Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | UBX | |
Entity Registrant Name | Unity Biotechnology, Inc. | |
Entity Central Index Key | 0001463361 | |
Current Fiscal Year End Date | --12-31 | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 54,855,200 | |
Entity Shell Company | false | |
Entity File Number | 001-38470 | |
Entity Tax Identification Number | 26-4726035 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 285 East Grand Ave. | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 416-1192 | |
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 26,842 | $ 17,807 |
Short-term marketable securities | 73,617 | 79,892 |
Prepaid expenses and other current assets | 1,582 | 3,167 |
Total current assets | 102,041 | 100,866 |
Property and equipment, net | 11,941 | 12,627 |
Operating lease right-of-use assets | 22,967 | 23,509 |
Long-term marketable securities | 9,790 | 17,871 |
Restricted cash | 1,446 | 1,446 |
Total assets | 148,185 | 156,319 |
Current liabilities: | ||
Accounts payable | 1,975 | 2,558 |
Accrued compensation | 1,839 | 5,355 |
Accrued and other current liabilities | 6,455 | 6,550 |
Total current liabilities | 10,269 | 14,463 |
Operating lease liability, net of current portion | 33,264 | 34,468 |
Long-term debt, net | 24,699 | 24,508 |
Total liabilities | 68,232 | 73,439 |
Commitments and contingencies (Note 6) | 0 | 0 |
Stockholders’ equity: | ||
Convertible preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 300,000,000 shares authorized as of March 31, 2021 and December 31, 2020; 54,787,709 and 53,253,213 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 5 | 5 |
Additional paid-in capital | 435,198 | 422,379 |
Related party promissory notes for purchase of common stock | 0 | (210) |
Promissory notes for purchase of common stock | (210) | 0 |
Accumulated other comprehensive gain | 15 | 5 |
Accumulated deficit | (355,055) | (339,299) |
Total stockholders’ equity | 79,953 | 82,880 |
Total liabilities and stockholders’ equity | $ 148,185 | $ 156,319 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 54,787,709 | 53,253,213 |
Common stock, shares outstanding | 54,787,709 | 53,253,213 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 8,717 | $ 19,265 |
General and administrative | 6,226 | 5,953 |
Change in fair value of contingent consideration | 0 | (221) |
Impairment of long-lived assets | 0 | 2,159 |
Total operating expenses | 14,943 | 27,156 |
Loss from operations | (14,943) | (27,156) |
Interest income | 36 | 527 |
Interest expense | (775) | 0 |
Other expense | (74) | (1,409) |
Net loss | (15,756) | (28,038) |
Other comprehensive gain | ||
Unrealized gain on marketable debt securities | 10 | 283 |
Comprehensive loss | $ (15,746) | $ (27,755) |
Net loss per share, basic and diluted | $ (0.29) | $ (0.59) |
Weighted-average number of shares used in computing net loss per share, basic and diluted | 54,169,349 | 47,544,401 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | At The Market Equity Offering Program | Common Stock | Common StockAt The Market Equity Offering Program | Additional Paid-In Capital | Additional Paid-In CapitalAt The Market Equity Offering Program | Related Party Promissory Notes for Purchase of Common Stock | Promissory Notes for Purchase of Common Stock | Accumulated Other Comprehensive Gain | Accumulated Deficit | Employee Promissory Notes for Purchase of Common Stock |
Beginning balance at Dec. 31, 2019 | $ 120,707 | $ 5 | $ 366,695 | $ (210) | $ 90 | $ (245,455) | $ (418) | ||||
Beginning balance, (in shares) at Dec. 31, 2019 | 47,227,065 | ||||||||||
Issuance of common stock, net of issuance costs, under at-the-market ("ATM") equity offering program | $ 8,763 | $ 8,763 | |||||||||
Issuance of common stock (in shares) | 1,513,840 | ||||||||||
Issuance of common stock upon exercise of stock options | 249 | 249 | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 73,049 | ||||||||||
Vesting of early exercised stock options | 40 | 40 | |||||||||
Stock-based compensation | 3,225 | 3,225 | |||||||||
Common stock issued for services | 100 | 100 | |||||||||
Common stock issued for services (in shares) | 43,550 | ||||||||||
Unrealized gain on marketable debt securities | 283 | 283 | |||||||||
Net loss | (28,038) | (28,038) | |||||||||
Ending balance at Mar. 31, 2020 | 105,329 | $ 5 | 379,072 | (210) | 373 | (273,493) | (418) | ||||
Ending balance, (in shares) at Mar. 31, 2020 | 48,857,504 | ||||||||||
Beginning balance at Dec. 31, 2019 | 120,707 | $ 5 | 366,695 | (210) | 90 | (245,455) | $ (418) | ||||
Beginning balance, (in shares) at Dec. 31, 2019 | 47,227,065 | ||||||||||
Ending balance at Dec. 31, 2020 | $ 82,880 | $ 5 | 422,379 | (210) | 5 | (339,299) | |||||
Ending balance, (in shares) at Dec. 31, 2020 | 53,253,213 | 53,253,213 | |||||||||
Issuance of common stock, net of issuance costs, under at-the-market ("ATM") equity offering program | $ 8,892 | $ 8,892 | |||||||||
Issuance of common stock (in shares) | 1,220,629 | ||||||||||
Issuance of common stock upon exercise of stock options | $ 1,183 | 1,183 | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 259,019 | 259,019 | |||||||||
Repurchase of early exercised shares, (in shares) | (33,370) | ||||||||||
Stock-based compensation | $ 2,744 | 2,744 | |||||||||
Vesting of restricted stock units, (in shares) | (88,218) | ||||||||||
Reclass of promissory notes for purchase of common stock | $ 210 | $ (210) | |||||||||
Unrealized gain on marketable debt securities | 10 | 10 | |||||||||
Net loss | (15,756) | (15,756) | |||||||||
Ending balance at Mar. 31, 2021 | $ 79,953 | $ 5 | $ 435,198 | $ (210) | $ 15 | $ (355,055) | |||||
Ending balance, (in shares) at Mar. 31, 2021 | 54,787,709 | 54,787,709 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | ||
Net loss | $ (15,756) | $ (28,038) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 757 | 903 |
Amortization of debt issuance costs | 191 | 0 |
Net accretion and amortization of premium and discounts on marketable securities | 290 | (63) |
Stock-based compensation | 2,744 | 3,317 |
Non-cash rent expense | (556) | 461 |
Impairment of long-lived assets | 0 | 2,159 |
Change in fair value of strategic investment | 0 | 1,387 |
Change in fair value of contingent consideration | 0 | (221) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,585 | 123 |
Other long-term assets | 0 | 29 |
Accounts payable | (640) | (1,345) |
Accrued compensation | (3,516) | (3,675) |
Accrued liabilities and other current liabilities | (190) | (110) |
Net cash used in operating activities | (15,091) | (25,073) |
Investing activities | ||
Purchase of marketable securities | (38,174) | (36,950) |
Maturities of marketable securities | 52,250 | 40,650 |
Purchase of property and equipment | (14) | (34) |
Net cash provided by investing activities | 14,062 | 3,666 |
Financing activities | ||
Proceeds from issuance of common stock under ATM Offering Programs, net of issuance costs | 8,892 | 8,763 |
Proceeds from issuance of common stock upon exercise of stock options, net of repurchases | 1,172 | 249 |
Other financing cash flows | 0 | (19) |
Net cash provided by financing activities | 10,064 | 8,993 |
Net increase in cash, cash equivalents and restricted cash | 9,035 | (12,414) |
Cash, cash equivalents and restricted cash at beginning of the period | 19,253 | 38,919 |
Cash, cash equivalents and restricted cash at end of the period | 28,288 | 26,505 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 584 | 0 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||
Property and equipment included in accounts payable and accrued liabilities | 57 | 302 |
Issuance of shares in settlement of share-based liability | 0 | 100 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 27,174 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization Description of Business Unity Biotechnology, Inc. (the “Company”) is a biotechnology company engaged in the research and development of therapeutics to slow, halt, or reverse diseases of aging. The Company devotes substantially all of its time and efforts to performing research and development, raising capital, and recruiting personnel. The Company’s headquarters are located in South San Francisco, California. The Company was incorporated in the State of Delaware in 2009 and operates in one segment. Liquidity The Company has incurred operating losses and has an accumulated deficit as a result of ongoing efforts to develop drug product candidates, including conducting preclinical and clinical trials and providing general and administrative support for these operations. The Company had an accumulated deficit of $355.1 million and $339.3 million as of March 31, 2021 and December 31, 2020, respectively. The Company had net losses of $15.8 million and $28.0 million for the three months ended March 31, 2021 and 2020, respectively, and net cash used in operating activities of $15.1 million and $25.1 million for the three months ended March 31, 2021 and 2020, respectively. To date, none of the Company’s drug candidates have been approved for sale, and therefore, the Company has not generated any revenue from contracts with customers and does not expect positive cash flows from operations in the foreseeable future. The Company has financed its operations primarily through private placements of preferred stock and promissory notes, public equity issuances and more recently, from its ATM Offering Programs (as defined below) and the Term Loan Facility (as defined below), and will continue to be dependent upon equity and/or debt financing until the Company is able to generate positive cash flows from its operations. See Note 7, “Term Loan Facility”. The Company had cash, cash equivalents and marketable securities of $110.2 million as of March 31, 2021. The Company has evaluated and concluded there are no conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve (12) months following the date that these condensed financial statements are issued. Management expects operating losses to continue for the foreseeable future. As a result, the Company will need to raise additional capital. If sufficient funds on acceptable terms are not available when needed, the Company could be required to significantly reduce its operating expenses and delay, reduce the scope of, or eliminate one or more of its development programs. Failure to manage discretionary spending or raise additional financing, as needed, may adversely impact the Company’s ability to achieve its intended business objectives. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim reporting. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, the unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC. Unaudited Condensed Financial Statements The accompanying financial information for the three months ended March 31, 2021 and 2020 are unaudited. The unaudited condensed financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2021 and its results of operations for the three months ended March 31, 2021 and 20 20 and cash flows for the three months ended March 31, 2021 and 20 20 . The results for interim periods are not necessarily indicative of the results expected for the full fiscal year or any other periods . Use of Estimates The condensed financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the amounts and disclosures reported in the condensed financial statements and accompanying notes. The Company bases its estimates on historical experience and market-specific or other relevant assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s condensed balance sheets and the amount of expenses and income reported for each of the periods presented are affected by estimates and assumptions, which are used for, but are not limited to, determining the fair value of assets and liabilities, contingent consideration liability, the fair value of right-of-use assets and lease liabilities, and stock-based compensation. Actual results could differ from such estimates or assumptions. Segments The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of 90 days or less from the date of purchase to be cash equivalents. Cash equivalents primarily include money market funds that invest in U.S. Treasury obligations which are stated at fair value. The Company has issued letters of credit under lease agreements which have been collateralized. This cash is classified as noncurrent restricted cash on the balance sheet based on the term of the underlying lease. The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the balance sheets that sum to the total of the same amounts shown in the condensed statements of cash flows (in thousands). March 31, 2021 December 31, 2020 Cash and cash equivalents $ 26,842 $ 17,807 Restricted cash 1,446 1,446 Total cash, cash equivalents and restricted cash $ 28,288 $ 19,253 Marketable Securities The Company generally invests its excess cash in investment grade, short to intermediate-term, fixed income securities. Such investments are considered available-for-sale debt securities and reported at fair value with unrealized gains and losses included as a component of stockholders’ equity. Marketable securities with original maturities of greater than 90 days from the date of purchase but less than one year from the balance sheet date that are available to be converted into cash to fund current operations are classified as short-term, while marketable securities with maturities in one year or beyond one year from the balance sheet date are classified as long-term. