % Acquisition event probability 20.0 % 25.0 % The following table details the assumptions used in the Monte Carlo simulation models used to estimate the fair value of the 2020 Warrants as of June 30, 2021 and December 31, 2020, respectively: June 30, 2021 December 31, 2020 Stock price $ 2.34 $ 2.42 Volatility 95.4 % 119.1 % Remaining term (in years) 3.1 3.6 Expected dividend yield — — Risk-free rate 0.47 % 0.22 % Acquisition event probability 35.0 % 40.0 % |
Employee benefit plans (Tables)
Employee benefit plans (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table details the assumptions used in the Monte Carlo simulation model used to estimate the fair value of the market-based RSUs granted during the six months ended June 30, 2021: Six Months Ended June 30 2021 Stock price $ 3.01 Volatility 97.65 % Remaining term (in years) 2.8 Risk-free rate 0.29 % Annual acquisition event probability 33.0 % |
Schedule of stock-based compensation expense for stock options granted to employees and non-employees | Total stock-based compensation expense recognized for stock options and RSUs is as follows (in thousands): Three Months Ended June 30 Six Months Ended June 30 2021 2020 2021 2020 Research and development $ 425 $ 218 $ 683 $ 378 General and administrative 589 268 911 492 Total $ 1,014 $ 486 $ 1,594 $ 870 |
Schedule of stock option activity for employees and nonemployees | The following table summarizes stock option activity (shares and aggregate intrinsic value in thousands): Shares Weighted Average Weighted Average Aggregate Outstanding at December 31, 2020 2,329 $ 7.05 $ 505 Granted 1,699 $ 2.98 Exercised (39) $ 2.21 Forfeited/cancelled (124) $ 8.14 Outstanding at June 30, 2021 3,865 $ 5.28 8.6 $ 422 Exercisable at June 30, 2021 1,210 $ 10.40 7.2 $ 121 The following table summarizes RSU activity (shares in thousands): Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2020 550 $ 2.13 Granted (1) 1,980 $ 2.52 Vested (119) $ 2.06 Forfeited/cancelled (35) $ 2.46 Outstanding as of June 30, 2021 2,376 $ 2.45 _________________________ |
Net loss per share (Tables)
Net loss per share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per share was calculated as follows for the three and six months ended June 30, 2021 and 2020 (in thousands, except per share amounts): Three Months Ended June 30 Six Months Ended June 30 2021 2020 2021 2020 Numerator Net loss $ (4,311) $ (11,321) $ (16,294) $ (24,174) Less: Change in fair value of 2020 Warrants 10,084 — 10,756 — Adjusted net loss $ (14,395) $ (11,321) $ (27,050) $ (24,174) Denominator Weighted average common stock outstanding – basic 67,970 29,142 67,074 28,642 Dilutive effect of common stock issuable from 2,232 — 5,393 — Weighted average common stock outstanding – diluted 70,202 29,142 72,467 28,642 Net loss per share Basic $ (0.06) $ (0.39) $ (0.24) $ (0.84) Diluted $ (0.20) $ (0.39) $ (0.37) $ (0.84) |
Schedule of common stock equivalents, presented on converted basis, were excluded from calculation of net loss per share due to anti-dilutive effect | The following potential common shares were excluded from the calculation of net loss per share due to their anti-dilutive effect for the six months ended June 30, 2021 and 2020 (in thousands): Six Months Ended June 30 2021 2020 Warrants 4,623 4,591 Stock options 3,865 2,515 RSUs 2,376 533 Total 10,864 7,639 |
Organization and operations (De
Organization and operations (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021USD ($)segments | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ (390,962) | $ (374,668) | |
Cash and cash equivalents | 60,399 | $ 79,769 | |
Cash used in operating activities | $ (22,905) | $ (23,712) | |
Number of operating segments | segments | 1 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 0 | $ 906 | $ 0 | $ 906 | ||
Deferred revenue | 1,641 | 1,641 | $ 1,641 | |||
Material Transfer Agreement | Shionogi & Co., Ltd. | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue | $ 3,000 | $ 900 | $ 900 | |||
Deferred revenue | $ 1,600 | $ 1,600 |
Fair value of financial instr_3
