Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 | |
Entity Registrant Name | ARSANIS, INC. | |
Entity Central Index Key | 1,501,697 | |
Trading Symbol | ASNS | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 14,294,421 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 63,999 | $ 76,793 |
Grant and incentive receivables | 1,926 | 1,608 |
Restricted cash | 51 | |
Prepaid expenses and other current assets | 2,549 | 1,129 |
Total current assets | 68,525 | 79,530 |
Property and equipment, net | 384 | 421 |
Restricted cash | 312 | 355 |
Other assets | 948 | |
Total assets | 69,221 | 81,254 |
Current liabilities: | ||
Accounts payable | 1,108 | 1,893 |
Accrued expenses | 5,141 | 5,779 |
Unearned income | 730 | 694 |
Loans payable, net of discount | 2,318 | 2,314 |
Total current liabilities | 9,297 | 10,680 |
Loan payable, net of discount and current portion | 9,698 | 9,922 |
Unearned income | 1,796 | 1,936 |
Other long-term liabilities | 7 | 9 |
Total liabilities | 20,798 | 22,547 |
Stockholders’ equity: | ||
Common stock, $0.001 par value; 200,000,000 shares authorized as of March 31, 2018 and December 31, 2017; 14,294,421 and 14,294,383 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively | 15 | 15 |
Additional paid-in capital | 151,396 | 150,830 |
Accumulated other comprehensive income (loss) | (93) | 127 |
Accumulated deficit | (102,895) | (92,265) |
Total stockholders' equity | 48,423 | 58,707 |
Total liabilities and stockholders’ equity | $ 69,221 | $ 81,254 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)(Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 14,294,421 | 14,294,383 |
Common stock, shares outstanding | 14,294,421 | 14,294,383 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating expenses: | ||
Research and development | $ 8,133 | $ 4,391 |
General and administrative | 2,817 | 1,436 |
Total operating expenses | 10,950 | 5,827 |
Loss from operations | (10,950) | (5,827) |
Other income (expense): | ||
Grant and incentive income | 445 | 700 |
Interest expense | (267) | (1,019) |
Interest income | 216 | |
Change in fair value of derivative liability | 762 | |
Other income (expense), net | (74) | (1) |
Total other income (expense), net | 320 | 442 |
Net loss | (10,630) | (5,385) |
Accretion of redeemable convertible preferred stock to redemption value | (7) | |
Net loss attributable to common stockholders | $ (10,630) | $ (5,392) |
Net loss per share attributable to common stockholders—basic and diluted | $ (0.74) | $ (10.49) |
Weighted average common shares outstanding—basic and diluted | 14,294,421 | 513,900 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (10,630) | $ (5,385) |
Other comprehensive loss: | ||
Foreign currency translation gain (loss) | (220) | (82) |
Comprehensive loss | $ (10,850) | $ (5,467) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (10,630,000) | $ (5,385,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 566,000 | 182,000 |
Depreciation and amortization expense | 46,000 | 48,000 |
Non-cash interest expense | 200,000 | 941,000 |
Non-cash rent expense | (7,000) | (5,000) |
Change in fair value of derivative liability | (762,000) | |
Changes in operating assets and liabilities: | ||
Grant and incentive receivables | (277,000) | (535,000) |
Prepaid expenses and other assets | (465,000) | (1,952,000) |
Accounts payable | (788,000) | 1,339,000 |
Accrued expenses | (654,000) | 1,144,000 |
Unearned income | (168,000) | 1,474,000 |
Net cash used in operating activities | (12,177,000) | (3,511,000) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (17,000) | |
Net cash used in investing activities | (17,000) | |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible promissory notes | 4,935,000 | |
Repayments of loans payable | (583,000) | (582,000) |
Payments of issuance costs of convertible promissory notes | (17,000) | |
Payment of initial public offering costs | (43,000) | |
Net cash provided by (used in) financing activities | (626,000) | 4,336,000 |
Effect of exchange rate changes on cash | 17,000 | 12,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (12,786,000) | 820,000 |
Cash, cash equivalents and restricted cash at beginning of period | 77,148,000 | 3,429,000 |
Cash, cash equivalents and restricted cash at end of period | $ 64,362,000 | 4,249,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 19,000 | |
Derivative liability in connection with issuance of convertible promissory notes | 403,000 | |