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on marketable securities are included in other expense. The cost of securities sold is determined using the specific identification method . The Company periodically evaluates whether declines in fair values of its marketable securities below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the marketable security until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any marketable securities before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the marketable security, duration and severity of the decline in value, and management’s strategy and intentions for holding the marketable security. To date, the Company has not recorded any impairment charges on its marketable securities related to other-than-temporary declines in market value. Fair Value Measurements The Company’s financial instruments during the periods presented consist of cash and cash equivalents, restricted cash, marketable securities, prepaid expenses and other current assets, accounts payable, accrued compensation, accrued and other current liabilities, and long-term debt. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of judgment. Concentrations of Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash and marketable securities. Substantially all of the Company’s cash and cash equivalents and restricted cash is deposited in accounts with financial institutions that management believes are of high credit quality. Such deposits have and will continue to exceed federally insured limits. The Company maintains its cash with accredited financial institutions and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses on its cash deposits. The Company’s investment policy limits investments in marketable securities to certain types of securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents, restricted cash and marketable securities and issuers of marketable securities to the extent recorded on the balance sheets. As of March 31, 2021, the Company had no off-balance sheet concentrations of credit risk. The Company depends on third-party suppliers for key raw materials used in its manufacturing processes and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply the Company with adequate raw materials. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. To date, the Company’s operations have not been significantly impacted by the COVID-19 pandemic. However, the Company cannot at this time predict the specific extent, duration, or full impact that the COVID-19 pandemic will have on its financial condition and results of operations, including ongoing and planned clinical studies. The impact of the COVID-19 pandemic on the financial performance of the Company will depend on future developments. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain. The Company continues to monitor the impact the COVID-19 pandemic may have on the clinical development of its product candidates, including potential delays or modifications to its ongoing and planned studies. Research and Development Expenses and Accruals Costs related to research, design and development of drug candidates are charged to research and development expense as incurred. Research and development costs include, but are not limited to, payroll and personnel expenses for personnel contributing to research and development activities, laboratory supplies, outside services, licenses acquired to be used in research and development, manufacturing of clinical material, pre-clinical testing and consultants and allocated overhead, including rent, equipment, depreciation and utilities. Research and development costs are expensed as incurred unless there is an alternative future use in other research and development projects. Payments made prior to the receipt of goods or services to be used in research and development are deferred and recognized as expense in the period in which the related goods are received or services are rendered. Such payments are evaluated for current or long-term classification based on when they will be realized. As part of the process of preparing its condensed financial statements, the Company is required to estimate expenses resulting from its obligations under contracts with vendors and consultants and clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations which 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 objective is to reflect the appropriate expenses in its condensed financial statements by matching those expenses with the period in which services and efforts are expended. The Company account s for these expenses according to the progress of the production of clinical trial materials or based on progression of the clinical trial, as measured by patient progression and the timing of various aspects of the trial. The Company determine s accrual estimates by taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of goods and services, or the services completed. During the course of a clinical trial, the rate of expense recognition is adjusted if actual results differ from the Company’s estimates. The Company makes estimates of accrued expenses as of each balance sheet date in its condensed financial statements based on the facts and circumstances known at that time. The clinical trial accrual is dependent in part upon the timely and accurate reporting of contract research organizations, contract manufacturers and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting changes in estimates in any particular period. Adjustments to prior period estimates have not been material for the three months ended March 31, 2021 and 2020 Contingent Consideration Liability The Company has entered into and may continue to enter into, license agreements to access and utilize certain technology. In each case, the Company evaluates whether the license agreement results in the acquisition of an asset or a business. To date, all of the Company’s license agreements have been considered acquisitions of assets and none have been considered acquisitions of a business. For license agreements that are considered to be acquisitions of assets, the upfront payments for such license, as well as any future milestone payments made before product approval, are immediately recognized as research and development expense when due, provided there is no alternative future use of the rights in other research and development projects. Some of the Company’s license agreements also include contingent consideration in the form of an obligation to issue additional shares of the Company’s common stock based on the achievement of certain milestones. The Company assesses on a continuous basis whether (i) such contingent consideration meets the definition of a derivative, and (ii) whether it can be classified within stockholders’ equity. Until such time when equity classification criteria are met or the milestones expire, the contingent consideration is classified as a liability. The derivative related to this contingent consideration is measured at fair value as of each balance sheet date with the related change in fair value being reflected in operating expenses. Upon a reassessment event that results in the contingent consideration no longer meeting the definition of a derivative and/or meeting equity classification criteria, the final change in fair value of the instrument is recorded within operating expenses and the liability is reclassified into stockholders’ equity. Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, generally three years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the lease. Depreciation and amortization begin at the time the asset is placed in service. Maintenance and repairs are charged to expense as incurred and costs of improvement are capitalized. Leases The Company determines whether the arrangement is or contains a lease at the inception of the arrangement and if so, whether such a lease is classified as a financing lease or an operating lease. Operating leases are included in operating lease right-of-use assets, (“ROU assets”), operating lease liabilities, net of current portion, and accrued and other current liabilities on the Company’s condensed balance sheets. The Company has elected not to recognize on the condensed balance sheets leases with terms of one year or less. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and are considered long-lived assets for purposes of identifying, recognizing and measuring impairment. Operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the expected lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment, in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made or incentives received and impairment charges if the Company determines the ROU asset is impaired and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options to extend or terminate the lease. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected to not separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The lease components resulting in a ROU asset have been recorded on the condensed balance sheets and are amortized as lease expense on a straight-line basis over the lease term. The Company has subleased a portion of its Brisbane, California leased facility under an agreement considered to be an operating lease according to ASC 842. The Company has not been legally released from its primary obligations under the original lease and therefore it continues to account for the original lease as it did before commencement of the sublease. The Company records both fixed and variable payments received from the sublessee in its statements of operations on a straight-line basis as an offset to rent expense. The Company does not have any material financing leases. Income Taxes On March 18, 2020, the Families First Coronavirus Response Act (“FFCR Act”), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) were each enacted in response to the COVID-19 pandemic. The FFCR Act and the CARES Act contain numerous tax-related provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. On June 29, 2020 California State Assembly Bill 85 (the “Trailer Bill”) was enacted which suspends the use of California net operating loss (“NOL”) deductions and certain tax credits, including research and development tax credits, for the 2020, 2021, and 2022 tax years. In December 2020, the Consolidated Appropriations Act, 2021 (the “CAA”) was signed into law. The CAA included additional funding through tax credits as part of its economic package for 2021. The FFCR Act, CARES Act, Trailer Bill and CAA did not have a material impact on the Company’s condensed financial statements as of March 31, 2021; however, the Company continues to examine the impacts the FFCR Act, CARES Act and Trailer Bill may have on its business, results of operations, financial condition and liquidity. Net Loss per Common Share Basic net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding for the period. Diluted net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock and potential dilutive common stock equivalents outstanding during the period if the effect is dilutive. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the effects of potentially dilutive securities are antidilutive. Comprehensive Loss Comprehensive loss includes net loss and certain changes in stockholders’ equity (deficit) that are excluded from net loss, primarily unrealized losses on the Company’s marketable securities. Recently Issued Accounting Pronouncements Not Yet Adopted In October 2020, the FASB issued ASU 2020-10, Codification Improvements The ASU contains improvements to the Codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The ASU also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 are effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-10 to have a material impact on its condensed financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06 , Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity. ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in ASU 2020-06 are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its condensed financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The Company determines the fair value of financial and non-financial assets and liabilities based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows: • Level 1: Quoted prices in active markets for identical instruments • Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments) • Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments) The carrying amounts of financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable, accrued compensation, accrued and other current liabilities approximate the related fair values due to the short maturities of these instruments. As the long-term debt is subject to variable interest rates that are based on market rates which are regularly reset, considering level 2 inputs, the Company believes the carrying value of the long-term debt approximates its fair value. The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): March 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 23,040 $ 23,040 $ — $ — Total cash equivalents 23,040 23,040 — — Short-term marketable securities: U.S. government debt securities 17,561 — 17,561 — U.S. treasuries 56,056 — 56,056 — Total short-term marketable securities 73,617 — 73,617 — Long-term marketable securities: U.S. treasuries 8,789 — 8,789 — U.S. government debt securities 1,001 — 1,001 — Total long-term marketable securities 9,790 — 9,790 — Total assets subject to fair value measurements on a recurring basis $ 106,447 $ 23,040 $ 83,407 $ — December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 13,686 $ 13,686 $ — $ — Total cash equivalents 13,686 13,686 — — Short-term marketable securities: U.S. treasuries 55,349 — 55,349 — U.S. and foreign commercial paper 11,999 — 11,999 — U.S. and foreign corporate debt securities 1,001 — 1,001 — U.S. government debt securities 11,543 — 11,543 — Total short-term marketable securities 79,892 — 79,892 — Long-term marketable securities: U.S. treasuries 7,370 — 7,370 — U.S. government debt securities 10,501 — 10,501 — Total long-term marketable securities 17,871 — 17,871 — Total assets subject to fair value measurements on a recurring basis $ 111,449 $ 13,686 $ 97,763 $ — The Company estimates the fair value of its money market funds, U.S. and foreign commercial paper, U.S. and foreign corporate debt securities, U.S. treasuries and U.S. government debt securities by taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs. See Note 4, “Marketable Securities,” for further information regarding the carrying value of the Company's financial instruments. The Company had previously recorded a contingent consideration liability related to three agreements (the “Commercial Agreements”) with Ascentage Pharma Group Corp. Limited, a clinical-stage biopharmaceutical company based in Hong Kong China (“Ascentage Pharma”). See Note 5, “License Agreements and Strategic Investment”. The fair value of the contingent consideration liability at December 31, 2019 included inputs not observable in the market and thus represented a Level 3 measurement. The probability of achieving the defined milestone events under the Commercial Agreements was estimated on a quarterly basis by the Company’s management using a probability-weighted valuation approach model which utilized current stock price and reflected the probability and timing of future issuances of shares. As a result of settlements and changes made to the Commercial Agreements, there was no contingent consideration liability at March 31, 2021 and December 31, 2020. The following table provides a reconciliation of the Company’s financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at March 31, 2020 (in thousands): Amount Balance at December 31, 2019 $ 1,131 Additions — Settlements — Change in fair value (221 ) Balance at March 31, 2020 $ 910 There were no transfers into and out of Level 3 of the fair value hierarchy during the three months ended March 31, 2021 and 2020. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 4. Marketable Securities Marketable securities, which are classified as available-for-sale, consisted of the following as of March 31, 2021 (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash equivalents: Money market funds $ 23,040 $ — $ — $ 23,040 U.S. and foreign commercial paper — — — — Total cash equivalents 23,040 — — 23,040 Short-term marketable securities: U.S. government debt securities 17,558 3 — 17,561 U.S. treasuries 56,046 11 (1 ) 56,056 Total short-term marketable securities 73,604 14 (1 ) 73,617 Long-term marketable securities: U.S. treasuries 8,788 1 — 8,789 U.S. government debt securities 1,000 1 — 1,001 Total long-term marketable securities 9,788 2 — 9,790 Total $ 106,432 $ 16 $ (1 ) $ 106,447 Marketable securities, which are classified as available-for-sale, consisted of the following as of December 31, 2020 (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash equivalents: Money market funds $ 13,686 $ — $ — $ 13,686 Total cash equivalents 13,686 — — 13,686 Short-term marketable securities: U.S. and foreign commercial paper 11,998 1 — 11,999 U.S. and foreign corporate debt securities 1,001 — — 1,001 U.S. government debt securities 11,541 2 — 11,543 U.S. treasuries 55,350 2 (3 ) 55,349 Total short-term marketable securities 79,890 5 (3 ) 79,892 Long-term marketable securities U.S. treasuries 7,369 1 — 7,370 U.S. government debt securities 10,498 3 — 10,501 Total long-term marketable securities 17,867 4 — 17,871 Total $ 111,443 $ 9 $ (3 ) $ 111,449 At March 31, 2021, the remaining contractual maturities of available-for-sale securities were less than two years. There have been no significant realized gains or losses on available-for-sale securities for the periods presented. Available-for-sale debt securities that were in a continuous loss position but were not deemed to be other than temporarily impaired were immaterial at both March 31, 2021 and December 31, 2020. The Company does not intend to and believes it is not more likely than not that it will be required to sell these debt securities before their maturities. See Note 3, “Fair Value Measurements,” for further information regarding the fair value of the Company’s financial instruments. |
License Agreements and Strategi
License Agreements and Strategic Investment | 3 Months Ended |
Mar. 31, 2021 | |
License Agreements And Strategic Investment [Abstract] | |
License Agreements and Strategic Investment | 5. License Agreements and Strategic Investment License and Compound Library and Option Agreement The Company is a party to three agreements, two active and one terminated, with Ascentage Pharma: (a) a compound library and option agreement executed in February 2016 granting the Company the right to identify and take licenses to research, develop, and seek and obtain marketing approval for library compounds for the treatment of indications outside of oncology (the “Library Agreement”), (b) an initial license agreement executed in February 2016 granting the Company rights to an initial Ascentage Pharma compound known as APG1252 (the “APG1252 License Agreement”), and (c) a second license agreement executed in January 2019 granting the Company rights to a second licensed compound (this second license agreement, the “Bcl License Agreement” and collectively with the Library Agreement and APG1252 License Agreement, the “Commercial Agreements”). On July 30, 2020, the Company notified Ascentage Pharma of its termination of the APG1252 License Agreement due to the Company’s decision to prioritize the progression of other compounds from Ascentage International’s library of Bcl-2 inhibitors, such as UBX1325, a Bcl-xL inhibitor. The Commercial Agreements referenced above include cash payments of up to $70.3 million as well as the equity payments of up to an aggregate of (a) 933,337 shares of common stock in the event there is only one licensed product, and (b) 1,333,338 shares of common stock in the event there are two or more licensed products, in each case to be issued As of March 31, 2021, pursuant to these agreements, the Company had issued 974,980 shares of common stock to Ascentage Pharma and 186,667 shares of common stock to the academic institution from whom Ascentage Pharma had previously licensed the technology. The Commercial Agreements included contingent consideration in the form of additional issuances of shares of the Company’s common stock based on the achievement of the specified milestones. Upon the July 2020 termination of the license to APG1252, the Company determined that the contingency no longer applied and adjusted the fair value of the contingent consideration liability to zero. To date, no royalties were due from the sales of licensed products. Strategic Investment The Company previously held an equity investment in Ascentage International, an affiliate of Ascentage Pharma. The equity interest represented an insignificant level of ownership in the investee and was recorded within strategic investment on the Company’s condensed balance sheets. The fair value of the Company’s equity investment in Ascentage International was zero as of March 31, 2021 and December 31, 2020. The change in fair value of this investment was $1.4 million for the three months ended March 31, 2020 and was recorded in other expense on the condensed statements of operations and comprehensive loss. The Company agreed to provide funding to Ascentage Pharma Other License Agreements with Research Institutions In May 2019, the Company entered into an exclusive license agreement with The Regents of the University of California on behalf of its San Francisco campus (collectively, “UCSF”) which provides the Company the rights to certain patents and related know-how to make, use, sell, offer for sale and import certain products and practice certain methods for use in the development of human therapeutics, which excludes the provision of services to third parties for consideration of any kind. The license to the Company is subject to UCSF’s reserved rights under the licensed intellectual property for educational and non-commercial research purposes and a requirement to substantially manufacture any licensed products in the United States. The Company is obligated to use diligent efforts to develop and obtain regulatory approval for at least one product commercialized pursuant to the agreement and must meet certain regulatory and development milestones. In June 2019, as part of this license agreement, the Company issued 120,000 shares of its common stock to UCSF. In addition, the Company is obligated to pay an annual license maintenance fee except in years in which the Company is responsible for royalties to UCSF and may be obligated to make milestone payments or issue up to an additional 34,000 shares of its common stock upon the occurrence of specified development events, up to aggregate milestone payments of $13.6 million for each product licensed under the agreement , The Company has also entered into license agreements with various other research institutions which have provided the Company with rights to patents, and in certain cases, research “know-how” and proprietary research tools to research, develop and commercialize drug candidates. In addition to upfront consideration paid to these various research institutions in either cash or shares of the Company’s common stock, the Company may be obligated to pay milestone payments in cash or the issuance of the Company’s common stock upon achievement of certain specified clinical development and/or sales events. The contingent consideration liability considered to be a derivative associated with the potential issuance of common stock related to these license agreements was not probable at March 31, 2021 or December 31, 2020. To date, none of these events have occurred and no contingent consideration, milestone or royalty payments have been recognized. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Leases In February 2019, the Company entered into a lease agreement for new office and laboratory space in South San Francisco, California. The term of the lease agreement commenced in May 2019. The lease has an initial term from occupancy of approximately ten years ending on December 31, 2029 with an option to extend the term for an additional eight years at then-market rental rates. The total base rent payment escalates annually based on a fixed percentage beginning from the 13 th In May 2016, the Company executed a non-cancellable lease agreement for office and laboratory space in Brisbane, California which commenced in May 2016 and continues through October 2022. The lease agreement includes an escalation clause for increased rent and a renewal provision allowing the Company to extend this lease for an additional four years by giving the landlord written notice of the election to exercise the option at least fifteen months prior to the original expiration of the lease term. The lease provides for monthly base rent amounts escalating over the term of the lease and the lessor provided the Company a $3.9 million tenant improvement allowance to complete the laboratory and office renovation which was recorded as deferred rent liability and leasehold improvements within property and equipment, net. In May 2017, the Company entered into an amendment to expand the leased space and received a three-month rent holiday for the expanded space. The Company’s operating leases include various covenants, indemnities, defaults, termination rights, security deposits and other provisions customary for lease transactions of this nature. The following table summarizes the components of lease expense, which are included in operating expenses in the Company’s condensed statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2021 2020 Operating lease cost $ 1,096 $ 1,300 Variable lease cost 466 278 Sublease income (145 ) — Impairment of operating lease right-of-use asset — 1,157 Total lease cost $ 1,417 $ 2,735 Variable lease payments include amounts relating to common area maintenance, real estate taxes and insurance and are recognized in the condensed statements of operations and comprehensive loss as incurred. The following table summarizes supplemental information related to leases (in thousands): Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,652 $ 839 Weighted-average remaining lease term (years) Operating leases 8.3 9.0 Weighted-average discount rate (percentage) Operating leases 5.9 % 5.8 % The following table summarizes the maturities of lease liabilities as of March 31, 2021 Amount 2021 (remaining 9 months) $ 5,001 2022 6,283 2023 4,810 2024 4,964 2025 5,123 Thereafter 22,179 Total future minimum lease payments 48,360 Less: Amount representing interest (10,470 ) Present value of future minimum lease payments 37,890 Less: Current portion of operating lease liability (4,626 ) Noncurrent portion of operating lease liability $ 33,264 In February 2020, the Company completed its move into the new office and laboratory space in South San Francisco, exited its previous offices and laboratory space in Brisbane, California, and began to actively market this space for sublease. Concurrent with this move and in consideration of real estate market conditions, in particular