Fair value of financial instruments - Schedule of cash equivalents and investments carried at fair value (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | ||
Assets, Fair Value Disclosure | $ 57,198 | $ 76,866 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure, Total | 44,747 | 56,118 |
Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 44,747 | 56,118 |
Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Included in cash equivalents | 57,198 | 76,866 |
Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, Fair Value Disclosure | 57,198 | 76,866 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 |
Level 1 | Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | 0 |
Level 1 | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Included in cash equivalents | 57,198 | 76,866 |
Level 2 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure, Total | 0 | 0 |
Level 2 | Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 0 | 0 |
Level 2 | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Included in cash equivalents | 0 | 0 |
Level 3 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Financial Liabilities Fair Value Disclosure, Total | 44,747 | 56,118 |
Level 3 | Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liabilities | 44,747 | 56,118 |
Level 3 | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Included in cash equivalents | $ 0 | $ 0 |
Fair value of financial instr_4
Fair value of financial instruments - Change in the Company’s Level 3 Warrant liabilities (Details) - Warrants - Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | $ 56,118 |
Change in fair value | (11,371) |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $ 44,747 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Research and development costs | $ 3,746 | $ 2,592 |
Payroll and other headcount-related costs | 1,776 | 2,779 |
Other Liabilities, Current | 806 | 1,973 |
Accrued Expenses and Other Current Liabilities | $ 6,328 | $ 7,344 |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)floor | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)floor | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Operating Leased Assets [Line Items] | |||||
Operating lease liability | $ 9,473 | $ 9,473 | |||
Sublease Income | 300 | 700 | |||
Licensing agreement, amount | 1,600 | 1,600 | |||
Licensing agreement, milestone payment, amount | 300 | ||||
Operating lease expense | $ 300 | $ 800 | $ 600 | $ 1,300 | |
Patents | |||||
Operating Leased Assets [Line Items] | |||||
Useful life (in years) | 10 years | ||||
Lease Extension for office and lab space | |||||
Operating Leased Assets [Line Items] | |||||
Number of floors leased | floor | 2 | 2 | |||
Master Facilities Operating Lease Due February 28, 2025 | |||||
Operating Leased Assets [Line Items] | |||||
Restricted cash and cash equivalents | $ 600 | $ 600 | $ 600 |
Commitments and contingencies_2
Commitments and contingencies - Operating Lease Term and Discount Rate (Details) | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted average remaining lease term (in years) | 3 years 7 months 28 days | 4 years 2 months 1 day |
Weighted average discount rate | 8.13% | 8.12% |
Commitments and contingencies_3
Commitments and contingencies - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Lease Assets [Abstract] | ||
Operating lease, right-of-use asset | $ 8,371 | $ 9,278 |
Finance Lease, Right-of-Use Asset | 0 | 30 |
Finance and Operating Lease, Right-of-Use Asset | 8,371 | 9,308 |
Lease Liabilities, Current [Abstract] | ||
Operating Lease, Liability, Current | 2,218 | 1,592 |
Finance Lease, Liability, Current | 0 | 22 |
Lease Liabilities, Noncurrent [Abstract] | ||
Operating Lease, Liability, Noncurrent | 7,255 | 8,398 |
Total | $ 9,473 | $ 10,012 |
Commitments and contingencies_4
Commitments and contingencies - Future minimum lease payments (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Remainder of 2021 | $ 1,442 |
2022 | 2,943 |
2023 | 3,017 |
2024 | 3,092 |
2025 | 517 |
Total lease payments | 11,011 |
Less: Imputed interest | (1,538) |