due to the COVID-19 pandemic in March 2020, the Company identified indicators of impairment in the related asset group, which included the leased ROU asset and related leasehold improvements associated with the lease. The Company subsequently evaluated and compared the net book value of the asset group to the estimated undiscounted future cash flows over the remaining term of the lease and concluded that an impairment had occurred. The discounted estimated future cash flows included estimates of sublease rentals through the end of the lease term, which ends on October 31, 2022, utilizing a discount rate of 3.5% based on the Company’s estimated incremental borrowing rate at that time. The estimated discounted cash flows were compared to the net book value of the ROU asset and leasehold improvements resulting in an impairment loss of $2.2 million during the three months ended March 31, 2020, which was included in operating expense in the statements of operations and comprehensive loss. In February 2021, the Company entered into an agreement to sublease the first floor of the Brisbane, California facility, consisting of approximately 27,000 square feet, to Zymergen, Inc., through August 31, 2022. The base sublease rent rate is $3.53 per rental square foot per month and will increase by 3% on March 1, 2022 through expiration of the agreement. Additionally, the subtenant is required to pay approximately 41% of operating expenses and property management fees that the Company is required to pay under the lease for the Brisbane, California facility. The Company incurred initial direct costs of $0.1 million in sublease commissions related to entering into the agreement to sublease the Brisbane, California facility. To account for the commissions, the Company capitalized the total commissions amount and will amortize the balance over the term of the sublease. Sublease income was $0.1 million for the three months ended March 31, 2021. No impairment loss was recorded during the three months ended March 31, 2021. Indemnifications The Company indemnifies each of its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity, as permitted under Delaware law and in accordance with the Company’s amended and restated certificate of incorporation and bylaws. The term of the indemnification period lasts as long as an officer or director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds director and officer liability insurance. This insurance allows the transfer of risk associated with the Company’s exposure and may enable the Company to recover a portion of any future amounts paid. The Company believes that the fair value of these potential indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations for any period presented. |
Term Loan Facility
Term Loan Facility | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Term Loan Facility | 7. Term Loan Facility On August 3, 2020, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”). Under the Loan Agreement, Hercules provided the Company with access to a term loan with an aggregate principal amount of up to $80.0 million (the “Term Loan Facility”), available in four tranches, subject to certain terms and conditions. The first tranche of $25.0 million was advanced to the Company on the date the Loan Agreement was executed. The milestones for the remaining tranches have not yet been reached and as of March 31, 2021 are not expected to be reached as they were dependent, in whole or in part, upon continued advancement in the clinical development of UBX0101 in patients with osteoarthritis of the knee. The Company expects to make interest only payments through September 1, 2022 and expects to then repay the principal balance and interest in equal monthly installments through August 1, 2024. The Company may prepay advances under the Loan Agreement, in whole or in part, at any time subject to a prepayment charge of up to 1.50% of any amount prepaid, depending upon when the prepayment occurs. Upon prepayment or repayment of all or any of the term loans under the Term Loan Facility, the Company is required to pay an end of term fee (“End of Term Fee”) equal to 6.25% of the total aggregate amount of the term loans being prepaid or repaid, which has been recorded as a discount on the principal balance upon issuance. Interest on the term loan accrues at a per annum rate equal to the greater of (i) the Wall Street Journal prime rate plus 6.10% and (ii) 9.35%. On March 31, 2021, the rate was 9.35%. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of capitalized loan issuance costs. At March 31, 2021, the effective interest rate was 12.40%. Under the terms of the Loan Agreement, the Company granted first priority liens and security interests in substantially all of the Company’s intellectual property as collateral for the obligations thereunder. As of March 31, 2021, the carrying value of the term loan consists of $25.0 million principal outstanding less the debt discount and issuance costs of approximately $1.9 million. The End of Term Fee of $1.6 million is recognized over the life of the term loan as interest expense using the effective interest method. The debt issuance costs have been recorded as a debt discount which are being accreted to interest expense through the maturity date of the term loan. Interest expense relating to the term loan, which is included in interest expense in the condensed statements of operations and comprehensive loss, was $0.8 million and $0 for the three months ended March 31, 2021 and March 31, 2020, respectively. Future principal payments for the long-term debt are as follows (in thousands): March 31, 2021 2021 (for the remaining 9 months) $ — 2022 3,838 2023 12,272 2024 8,890 Total principal payments 25,000 End of term fee due at maturity in 2024 1,562 Total principal and end of term fee payments 26,562 Unamortized discount and debt issuance costs (1,863 ) Long-term debt, net $ 24,699 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 8. Related Party Transactions In January 2018, the Company issued full-recourse promissory notes to an executive of the Company for an aggregate principal amount of $0.2 million with an interest rate of 2.5% per annum. All of the principal was used to early exercise options for 59,322 shares of the Company’s common stock. In December 2019, the full recourse note to an executive was deemed satisfied and superseded by a new full recourse promissory note agreement with a principal amount of $0.2 million and an interest rate of 1.51% per annum. In January 2021 the executive terminated his employment with the Company. As at March 31, 2021 the Company reclassed the $0.2 million recorded on the balance sheet in stockholders’ equity as ‘Related party promissory note for purchase of common stock’ to ‘Promissory notes for purchase of common stock.’ |
Equity Financing
Equity Financing | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity Financing | 9. Equity Financing I n June 2019, the Company filed a Registration Statement on Form S-3 (the “Shelf Registration Statement”), covering the offering of up to $250.0 million of common stock, preferred stock, debt securities, warrants, and units. The Shelf Registration Statement included a prospectus covering the offering, issuance and sale of up to $75.0 million of the Company’s common stock from time to time through an “at-the-market” offering under the Securities Act of 1933, as amended (the “Initial ATM Offering Program”). The SEC declared the Shelf Registration Statement effective on June 6, 2019. In June 2019, the Company also entered into a sales agreement (the “June 2019 Sales Agreement”) with Cowen and Company, LLC (“Cowen”) to sell shares of the Company’s common stock, from time to time, with aggregate gross sales proceeds of up to $75.0 million, through the ATM Offering Program under which Cowen acts as its sales agent. Cowen is entitled to compensation for its services equal to up to 3.0% of the gross proceeds of any shares of common stock sold through Cowen under the June 2019 Sales Agreement. During the year ended December 31, 2020, the Company issued and sold 5,002,257 shares of its common stock through its ATM Offering Program and received net proceeds of approximately $37.3 million, after deducting commissions and other offering expenses of $1.3 million. I n July 2020, the Company filed an additional prospectus supplement to the Shelf Registration Statement. This prospectus supplement covers the offering, issuance and sale of up to an additional $50.0 million of the Company’s common stock from time to time through an additional “at-the-market” offering under the Securities Act of 1933, as amended (the “Additional ATM Offering Program”). The Initial ATM Offering Program and Additional ATM Offering Program are collectively (the “ATM Offering Programs”). In July 2020, the Company entered into a second sales agreement (the “July 2020 Sales Agreement”) with Cowen to sell shares of the Company’s common stock, from time to time, with aggregate gross sales proceeds of up to $50.0 million, through the Additional ATM Offering Program under which Cowen will act as its sales agent. The issuance and sale of shares of common stock by the Company pursuant to the July 2020 Sales Agreement are also deemed an “at-the-market” offering under the Securities Act of 1933, as amended (the “Securities Act”). Cowen is entitled to compensation for its services equal to up to 3.0% of the gross proceeds of any shares of common stock sold through Cowen under the July 2020 Sales Agreement. During the three months ended March 31, 2021, there were 1,187,068 |
Corporate Restructuring
Corporate Restructuring | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring And Related Activities [Abstract] | |
Corporate Restructuring | 1 0 . Corporate Restructuring In September 2020 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 11 . Stock-Based Compensation Stock Options and Restricted Stock Units Activity A summary of the Company’s stock option activity under the 2013 Equity Incentive Plan, 2018 Incentive Award Plan, and 2020 Employment Inducement Incentive Plan for the three months ended March 31, 2021 is as follows: Number of Shares Weighted- Average Exercise Price Balances at December 31, 2020 7,475,472 $ 6.88 Granted 1,044,000 $ 6.59 Exercised (259,019 ) $ 4.57 Canceled (854,834 ) $ 9.29 Balances at March 31, 2021 7,405,619 $ 6.64 A summary of the Company’s restricted stock units (“RSUs”), performance stock units (“PSUs”) and restricted stock awards (“RSAs”) activity for the three months ended March 31, 2021 is as follows: Number of Shares Weighted- Average Grant Date Fair Value Unvested at December 31, 2020 2,922,077 $ 3.44 Granted 250,000 $ 5.98 Vested (88,218 ) $ 5.95 Canceled (253,227 ) $ 3.41 Unvested at March 31, 2021 2,830,632 $ 3.59 For stock options granted to employees with service-based vesting, the fair value of stock options granted to employees was estimated on the date of grant using the Black-Scholes option pricing model and utilizing assumptions that were determined as follows: Expected Term —The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Expected Volatility —Due to limited historical data, the Company estimates stock price volatility based on a combined weighted-average of the Company’s historical average volatility and that of a selected peer group of comparable publicly traded companies within the biotechnology and pharmaceutical industry that were deemed to be representative of future stock price trends over the expected life of the award. Risk-Free Interest Rate —The Company based the risk-free interest rate over the expected term of the options based on the constant maturity rate of U.S. Treasury securities with similar maturities as of the date of the grant. Expected Dividends —The Company has never paid any dividends and does not plan to pay dividends in the foreseeable future. Therefore, the expected dividend yield is zero. In March 2020, the board of directors granted the Company’s newly hired Chief Executive Officer stock-based awards covering an aggregate of 1.1 million shares of common stock, including options to purchase an aggregate of 800,000 shares of common stock, 120,000 RSUs, 150,000 PSUs and 30,000 shares of common stock. The stock-based awards were granted pursuant to the 2020 Employment Inducement Incentive Plan, which was approved by the board of directors in March 2020 to provide for grants to newly hired employees as a material inducement for them to commence employment with the Company. The 30,000 shares of common stock were fully vested on the date of grant and thus, the related compensation expense of $0.2 million was recognized on the grant date. The stock options and RSUs will vest subject to continued service through the applicable vesting date. The PSUs vest as to 50,000 PSUs upon the attainment of (a) a volume-weighted average per share closing trading price of the Company’s common stock of at least $36.875 over a trailing 30-day period or (b) a change in control transaction in which the price per share to the holders of the Company’s common stock is at least $36.875 and as to 100,000 PSUs (x) at such time as the Company’s market capitalization reaches at least $2.5 billion, as measured based on the volume weighted-average closing trading price over a trailing 30 day period or (y) a change in control transaction in which the consideration paid to the Company’s stockholders is equal to at least $2.5 billion, as determined by the Company’s board of directors. In January 2021, the board of directors modified the PSUs to vest as to 50,000 PSUs upon the attainment of (a) a volume-weighted average per share closing trading price of the Company’s common stock of at least $18 over a trailing 30-day period or (b) a change in control transaction in which the price per share to the holders of the Company’s common stock is at least $18.00 and as to 100,000 PSUs upon the attainment of (x) a volume-weighted average per share closing trading price of the Company’s common stock of at least $36.00 over a trailing 30-day period or (y) a change in control transaction in which the price per share to the holders of the Company’s common stock is at least $36.00 , as determined by the Company’s board of directors . For the PSU awards, the Company used the Monte-Carlo option pricing model to determine the fair value of awards at the date of grant. The Monte-Carlo option pricing model uses similar input assumptions as the Black-Scholes model; however, it further incorporates into the fair-value determination the possibility that the market condition may not be satisfied. Compensation costs related to awards with a market-based condition are recognized regardless of whether the market condition is ultimately satisfied. Compensation cost is not reversed if the achievement of the market condition does not occur. The total grant date fair value of the PSU awards was determined to be $0.7 million and will be recognized as compensation expense over the weighted-average derived service period of approximately 4.3 years. Performance and Market Contingent Stock Options In January 2021, the board of directors modified 17,479 performance and market contingent stock options with vesting conditions that required the combination of a liquidity event, change of control or IPO with a market condition at prescribed levels. The modification removed the performance condition and lowered the market conditions to a volume-weighted average per share closing trading price of the Company’s common stock of at least $18.00 over a trailing 30-day period for one tranche and at least $36.00 over a trailing 30-day period for the second tranche. The fair value of the options on the modification date of $ 81,000 will be amortized to expense over the implied service periods of 1.46 years to 2.52 years . Stock Based Compensation Expense The following table sets forth the total stock-based compensation expense for all options granted to employees and nonemployees, including shares sold through the issuance of non-recourse promissory notes which are considered to be options for accounting purposes, and costs associated with the Company’s 2018 Employee Stock Purchase Plan (“2018 ESPP”) included in the Company’s condensed statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2021 2020 Research and development $ 1,081 $ 1,535 General and administrative 1,663 1,782 Total $ 2,744 $ 3,317 Stock based compensation for the three months ended March 31, 2021 and 2020 includes zero and $0.1 million, respectively, of expense related to awards accounted for as liability awards. |
Net Loss per Common Share
Net Loss per Common Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | 12. Net Loss per Common Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares outstanding for the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock and potential dilutive common stock equivalents outstanding during the period if the effect is dilutive. The calculation of diluted earnings (loss) per share also requires that, to the extent contingencies are satisfied during the period and the presumed issuance of additional shares as contingent consideration is dilutive to earnings (loss) per share for the period, adjustments to net income or net loss used in the calculation are required to remove the change in fair value of the contingent consideration liability for the period. Likewise, adjustments to the denominator are required to reflect the related dilutive shares. In all periods presented, the Company’s outstanding stock options, RSUs (including PSUs), early exercised common stock subject to future vesting, restricted stock accounted for as options, shares subject to the 2018 ESPP and presumed issuance of additional shares as contingent consideration were excluded from the calculation of diluted net loss per share because their effects were antidilutive. A reconciliation of the numerators and denominators used in computing net loss from continuing operations per share is as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (15,756 ) $ (28,038 ) Denominator: Weighted-average number of shares outstanding—basic and diluted 54,169,349 47,544,401 Net loss per share—basic and diluted $ (0.29 ) $ (0.59 ) Since the Company was in a net loss position for all periods presented, basic net loss per common share is the same as diluted net loss per common share as the inclusion of all potential common shares outstanding would have been anti-dilutive. March 31, 2021 2020 Options to purchase common stock 7,405,619 9,520,760 Early exercised common stock subject to future vesting 33,370 122,393 RSUs 2,830,632 970,328 Shares subject to 2018 ESPP 57,568 44,344 Total 10,327,189 10,657,825 Up to 89,900 shares may be contingently issued, if certain performance conditions are met under the Company’s in-licensing agreements. See Note 5, “License Agreements and Strategic Investments,” to our condensed financial statements for additional information. |
Defined Contribution Plan
Defined Contribution Plan | 3 Months Ended |
Mar. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | 13. Defined Contribution Plan The Company sponsors a 401(k) Plan that stipulates that eligible employees can elect to contribute to the 401(k) Plan, subject to certain limitations, on a pretax basis. In January 2019, the Company began to match 4% of employees’ salary. During each of the three months ended March 31, 2021 and 2020, the Company recorded matching contributions of $0.2 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim reporting. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, the unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC. |
Unaudited Condensed Financial Statements | Unaudited Condensed Financial Statements The accompanying financial information for the three months ended March 31, 2021 and 2020 are unaudited. The unaudited condensed financial statements have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2021 and its results of operations for the three months ended March 31, 2021 and 20 20 and cash flows for the three months ended March 31, 2021 and 20 20 . The results for interim periods are not necessarily indicative of the results expected for the full fiscal year or any other periods . |
Use of Estimates | Use of Estimates The condensed financial statements have been prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the amounts and disclosures reported in the condensed financial statements and accompanying notes. The Company bases its estimates on historical experience and market-specific or other relevant assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s condensed balance sheets and the amount of expenses and income reported for each of the periods presented are affected by estimates and assumptions, which are used for, but are not limited to, determining the fair value of assets and liabilities, contingent consideration liability, the fair value of right-of-use assets and lease liabilities, and stock-based compensation. Actual results could differ from such estimates or assumptions. |
Segments | Segments The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of 90 days or less from the date of purchase to be cash equivalents. Cash equivalents primarily include money market funds that invest in U.S. Treasury obligations which are stated at fair value. The Company has issued letters of credit under lease agreements which have been collateralized. This cash is classified as noncurrent restricted cash on the balance sheet based on the term of the underlying lease. The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the balance sheets that sum to the total of the same amounts shown in the condensed statements of cash flows (in thousands). March 31, 2021 December 31, 2020 Cash and cash equivalents $ 26,842 $ 17,807 Restricted cash 1,446 1,446 Total cash, cash equivalents and restricted cash $ 28,288 $ 19,253 |
Marketable Securities | Marketable Securities The Company generally invests its excess cash in investment grade, short to intermediate-term, fixed income securities. Such investments are considered available-for-sale debt securities and reported at fair value with unrealized gains and losses included as a component of stockholders’ equity. Marketable securities with original maturities of greater than 90 days from the date of purchase but less than one year from the balance sheet date that are available to be converted into cash to fund current operations are classified as short-term, while marketable securities with maturities in one year or beyond one year from the balance sheet date are classified as long-term. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on marketable securities are included in other expense. The cost of securities sold is determined using the specific identification method . The Company periodically evaluates whether declines in fair values of its marketable securities below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the marketable security until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any marketable securities before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the marketable security, duration and severity of the decline in value, and management’s strategy and intentions for holding the marketable security. To date, the Company has not recorded any impairment charges on its marketable securities related to other-than-temporary declines in market value. |
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments during the periods presented consist of cash and cash equivalents, restricted cash, marketable securities, prepaid expenses and other current assets, accounts payable, accrued compensation, accrued and other current liabilities, and long-term debt. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of judgment. |
Concentrations of Risk | Concentrations of Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash and marketable securities. Substantially all of the Company’s cash and cash equivalents and restricted cash is deposited in accounts with financial institutions that management believes are of high credit quality. Such deposits have and will continue to exceed federally insured limits. The Company maintains its cash with accredited financial institutions and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses on its cash deposits. The Company’s investment policy limits investments in marketable securities to certain types of securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents, restricted cash and marketable securities and issuers of marketable securities to the extent recorded on the balance sheets. As of March 31, 2021, the Company had no off-balance sheet concentrations of credit risk. The Company depends on third-party suppliers for key raw materials used in its manufacturing processes and is subject to certain risks related to the loss of these third-party suppliers or their inability to supply the Company with adequate raw materials. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. To date, the Company’s operations have not been significantly impacted by the COVID-19 pandemic. However, the Company cannot at this time predict the specific extent, duration, or full impact that the COVID-19 pandemic will have on its financial condition and results of operations, including ongoing and planned clinical studies. The impact of the COVID-19 pandemic on the financial performance of the Company will depend on future developments. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain. The Company continues to monitor the impact the COVID-19 pandemic may have on the clinical development of its product candidates, including potential delays or modifications to its ongoing and planned studies. |
Research and Development Expenses and Accruals | Research and Development Expenses and Accruals Costs related to research, design and development of drug candidates are charged to research and development expense as incurred. Research and development costs include, but are not limited to, payroll and personnel expenses for personnel contributing to research and development activities, laboratory supplies, outside services, licenses acquired to be used in research and development, manufacturing of clinical material, pre-clinical testing and consultants and allocated overhead, including rent, equipment, depreciation and utilities. Research and development costs are expensed as incurred unless there is an alternative future use in other research and development projects. Payments made prior to the receipt of goods or services to be used in research and development are deferred and recognized as expense in the period in which the related goods are received or services are rendered. Such payments are evaluated for current or long-term classification based on when they will be realized. As part of the process of preparing its condensed financial statements, the Company is required to estimate expenses resulting from its obligations under contracts with vendors and consultants and clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations which 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 objective is to reflect the appropriate expenses in its condensed financial statements by matching those expenses with the period in which services and efforts are expended. The Company account s for these expenses according to the progress of the production of clinical trial materials or based on progression of the clinical trial, as measured by patient progression and the timing of various aspects of the trial. The Company determine s accrual estimates by taking into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of goods and services, or the services completed. During the course of a clinical trial, the rate of expense recognition is adjusted if actual results differ from the Company’s estimates. The Company makes estimates of accrued expenses as of each balance sheet date in its condensed financial statements based on the facts and circumstances known at that time. The clinical trial accrual is dependent in part upon the timely and accurate reporting of contract research organizations, contract manufacturers and other third-party vendors. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting changes in estimates in any particular period. Adjustments to prior period estimates have not been material for the three months ended March 31, 2021 and 2020 |