Total | $ 9,473 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Feb. 18, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Nov. 30, 2019 | Apr. 24, 2018 |
Long-Term Debt | ||||||||
Repayment of long-term debt | $ (13,960,000) | $ 0 | ||||||
2018 Term Loan | Line of Credit | ||||||||
Long-Term Debt | ||||||||
Debt financing | $ 14,000,000 | |||||||
Interest rate (as a percent) | 8.00% | |||||||
End of term charge | $ 1,000,000 | |||||||
Repayment of long-term debt | $ (9,000,000) | |||||||
2018 Term Loan | Line of Credit | Prime rate | ||||||||
Long-Term Debt | ||||||||
Variable rate (as a percent) | 3.00% | |||||||
2014 Term Loan, First Tranche | Line of Credit | ||||||||
Long-Term Debt | ||||||||
Outstanding borrowings | $ 9,800,000 | 9,800,000 | $ 13,900,000 | |||||
2014 Term Loan | Line of Credit | ||||||||
Long-Term Debt | ||||||||
Interest expense | $ 300,000 | $ 400,000 | $ 600,000 | $ 700,000 | ||||
2021 Term Loan | Notes Payable to Banks | ||||||||
Long-Term Debt | ||||||||
Interest rate (as a percent) | 625.00% | |||||||
End of term charge | $ 500,000 | |||||||
Debt Instrument, Covenant Compliance, Prepayment Charge, Period One, Percent | 3.00% | |||||||
Debt Instrument, Covenant Compliance, Prepayment Charge, Period Two, Percent | 2.00% | |||||||
Debt Instrument, Covenant Compliance, Prepayment Charge, Period Three, Percent | 1.00% | |||||||
Debt Instrument, Interest Rate, Default Rate, Additional Annual Interest Rate, Percent | 4.00% | |||||||
Debt face Amount | $ 10,000,000 | |||||||
Proceeds from loans | $ 1,000,000 | |||||||
2021 Term Loan | Notes Payable to Banks | Prime rate | ||||||||
Long-Term Debt | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 300.00% |
Debt (Details)
Debt (Details) - 2021 Term Loan - Notes Payable to Banks $ in Thousands | Jun. 30, 2021USD ($) |
Long-Term Debt | |
1250000 | $ 1,250 |
2022 | 5,000 |
2023 | 4,250 |
Long-term debt | $ 10,500 |
Stockholders' equity - Narrativ
Stockholders' equity - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 73 Months Ended | |||||||
Oct. 31, 2019 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2016 | Mar. 31, 2021 | Jun. 24, 2021 | Jun. 23, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Proceeds from issuance of common stock | $ 9,494 | $ 6,239 | ||||||||||
Common stock, shares authorized (in shares) | 225,000,000 | 225,000,000 | 225,000,000 | 170,000,000 | 170,000,000 | |||||||
Common Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 2,500,000 | 1,301,000 | 2,287,000 | 187,000 | ||||||||
At-the-market equity offering program | Common Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 6,700,000 | |||||||||||
Shares authorized for issuance, remaining amount (in shares) | $ 30,100 | $ 30,100 | ||||||||||
Proceeds from issuance of common stock | $ 19,400 | |||||||||||
At-the-market equity offering program | Common Stock | Private placement | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares authorized for issuance, value | $ 50,000 | |||||||||||
Number of shares issued in transaction (in shares) | 3,800,000 | |||||||||||
Sale of stock, consideration received on transaction | $ 9,500 | |||||||||||
Lincoln Park Capital | Common Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Purchase agreement period (in months) | 30 months | |||||||||||
Shares authorized for issuance, value | $ 30,000 | |||||||||||
Shares authorized for issuance, remaining amount (in shares) | $ 24,000 | $ 24,000 | ||||||||||
Lincoln Park Capital | Common Stock | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Issuance of common stock (in shares) | 5,200,000 | |||||||||||
Shares outstanding, agreement threshold, percent | 19.99% | |||||||||||
Shares outstanding of affiliate beneficial ownership, agreement threshold, percent | 9.99% |
Warrants - Issuable Shares of C
Warrants - Issuable Shares of Common Stock Related to Unexercised Warrants Outstanding (Details) shares in Thousands | Jun. 30, 2021$ / sharesshares |
Total | |
Class of Stock [Line Items] | |
Shares | 51,001 |
Hercules Warrant | |
Class of Stock [Line Items] | |
Shares | 41 |