Contingent Consideration Liability | Contingent Consideration Liability The Company has entered into and may continue to enter into, license agreements to access and utilize certain technology. In each case, the Company evaluates whether the license agreement results in the acquisition of an asset or a business. To date, all of the Company’s license agreements have been considered acquisitions of assets and none have been considered acquisitions of a business. For license agreements that are considered to be acquisitions of assets, the upfront payments for such license, as well as any future milestone payments made before product approval, are immediately recognized as research and development expense when due, provided there is no alternative future use of the rights in other research and development projects. Some of the Company’s license agreements also include contingent consideration in the form of an obligation to issue additional shares of the Company’s common stock based on the achievement of certain milestones. The Company assesses on a continuous basis whether (i) such contingent consideration meets the definition of a derivative, and (ii) whether it can be classified within stockholders’ equity. Until such time when equity classification criteria are met or the milestones expire, the contingent consideration is classified as a liability. The derivative related to this contingent consideration is measured at fair value as of each balance sheet date with the related change in fair value being reflected in operating expenses. Upon a reassessment event that results in the contingent consideration no longer meeting the definition of a derivative and/or meeting equity classification criteria, the final change in fair value of the instrument is recorded within operating expenses and the liability is reclassified into stockholders’ equity. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, generally three years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the lease. Depreciation and amortization begin at the time the asset is placed in service. Maintenance and repairs are charged to expense as incurred and costs of improvement are capitalized. |
Leases | Leases The Company determines whether the arrangement is or contains a lease at the inception of the arrangement and if so, whether such a lease is classified as a financing lease or an operating lease. Operating leases are included in operating lease right-of-use assets, (“ROU assets”), operating lease liabilities, net of current portion, and accrued and other current liabilities on the Company’s condensed balance sheets. The Company has elected not to recognize on the condensed balance sheets leases with terms of one year or less. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and are considered long-lived assets for purposes of identifying, recognizing and measuring impairment. Operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the expected lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment, in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made or incentives received and impairment charges if the Company determines the ROU asset is impaired and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options to extend or terminate the lease. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected to not separate lease and non-lease components for its leased assets and accounts for all lease and non-lease components of its agreements as a single lease component. The lease components resulting in a ROU asset have been recorded on the condensed balance sheets and are amortized as lease expense on a straight-line basis over the lease term. The Company has subleased a portion of its Brisbane, California leased facility under an agreement considered to be an operating lease according to ASC 842. The Company has not been legally released from its primary obligations under the original lease and therefore it continues to account for the original lease as it did before commencement of the sublease. The Company records both fixed and variable payments received from the sublessee in its statements of operations on a straight-line basis as an offset to rent expense. The Company does not have any material financing leases. |
Income Taxes | Income Taxes On March 18, 2020, the Families First Coronavirus Response Act (“FFCR Act”), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) were each enacted in response to the COVID-19 pandemic. The FFCR Act and the CARES Act contain numerous tax-related provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. On June 29, 2020 California State Assembly Bill 85 (the “Trailer Bill”) was enacted which suspends the use of California net operating loss (“NOL”) deductions and certain tax credits, including research and development tax credits, for the 2020, 2021, and 2022 tax years. In December 2020, the Consolidated Appropriations Act, 2021 (the “CAA”) was signed into law. The CAA included additional funding through tax credits as part of its economic package for 2021. The FFCR Act, CARES Act, Trailer Bill and CAA did not have a material impact on the Company’s condensed financial statements as of March 31, 2021; however, the Company continues to examine the impacts the FFCR Act, CARES Act and Trailer Bill may have on its business, results of operations, financial condition and liquidity. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding for the period. Diluted net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock and potential dilutive common stock equivalents outstanding during the period if the effect is dilutive. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the effects of potentially dilutive securities are antidilutive. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss and certain changes in stockholders’ equity (deficit) that are excluded from net loss, primarily unrealized losses on the Company’s marketable securities. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In October 2020, the FASB issued ASU 2020-10, Codification Improvements The ASU contains improvements to the Codification by ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the disclosure section of the Codification. The ASU also improves various topics in the Codification so that entities can apply guidance more consistently on codifications that are varied in nature where the original guidance may have been unclear. The amendments in ASU 2020-10 are effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-10 to have a material impact on its condensed financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06 , Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity. ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in ASU 2020-06 are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its condensed financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the balance sheets that sum to the total of the same amounts shown in the condensed statements of cash flows (in thousands). March 31, 2021 December 31, 2020 Cash and cash equivalents $ 26,842 $ 17,807 Restricted cash 1,446 1,446 Total cash, cash equivalents and restricted cash $ 28,288 $ 19,253 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis and Level of Inputs Used in Measurements | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows (in thousands): March 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 23,040 $ 23,040 $ — $ — Total cash equivalents 23,040 23,040 — — Short-term marketable securities: U.S. government debt securities 17,561 — 17,561 — U.S. treasuries 56,056 — 56,056 — Total short-term marketable securities 73,617 — 73,617 — Long-term marketable securities: U.S. treasuries 8,789 — 8,789 — U.S. government debt securities 1,001 — 1,001 — Total long-term marketable securities 9,790 — 9,790 — Total assets subject to fair value measurements on a recurring basis $ 106,447 $ 23,040 $ 83,407 $ — December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 13,686 $ 13,686 $ — $ — Total cash equivalents 13,686 13,686 — — Short-term marketable securities: U.S. treasuries 55,349 — 55,349 — U.S. and foreign commercial paper 11,999 — 11,999 — U.S. and foreign corporate debt securities 1,001 — 1,001 — U.S. government debt securities 11,543 — 11,543 — Total short-term marketable securities 79,892 — 79,892 — Long-term marketable securities: U.S. treasuries 7,370 — 7,370 — U.S. government debt securities 10,501 — 10,501 — Total long-term marketable securities 17,871 — 17,871 — Total assets subject to fair value measurements on a recurring basis $ 111,449 $ 13,686 $ 97,763 $ — |
Summary of Reconciliation of Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs | The following table provides a reconciliation of the Company’s financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at March 31, 2020 (in thousands): Amount Balance at December 31, 2019 $ 1,131 Additions — Settlements — Change in fair value (221 ) Balance at March 31, 2020 $ 910 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Marketable Securities Classified as Available-for-Sale | Marketable securities, which are classified as available-for-sale, consisted of the following as of March 31, 2021 (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash equivalents: Money market funds $ 23,040 $ — $ — $ 23,040 U.S. and foreign commercial paper — — — — Total cash equivalents 23,040 — — 23,040 Short-term marketable securities: U.S. government debt securities 17,558 3 — 17,561 U.S. treasuries 56,046 11 (1 ) 56,056 Total short-term marketable securities 73,604 14 (1 ) 73,617 Long-term marketable securities: U.S. treasuries 8,788 1 — 8,789 U.S. government debt securities 1,000 1 — 1,001 Total long-term marketable securities 9,788 2 — 9,790 Total $ 106,432 $ 16 $ (1 ) $ 106,447 Marketable securities, which are classified as available-for-sale, consisted of the following as of December 31, 2020 (in thousands): Amortized Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash equivalents: Money market funds $ 13,686 $ — $ — $ 13,686 Total cash equivalents 13,686 — — 13,686 Short-term marketable securities: U.S. and foreign commercial paper 11,998 1 — 11,999 U.S. and foreign corporate debt securities 1,001 — — 1,001 U.S. government debt securities 11,541 2 — 11,543 U.S. treasuries 55,350 2 (3 ) 55,349 Total short-term marketable securities 79,890 5 (3 ) 79,892 Long-term marketable securities U.S. treasuries 7,369 1 — 7,370 U.S. government debt securities 10,498 3 — 10,501 Total long-term marketable securities 17,867 4 — 17,871 Total $ 111,443 $ 9 $ (3 ) $ 111,449 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Components of Lease Expense | The following table summarizes the components of lease expense, which are included in operating expenses in the Company’s condensed statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2021 2020 Operating lease cost $ 1,096 $ 1,300 Variable lease cost 466 278 Sublease income (145 ) — Impairment of operating lease right-of-use asset — 1,157 Total lease cost $ 1,417 $ 2,735 |
Summary of Supplemental Information Related to Leases | The following table summarizes supplemental information related to leases (in thousands): Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,652 $ 839 Weighted-average remaining lease term (years) Operating leases 8.3 9.0 Weighted-average discount rate (percentage) Operating leases 5.9 % 5.8 % |
Summary of Maturities of Lease Liabilities | The following table summarizes the maturities of lease liabilities as of March 31, 2021 Amount 2021 (remaining 9 months) $ 5,001 2022 6,283 2023 4,810 2024 4,964 2025 5,123 Thereafter 22,179 Total future minimum lease payments 48,360 Less: Amount representing interest (10,470 ) Present value of future minimum lease payments 37,890 Less: Current portion of operating lease liability (4,626 ) Noncurrent portion of operating lease liability $ 33,264 |
Term Loan Facility (Tables)
Term Loan Facility (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Future Principal Payments for Long-Term Debt | Future principal payments for the long-term debt are as follows (in thousands): March 31, 2021 2021 (for the remaining 9 months) $ — 2022 3,838 2023 12,272 2024 8,890 Total principal payments 25,000 End of term fee due at maturity in 2024 1,562 Total principal and end of term fee payments 26,562 Unamortized discount and debt issuance costs (1,863 ) Long-term debt, net $ 24,699 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | A summary of the Company’s stock option activity under the 2013 Equity Incentive Plan, 2018 Incentive Award Plan, and 2020 Employment Inducement Incentive Plan for the three months ended March 31, 2021 is as follows: Number of Shares Weighted- Average Exercise Price Balances at December 31, 2020 7,475,472 $ 6.88 Granted 1,044,000 $ 6.59 Exercised (259,019 ) $ 4.57 Canceled (854,834 ) $ 9.29 Balances at March 31, 2021 7,405,619 $ 6.64 |
Summary of Restricted Stock Units and Performance Stock Units Activity | A summary of the Company’s restricted stock units (“RSUs”), performance stock units (“PSUs”) and restricted stock awards (“RSAs”) activity for the three months ended March 31, 2021 is as follows: Number of Shares Weighted- Average Grant Date Fair Value Unvested at December 31, 2020 2,922,077 $ 3.44 Granted 250,000 $ 5.98 Vested (88,218 ) $ 5.95 Canceled (253,227 ) $ 3.41 Unvested at March 31, 2021 2,830,632 $ 3.59 |
Summary of Stock-based Compensation Expense | The following table sets forth the total stock-based compensation expense for all options granted to employees and nonemployees, including shares sold through the issuance of non-recourse promissory notes which are considered to be options for accounting purposes, and costs associated with the Company’s 2018 Employee Stock Purchase Plan (“2018 ESPP”) included in the Company’s condensed statements of operations and comprehensive loss (in thousands): Three Months Ended March 31, 2021 2020 Research and development $ 1,081 $ 1,535 General and administrative 1,663 1,782 Total $ 2,744 $ 3,317 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Numerators and Denominators Used In Computing Net Loss From Continuing Operations Per Share | A reconciliation of the numerators and denominators used in computing net loss from continuing operations per share is as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2021 2020 Numerator: Net loss $ (15,756 ) $ (28,038 ) Denominator: Weighted-average number of shares outstanding—basic and diluted 54,169,349 47,544,401 Net loss per share—basic and diluted $ (0.29 ) $ (0.59 ) |
Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Per Share | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: March 31, 2021 2020 Options to purchase common stock 7,405,619 9,520,760 Early exercised common stock subject to future vesting 33,370 122,393 RSUs 2,830,632 970,328 Shares subject to 2018 ESPP 57,568 44,344 Total 10,327,189 10,657,825 |
Organization - Additional Infor
Organization - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)Segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Number of operating segment | Segment | 1 | ||
Accumulated deficit | $ (355,055) | $ (339,299) | |
Net loss | (15,756) | $ (28,038) | |
Cash used in operations | (15,091) | $ (25,073) | |
Cash, cash equivalents and marketable securities | $ 110,200 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 26,842 | $ 17,807 | ||
Restricted cash | 1,446 | 1,446 | ||
Total cash, cash equivalents and restricted cash | $ 28,288 | $ 19,253 | $ 26,505 | $ 38,919 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Off-balance sheet concentrations of credit risk description | As of March 31, 2021, the Company had no off-balance sheet concentrations of credit risk. |
Off-balance sheet concentrations of credit risk | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis and Level of Inputs Used in Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Short-term marketable securities | $ 73,617 | $ 79,892 |
Long-term marketable securities | 9,790 | 17,871 |
Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 23,040 | 13,686 |
Short-term marketable securities | 73,617 | 79,892 |
Long-term marketable securities | 9,790 | 17,871 |
Total assets subject to fair value measurements on a recurring basis | 106,447 | 111,449 |
Fair Value, Recurring | Level 1 | ||
Assets: | ||
Cash equivalents | 23,040 | 13,686 |
Total assets subject to fair value measurements on a recurring basis | 23,040 | 13,686 |
Fair Value, Recurring | Level 2 | ||
Assets: | ||
Short-term marketable securities | 73,617 | 79,892 |
Long-term marketable securities | 9,790 | 17,871 |
Total assets subject to fair value measurements on a recurring basis | 83,407 | 97,763 |
Money market funds | Fair Value, Recurring | ||
Assets: | ||
Cash equivalents | 23,040 | 13,686 |
Money market funds | Fair Value, Recurring | Level 1 | ||
Assets: | ||
Cash equivalents | 23,040 | 13,686 |
U.S. government debt securities | Fair Value, Recurring | ||
Assets: | ||
Short-term marketable securities | 17,561 | 11,543 |
Long-term marketable securities | 1,001 | 10,501 |
U.S. government debt securities | Fair Value, Recurring | Level 2 | ||
Assets: | ||
Short-term marketable securities | 17,561 | 11,543 |
Long-term marketable securities | 1,001 | 10,501 |
U.S. Treasuries | Fair Value, Recurring | ||
Assets: | ||
Short-term marketable securities | 56,056 | 55,349 |
Long-term marketable securities | 8,789 | 7,370 |
U.S. Treasuries | Fair Value, Recurring | Level 2 | ||
Assets: | ||
Short-term marketable securities | 56,056 | 55,349 |
Long-term marketable securities | $ 8,789 | 7,370 |
U.S. and foreign commercial paper | Fair Value, Recurring | ||
Assets: | ||
Short-term marketable securities | 11,999 | |
U.S. and foreign commercial paper | Fair Value, Recurring | Level 2 | ||
Assets: | ||
Short-term marketable securities | 11,999 | |
U.S. and foreign corporate debt securities | Fair Value, Recurring | ||
Assets: | ||
Short-term marketable securities | 1,001 | |
U.S. and foreign corporate debt securities | Fair Value, Recurring | Level 2 | ||
Assets: | ||
Short-term marketable securities | $ 1,001 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Reconciliation of Financial Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Details) - Fair Value, Recurring - Level 3 $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Balance at December 31, 2019 | $ 1,131 |
Change in fair value | (221) |
Balance at March 31, 2020 | $ 910 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Transfers into and out of fair value hierarchy | $ 0 | $ 0 |
Marketable Securities - Summary
Marketable Securities - Summary of Marketable Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | $ 106,432 | $ 111,443 |
Unrealized Gains | 16 | 9 |
Unrealized Losses | (1) | (3) |
Fair Value | 106,447 | 111,449 |
Cash Equivalents | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 23,040 | 13,686 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 23,040 | 13,686 |
Cash Equivalents | Money market funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 23,040 | 13,686 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 23,040 | 13,686 |
Cash Equivalents | U.S. and foreign commercial paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 0 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 0 | |
Short Term Marketable Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 73,604 | 79,890 |
Unrealized Gains | 14 | 5 |
Unrealized Losses | (1) | (3) |
Fair Value | 73,617 | 79,892 |
Short Term Marketable Securities | U.S. and foreign commercial paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 11,998 | |
Unrealized Gains | 1 | |
Unrealized Losses | 0 | |
Fair Value | 11,999 | |
Short Term Marketable Securities | U.S. government debt securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 17,558 | 11,541 |
Unrealized Gains | 3 | 2 |
Unrealized Losses | 0 | 0 |
Fair Value | 17,561 | 11,543 |
Short Term Marketable Securities | U S Treasuries | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 56,046 | 55,350 |
Unrealized Gains | 11 | 2 |
Unrealized Losses | (1) | (3) |
Fair Value | 56,056 | 55,349 |
Short Term Marketable Securities | U.S. and foreign corporate debt securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 1,001 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 1,001 | |
Long Term Marketable Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 9,788 | 17,867 |
Unrealized Gains | 2 | 4 |
Unrealized Losses | 0 | 0 |
Fair Value | 9,790 | 17,871 |
Long Term Marketable Securities | U.S. government debt securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 1,000 | 10,498 |
Unrealized Gains | 1 | 3 |
Unrealized Losses | 0 | 0 |
Fair Value | 1,001 | 10,501 |
Long Term Marketable Securities | U S Treasuries | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost Basis | 8,788 | 7,369 |
Unrealized Gains | 1 | 1 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 8,789 | $ 7,370 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Marketable Securities [Line Items] | |
Realized gains or losses on available-for-sale debt securities | $ 0 |
Maximum | |
Marketable Securities [Line Items] | |
Available-for sale securities, remaining contractual maturity | 2 years |
License Agreements and Strate_2
License Agreements and Strategic Investment - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | |
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Common stock, shares issued | 54,787,709 | 53,253,213 | |
Compound library and option agreement execution month and year | 2016-02 | ||
Licensed Products | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Royalties due from sales | $ 0 | ||
Commercial Agreements | Clinical Stage Biopharmaceutical Company | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Common stock, shares issued | 974,980 | ||
Equity payments percentage | 80.00% | ||
Contingent consideration liability | $ 0 | ||
Strategic investments | 0 | $ 0 | |
Change in fair value of investment | $ 1,400,000 | ||
Funding provided for the research and development under the agreement in period | 2020-02 | ||
Commercial Agreements | Clinical Stage Biopharmaceutical Company | Maximum | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Contingent consideration additional common stock issued for one licensed product | 933,337 | ||
Contingent consideration additional common stock issued for two or more licensed product | 1,333,338 | ||
Milestone payments | $ 70,300,000 | ||
Funding provided for the research and development under the agreement | $ 2,000,000 | ||
Commercial Agreements | Clinical Stage Biopharmaceutical Company | Initial License Agreement | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
License agreement execution month and year | 2016-02 | ||
Commercial Agreements | Clinical Stage Biopharmaceutical Company | Second License Agreement | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
License agreement execution month and year | 2019-01 | ||
Commercial Agreements | Academic Institution | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Common stock, shares issued | 186,667 | ||
Equity payments percentage | 20.00% | ||
Other Licensing Agreements with Research Institutions | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Contingent consideration, milestone or royalty payments | $ 0 | $ 0 | |
Other Licensing Agreements with Research Institutions | UCSF | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Common shares expected to be issued | 34,000 | ||
Contingent consideration, milestone or royalty payments | $ 0 | ||
Milestone payments | $ 13,600,000 | ||
Other Licensing Agreements with Research Institutions | UCSF | Common Stock | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Issuance of common stock | 120,000 | ||
Other Licensing Agreements with Research Institutions | UCSF | Additional Paid-In Capital | |||
Research And Development Arrangement Contract To Perform For Others [Line Items] | |||
Common stock issued to third parties | $ 1,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2021USD ($)ft²$ / ft² | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Commitments And Contingencies [Line Items] | ||||
Sublease income | $ 145,000 | $ 0 | ||
South San Francisco, California | ||||
Commitments And Contingencies [Line Items] | ||||
Lessee, operating lease, description | In February 2019, the Company entered into a lease agreement for new office and laboratory space in South San Francisco, California. The term of the lease agreement commenced in May 2019. The lease has an initial term from occupancy of approximately ten years ending on December 31, 2029 with an option to extend the term for an additional eight years at then-market rental rates | |||
Lease commencement date | 2019-05 | |||
Lease expiration date | Dec. 31, 2029 | |||
Operating lease, initial lease term | 10 years | |||
Operating lease, option to extend description | option to extend the term for an additional eight years | |||
Operating lease, existence of option to extend | true | |||
Operating lease, renewal term | 8 years | |||
Tenant improvement allowance | $ 10,700,000 | |||
Letter of credit, delivered in connection of lease agreement | $ 900,000 | |||
Estimated discount rate | 3.50% | |||
Impairment loss | $ 2,200,000 | |||
Brisbane, California | ||||
Commitments And Contingencies [Line Items] | ||||
Operating lease, option to extend description | The lease agreement includes an escalation clause for increased rent and a renewal provision allowing the Company to extend this lease for an additional four years by giving the landlord written notice of the election to exercise the option at least fifteen months prior to the original expiration of the lease term. | |||
Operating lease, renewal term | 4 years | |||
Tenant improvement allowance | $ 3,900,000 | |||
Lease expiration date | 2022-10 | |||
Impairment loss | $ 0 | |||
Space subleased (in sqaure feet) | ft² | 27,000 | |||
Sublease expiration date | Aug. 31, 2022 | |||