Exercise price (in dollars per share) | $ / shares | $ 6.80 |
2018 Warrants | |
Class of Stock [Line Items] | |
Shares | 3,617 |
Exercise price (in dollars per share) | $ / shares | $ 9.60 |
2019 Warrants | |
Class of Stock [Line Items] | |
Shares | 933 |
Exercise price (in dollars per share) | $ / shares | $ 4.52 |
2019 Pre-Funded Warrants | |
Class of Stock [Line Items] | |
Shares | 531 |
Exercise price (in dollars per share) | $ / shares | $ 0.08 |
2020 Warrants | |
Class of Stock [Line Items] | |
Shares | 33,613 |
Exercise price (in dollars per share) | $ / shares | $ 2.25 |
2020 Pre-Funded Warrants | |
Class of Stock [Line Items] | |
Shares | 12,223 |
Exercise price (in dollars per share) | $ / shares | $ 0.01 |
SVB Warrant | |
Class of Stock [Line Items] | |
Shares | 43 |
Exercise price (in dollars per share) | $ / shares | $ 3.45 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Feb. 18, 2021 | Dec. 31, 2020 | Jul. 24, 2020 | Jan. 01, 2018 | |
Class of Stock [Line Items] | ||||||||
Change in fair value of warrants | $ 10,517 | $ 222 | $ 11,371 | $ 1,003 | ||||
Warrant liabilities | 44,747 | 44,747 | $ 56,118 | |||||
Level 3 | Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of Warrants | 44,747 | 44,747 | 56,118 | |||||
2020 Warrants | Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of Warrants | $ 62,500 | |||||||
Change in fair value of warrants | 10,100 | 10,800 | ||||||
2020 Warrants | Level 3 | Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant liabilities | 43,700 | 43,700 | 54,500 | |||||
SVB Warrant | 2021 Term Loan | Notes Payable to Banks | ||||||||
Class of Stock [Line Items] | ||||||||
Number of securities called by warrants (in shares) | 43,478 | |||||||
2018 Warrants | Level 3 | Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of Warrants | $ 18,200 | |||||||
Change in fair value of warrants | 400 | $ 200 | 600 | $ 1,000 | ||||
Warrant liabilities | $ 1,000 | $ 1,000 | $ 1,700 |
Warrants - Fair Value Warrant L
Warrants - Fair Value Warrant Liability Assumptions (Details) | Jun. 30, 2021$ / sharesfloor | Dec. 31, 2020floor$ / shares | Jul. 31, 2020$ / shares |
Stock price | Warrants | 2020 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | $ / shares | 2.34 | 2.42 | |
Stock price | Warrants | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | $ / shares | 2.34 | 2.42 | |
Volatility | Minimum | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | floor | 0.500 | 0.500 | |
Volatility | Maximum | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | floor | 0.992 | 1.015 | |
Volatility | Warrants | 2020 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0.954 | 1.191 | |
Remaining term (in years) | Warrants | 2020 Warrants | |||
Class of Stock [Line Items] | |||
Warrants and rights outstanding, term | 3 years 1 month 6 days | 3 years 7 months 6 days | |
Remaining term (in years) | Warrants | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Warrants and rights outstanding, term | 1 year 7 months 6 days | 2 years | |
Expected dividend yield | Warrants | 2020 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0 | 0 | |
Expected dividend yield | Warrants | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0 | 0 | |
Risk-free rate | Warrants | 2020 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0.0047 | 0.0022 | |
Risk-free rate | Warrants | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0.0016 | 0.0013 | |
Acquisition event probability | Warrants | 2020 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0.350 | 0.400 | |
Acquisition event probability | Warrants | 2018 Warrants | |||
Class of Stock [Line Items] | |||
Measurement input | 0.200 | 0.250 |
Employee benefit plans - Narrat
Employee benefit plans - Narrative (Details) - ESPP shares in Millions | Jun. 30, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for future issuance | 0.1 |
Amended and Restated 2014 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for future issuance | 0.6 |
Employee benefit plans - Weight
Employee benefit plans - Weighted-average assumptions used (Details) | Mar. 15, 2021$ / shares |