Sublease rent per square foot | $ / ft² | 3.53 | |||
Increase the base rent rate | 3.00% | |||
Sublease additional operating expense and property management fee. | 41.00% | |||
Incurred initial direct costs of sublease | $ 100,000 | |||
Sublease income | $ 100,000 |
Commitments and Contingencies_2
Commitments and Contingencies -Summary of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 1,096 | $ 1,300 |
Variable lease cost | 466 | 278 |
Sublease income | (145) | 0 |
Impairment of operating lease right-of-use asset | 0 | 1,157 |
Total lease cost | $ 1,417 | $ 2,735 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Supplemental Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 1,652 | $ 839 |
Operating leases, Weighted-average remaining lease term (years) | 8 years 3 months 18 days | 9 years |
Operating leases, Weighted-average discount rate (percentage) | 5.90% | 5.80% |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies Disclosure [Abstract] | ||
2021 (remaining 9 months) | $ 5,001 | |
2022 | 6,283 | |
2023 | 4,810 | |
2024 | 4,964 | |
2025 | 5,123 | |
Thereafter | 22,179 | |
Total future minimum lease payments | 48,360 | |
Less: Amount representing interest | (10,470) | |
Present value of future minimum lease payments | 37,890 | |
Less: Current portion of operating lease liability | (4,626) | |
Noncurrent portion of operating lease liability | $ 33,264 | $ 34,468 |
Term Loan Facility - Additional
Term Loan Facility - Additional Information (Details) $ in Thousands | Aug. 03, 2020USD ($)Tranche | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jul. 01, 2021USD ($) |
Debt Instrument [Line Items] | ||||
Debt instrument aggregate principal amount | $ 25,000 | |||
Total principal payments | 25,000 | |||
Unamortized discount and debt issuance costs | 1,863 | |||
End of term fee due at maturity | 1,562 | |||
Interest expense | 775 | $ 0 | ||
Term Loan | Loan Agreement | Hercules Capital | ||||
Debt Instrument [Line Items] | ||||
Debt instrument aggregate principal amount | $ 25,000 | |||
Number of tranches | Tranche | 4 | |||
Principal amount of first tranche | $ 25,000 | |||
Long-term debt, maturity date | Aug. 1, 2024 | |||
Final payment fee of the total term loan advanced | 6.25% | |||
Debt instrument, interest rate terms | Interest on the term loan accrues at a per annum rate equal to the greater of (i) the Wall Street Journal prime rate plus 6.10% and (ii) 9.35%. On March 31, 2021, the rate was 9.35%. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of capitalized loan issuance costs. At March 31, 2021, the effective interest rate was 12.40%. | |||
Debt instrument, interest rate, stated percentage | 9.35% | |||
Debt instrument, interest rate, effective percentage | 12.40% | |||
Maximum amount of debt that can be purchased by lender. | $ 2,000 | |||
Total principal payments | 25,000 | |||
Unamortized discount and debt issuance costs | 1,900 | |||
End of term fee due at maturity | 1,600 | |||
Term Loan | Loan Agreement | Hercules Capital | Interest And Other Expense | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 800 | $ 0 | ||
Term Loan | Loan Agreement | Hercules Capital | Scenario Forecast | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, minimum unrestricted cash | $ 15,000 | |||
Term Loan | Loan Agreement | Hercules Capital | Wall Street Journal Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, basis spread on variable rate | 6.10% | |||
Term Loan | Loan Agreement | Hercules Capital | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument aggregate principal amount | 80,000 | |||
Prepayment fee | 1.50% | |||
Total principal payments | $ 80,000 |
Term Loan Facility - Schedule o
Term Loan Facility - Schedule of Future Principal Payments for Long-Term Debt (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (for the remaining 9 months) | $ 0 |
2022 | 3,838 |
2023 | 12,272 |
2024 | 8,890 |
Total principal payments | 25,000 |
End of term fee due at maturity in 2024 | 1,562 |
Total principal and end of term fee payments | 26,562 |
Unamortized discount and debt issuance costs | (1,863) |
Long-term debt, net | $ 24,699 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Dec. 31, 2019 | Jan. 31, 2018 | Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Promissory notes for purchase of common stock | $ 210 | $ 0 | ||
Executive Officer | Promissory Note | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties | $ 200 | $ 200 | ||
Promissory notes for purchase of common stock | $ 200 | |||
Interest rate | 1.51% | 2.50% | ||
Executive Officer | Promissory Note | Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Early exercise options in aggregate | 59,322 |
Equity Financing - Additional I
Equity Financing - Additional Information (Details) - USD ($) | Jul. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Subsidiary Sale Of Stock [Line Items] | ||||||
Equity financing, authorized amount | $ 250,000,000 | |||||
Proceeds from sale of common stock | $ 8,892,000 | $ 8,763,000 | ||||
At The Market Equity Offering Program | Cowen | June 2019 Sales Agreement | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | 5,002,257 | |||||
Proceeds from sale of common stock | $ 37,300,000 | |||||
Payments for other offering expenses | $ 1,300,000 | |||||
At The Market Equity Offering Program | Cowen | June 2019 Sales Agreement | Maximum | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Equity financing, authorized amount | $ 75,000,000 | |||||
Percentage of gross sales proceeds of common stock payable as compensation | 3.00% | |||||
At The Market Equity Offering Program | Cowen | July 2020 Sales Agreement | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Proceeds from sale of common stock | 8,900,000 | |||||
Payments for other offering expenses | $ 300,000 | |||||
At The Market Equity Offering Program | Cowen | July 2020 Sales Agreement | Maximum | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Equity financing, authorized amount | $ 50,000,000 | |||||
Percentage of gross sales proceeds of common stock payable as compensation | 3.00% | |||||
At The Market Equity Offering Program | Common Stock | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Equity financing, authorized amount | $ 50,000,000 | $ 75,000,000 | ||||
Issuance of common stock (in shares) | 1,220,629 | 1,513,840 | ||||
Additional At-the-Market Equity Offering Program | Cowen | July 2020 Sales Agreement | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | 33,561 | |||||
Initial At-the-Market Equity Offering Program | Cowen | July 2020 Sales Agreement | ||||||
Subsidiary Sale Of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | 1,187,068 |
Corporate Restructuring - Addit
Corporate Restructuring - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020Position | Dec. 31, 2020USD ($) | |
Restructuring Cost And Reserve [Line Items] | |||
Restructuring implementation date | Sep. 30, 2020 | ||
Number of positions eliminated | Position | 33 | ||
Percentage of positions eliminated | 32.00% | ||
Severance charge in operating expenses | $ 1.8 | ||
Research And Development Expense | |||
Restructuring Cost And Reserve [Line Items] | |||
Severance charge in operating expenses | 1.5 | ||
General And Administrative Expense | |||
Restructuring Cost And Reserve [Line Items] | |||
Severance charge in operating expenses | $ 0.3 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Shares | |
Balances at December 31, 2020 | shares | 7,475,472 |
Granted | shares | 1,044,000 |
Exercised | shares | (259,019) |
Canceled | shares | (854,834) |
Balances at March 31, 2021 | shares | 7,405,619 |
Weighted-Average Exercise Price | |
Balances at December 31, 2020 | $ / shares | $ 6.88 |
Granted | $ / shares | 6.59 |
Exercised | $ / shares | 4.57 |
Canceled | $ / shares | 9.29 |
Balances at March 31, 2021 | $ / shares | $ 6.64 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Units and Performance Stock Units Activity (Details) - RSU, RSA and PSU | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Unvested at December 31, 2020 | shares | 2,922,077 |
Shares, Granted | shares | 250,000 |
Shares, Vested | shares | (88,218) |
Shares, Canceled | shares | (253,227) |
Shares, Unvested at March 31, 2021 | shares | 2,830,632 |
Unvested at December 31, 2020 | $ / shares | $ 3.44 |
Granted | $ / shares | 5.98 |
Vested | $ / shares | 5.95 |
Canceled | $ / shares | 3.41 |
Unvested at March 31, 2021 | $ / shares | $ 3.59 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Compensation cost recognized | $ 200,000 | |||
Stock based compensation expense for liability awards | $ 0 | $ 100,000 | ||
Performance and Market Contingent Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Modification date fair value | $ 81,000 | |||
Performance and Market Contingent Stock Options | Executive Team | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock option awards exercisable upon the achievement of performance goals | 17,479 | |||
Performance and Market Contingent Stock Options | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Implied service period for recognition | 1 year 5 months 15 days | |||
Performance and Market Contingent Stock Options | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Implied service period for recognition | 2 years 6 months 7 days | |||
Performance and Market Contingent Stock Options | Tranche One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volume-weighted average per Share closing trading price | $ 18 | |||
Trailing period | 30 days | |||
Performance and Market Contingent Stock Options | Tranche Two | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volume-weighted average per Share closing trading price | $ 36 | |||
Trailing period | 30 days | |||
2020 Employment Inducement Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized for issuance | 1,100,000 | 1,100,000 | ||
Incremental fair value on modification date | $ 31,000 | 31,000 | ||
Unamortized value of original grant | $ 569,000 | $ 569,000 | ||
2020 Employment Inducement Incentive Plan | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
New implied service period for recognition | 1 year 7 months 17 days | |||
2020 Employment Inducement Incentive Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
New implied service period for recognition | 2 years 9 months 14 days | |||
2020 Employment Inducement Incentive Plan | Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized for issuance | 800,000 | 800,000 | ||
2020 Employment Inducement Incentive Plan | PSUs | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized for issuance | 150,000 | 150,000 | ||
Grant date fair value | $ 700,000 | |||
Weighted-average derived service period for recognition | 4 years 3 months 18 days | |||
2020 Employment Inducement Incentive Plan | PSUs | Tranche One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized for issuance | 50,000 | 50,000 | ||
Volume-weighted average per Share closing trading price | $ 18 | $ 36.875 | $ 18 | |
Trailing period | 30 days | 30 days | ||
2020 Employment Inducement Incentive Plan | PSUs | Tranche Two | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized for issuance | 100,000 | 100,000 | ||
Trailing period | 30 days | 30 days | ||
Price per share to holders of company's common stock | $ 36 | $ 36.875 | $ 36 | |
Market capitalization trigger | $ 2,500,000,000 | $ 2,500,000,000 | ||
2020 Employment Inducement Incentive Plan | RSUs | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized for issuance | 120,000 | 120,000 | ||
2020 Employment Inducement Incentive Plan | RSUs | Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting rights | The stock options and RSUs will vest subject to continued service through the applicable vesting date. | |||
2020 Employment Inducement Incentive Plan | Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized for issuance | 30,000 | 30,000 | ||
Number of shares vested | 30,000 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,744 | $ 3,317 |
Research And Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,081 | 1,535 |
General And Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 1,663 | $ 1,782 |
Net Loss per Common Share - Sch
Net Loss per Common Share - Schedule of Reconciliation of Numerators and Denominators Used In Computing Net Loss From Continuing Operations Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss | $ (15,756) | $ (28,038) |
Denominator: | ||
Weighted-average number of shares outstanding—basic and diluted | 54,169,349 | 47,544,401 |
Net loss per share, basic and diluted | $ (0.29) | $ (0.59) |
Net Loss per Common Share - Sum
Net Loss per Common Share - Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 10,327,189 | 10,657,825 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 7,405,619 | 9,520,760 |
Early Exercised Common Stock Subject to Future Vesting | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 33,370 | 122,393 |
RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 2,830,632 | 970,328 |
Shares Subject to 2018 ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 57,568 | 44,344 |
Net Loss per Common Share - Add
Net Loss per Common Share - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Maximum | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Shares contingently issued | 89,900 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - Defined Contribution Plan - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Percent of employer matching contribution of employees' salary | 4.00% | ||
Defined Contribution Plan, Sponsor Location [Extensible List] | country:US | ||
Matching Contributions | $ 0.2 | $ 0.2 |