Fair value of each employee stock award on the grant date and the assumptions regarding the fair value of the underlying common stock | |
Share price (in dollars per share) | $ 3.01 |
Volatility | 97.65% |
Remaining term (in years) | 2 years 9 months 18 days |
Risk-free rate | 0.29% |
Annual acquisition event probability | 33.00% |
Employee benefit plans - Stock
Employee benefit plans - Stock based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock Based Compensation Expense | ||||
Total stock-based compensation expense | $ 1,014 | $ 486 | $ 1,594 | $ 870 |
Research and development | ||||
Stock Based Compensation Expense | ||||
Total stock-based compensation expense | 425 | 218 | 683 | 378 |
General and administrative | ||||
Stock Based Compensation Expense | ||||
Total stock-based compensation expense | $ 589 | $ 268 | $ 911 | $ 492 |
Employee benefit plans - Stoc_2
Employee benefit plans - Stock option activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Stock options | |
Shares | |
Outstanding at the beginning of the period (in shares) | 2,329 |
Granted (in shares) | 1,699 |
Exercised (in shares) | (39) |
Canceled (in shares) | (124) |
Outstanding at the end of the period (in shares) | 3,865 |
Exercisable at the end of the period (in shares) | 1,210 |
Weighted Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 7.05 |
Granted (in dollars per share) | $ / shares | 2.98 |
Exercised (in dollars per share) | $ / shares | 2.21 |
Canceled (in dollars per share) | $ / shares | 8.14 |
Outstanding at the end of the period (in dollars per share) | $ / shares | 5.28 |
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 10.40 |
Weighted Average Remaining Contractual Term (in years) | |
Outstanding at the beginning/end of the period | 8 years 7 months 6 days |
Exercisable at the end of the period | 7 years 2 months 12 days |
Aggregate Intrinsic Value | |
Outstanding at the beginning of the period (in dollars) | $ | $ 505 |
Outstanding at the end of the period (in dollars) | $ | 422 |
Exercisable at the end of the period (in dollars) | $ | $ 121 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |
Granted (in shares) | 1,699 |
Restricted Stock Units (RSUs) | |
Shares | |
Granted (in shares) | 1,980 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance (in shares) | 550 |
Granted (in shares) | 1,980 |
Vested (in shares) | (119) |
Forfeited/cancelled, Shares | (35) |
Ending Balance (in shares) | 2,376 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 2.13 |
Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 2.52 |
Vested, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 2.06 |
Forfeited/cancelled, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | 2.46 |
Ending Balance, Weighted-Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 2.45 |
Net loss per share - Schedule o
Net loss per share - Schedule of earnings per share, basic and diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (4,311) | $ (11,983) | $ (11,321) | $ (12,853) | $ (16,294) | $ (24,174) |
Preferred Stock Dividends and Other Adjustments | 10,084 | 0 | 10,756 | 0 | ||
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ (14,395) | $ (11,321) | $ (27,050) | $ (24,174) | ||
Weighted average common stock outstanding - basic (in shares) | 67,970 | 29,142 | 67,074 | 28,642 | ||
Dilutive effect of shares of common stock equivalents (in shares) | 2,232 | 0 | 5,393 | 0 | ||
Weighted average common stock outstanding - Diluted (in shares) | 70,202 | 29,142 | 72,467 | 28,642 | ||
Basic (in dollars per share) | $ (0.06) | $ (0.39) | $ (0.24) | $ (0.84) | ||
Diluted (in dollars per share) | $ (0.20) | $ (0.39) | $ (0.37) | $ (0.84) |
Net loss per share - Attributab
Net loss per share - Attributable to common stockholders (Details) - shares shares in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 10,864 | 7,639 |
Warrants | Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,623 | 4,591 |
Employee And Nonemployee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,865 | 2,515 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,376 | 533 |