Accretion of redeemable convertible preferred stock to redemption value | $ 7,000 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Arsanis, Inc. (the “Company”) is a clinical-stage biopharmaceutical company focused on applying monoclonal antibody, or mAb, immunotherapies to address serious infectious diseases. The Company’s deep understanding of the pathogenesis of infection, paired with access to what the Company believes to be some of the most advanced mAb discovery techniques and platforms available today, has positioned the Company to further its goal of building and advancing a pipeline of novel mAbs with multiple mechanisms of action and high potency against their intended targets. The Company’s lead clinical program, ASN100, is aimed at serious Staphylococcus aureus S. aureus Arsanis was incorporated under the laws of the State of Delaware and is headquartered in Waltham, Massachusetts, with a wholly-owned subsidiary that is primarily focused on discovery research in Vienna, Austria. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary, Arsanis Biosciences GmbH, after elimination of all significant intercompany accounts and transactions. Reverse Stock Split On November 3, 2017, the Company effected a one-for-3.4130 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s redeemable convertible preferred stock. Accordingly, all share and per share amounts for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the preferred stock conversion ratios. Initial Public Offering On November 20, 2017, the Company closed an initial public offering of its common shares, in which the Company issued and sold 4,000,000 common shares at a price to the public of $10.00 per share. Concurrent to the initial public offering, (i) the Company issued an additional 600,000 common shares at a price of $10.00 per share pursuant to the exercise of the underwriters’ over-allotment option and (ii) New Enterprise Associates 16, L.P., or NEA, purchased 2,000,000 shares of our common stock at the initial per share public offering price of $10.00 in a private placement. The aggregate net proceeds to the Company from the initial public offering, inclusive of the over-allotment exercise, and the private placement were $58.1 million after deducting underwriting discounts and commissions and offering expenses payable by the Company. Upon the closing of the initial public offering, all of the outstanding redeemable convertible preferred stock of the Company automatically converted into 7,180,483 shares of the Company’s common stock. Going Concern In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Unaudited Interim Financial Statements The condensed balance sheet at December 31, 2017 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed financial statements as of March 31, 2018 and for the three months ended March 31, 2018 are unaudited. The accompanying unaudited interim financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 9, 2018. In the opinion of management, all adjustments, consisting only of normal recurring adjustments as necessary, for the fair statement of the Company’s condensed financial position as of March 31, 2018 and condensed results of its operations and cash flows for the three months ended March 31, 2018 have been made. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2018. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of common stock, stock options, warrants and derivative instruments. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Foreign Currency and Currency Translation The functional currency for the Company’s wholly owned foreign subsidiary, Arsanis Biosciences GmbH, is the Euro. Assets and liabilities of Arsanis Biosciences GmbH are translated into United States dollars at the exchange rate in effect on the balance sheet date. Income items and expenses are translated at the average exchange rate in effect during the period. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss). Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other income (expense), net in the consolidated statements of operations as incurred. Cash and Cash Equivalents All unrestricted highly liquid investments purchased with an original maturity date of 90 days or less at the date of purchase are considered to be cash equivalents. The Company’s cash equivalents, which are money market funds held in a sweep account, are measured at fair value on a recurring basis. As of March 31, 2018 and December 31, 2017, the carrying amount of cash equivalents was $62.6 million and $70.9 million, respectively, which approximates fair value and was determined based upon Level 1 inputs. The sweep account is valued using quoted market prices with no valuation adjustments applied. Accordingly, these securities are categorized as Level 1. Restricted Cash In March 2017, the Company received a payment of $1.6 million under a grant agreement with the Bill & Melinda Gates Foundation (the “Gates Foundation”). In April 2017, the Company entered into a letter agreement with the Gates Foundation. In connection with the letter agreement, the Gates Foundation purchased $8.0 million of shares of the Company’s Series D redeemable convertible preferred stock and the Company committed to use the proceeds from the investment by the Gates Foundation solely to advance the development of a specified monoclonal antibody program that involves the monoclonal antibodies ASN-1, ASN-2 and ASN-3 and the Company’s product candidate, ASN100. Such funds received from the Gates Foundation were classified as restricted cash (current) until the Company incurred qualifying expenses under the letter agreement and the restrictions no longer apply. As of March 31, 2018 and December 31, 2017, none of the proceeds from the Gates Foundation for the purchase of shares was classified as restricted cash (current) in the consolidated balance sheet due to restrictions on the use of funds imposed by the agreement. The Company maintains letters of credit for the benefit of the landlords in connection with the Company’s office leases. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the statement of cash flows. March 31, December 31, 2018 2017 2017 2016 Cash and cash equivalents $ 63,999 $ 2,282 $ 76,793 $ 3,035 Restricted cash – current 51 1,595 — — Restricted cash – non-current 312 372 355 394 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 64,362 $ 4,249 $ 77,148 $ 3,429 Fair Value Measurements Certain assets of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of cash equivalents, other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The carrying value of the Company’s loan and security agreement with Silicon Valley Bank (“SVB”) approximates its fair value because the debt bears interest at a market rate. The carrying value of the loans received under the funding agreements with Österreichische Forschungsförderungsgesellschaft mbH (“FFG”) approximates their fair value because the Company records imputed interest expense based on rates that approximate market rates of interest as of the issuance date of each FFG loan. The carrying value of the Company’s convertible promissory notes approximated their fair value due to the short term of the notes. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, stock-based compensation and benefits, facility costs, depreciation, third-party license fees, and external costs of outside vendors engaged to conduct clinical development activities and clinical trials as well as to manufacture clinical trial materials. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. Research Contract Costs and Accruals The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. These agreements are cancelable, and related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Stock-Based Compensation The Company measures stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. Generally, the Company issues stock-based awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has not issued any stock-based awards with performance-based vesting conditions. For stock-based awards granted to consultants and non-employees, compensation expense is recognized over the period during which services are rendered by such consultants and non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s common stock and updated assumption inputs in the Black-Scholes option-pricing model. The Company classifies stock-based compensation expense in its consolidated statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. Prior to November 20, 2017, the Company had been a private company and lacked company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the three months ended March 31, 2018 and 2017, comprehensive loss included $0.2 million and $0.1 million of foreign currency translation loss adjustments, respectively. Net Income (Loss) per Share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding stock options, warrants to purchase shares of redeemable convertible preferred stock, unvested restricted stock, convertible promissory notes and redeemable convertible preferred stock are considered potential dilutive common shares. The Company’s redeemable convertible preferred stock contractually entitled the holders of such shares to participate in dividends but contractually did not require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Recently Adopted Accounting Pronouncements In March 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 The Company will continue to assess the impact that various provisions will have on its business. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting In January 2017, FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Recently Issued Accounting Pronouncements In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In February 2016, the FASB issued ASU No. 2016-02 , Leases (Topic 842) |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 3. The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements as of March 31, 2018 Using: Level 1 Total Assets: Cash equivalents - Money Market Funds 62,598 62,598 $ 62,598 $ 62,598 Fair Value Measurements as of December 31, 2017 Using: Level 1 Total Assets: Cash equivalents - Money Market Funds $ 70,891 $ 70,891 $ 70,891 $ 70,891 During the three months ended March 31, 2018 and 2017, there were no transfers between Level 1, Level 2 and Level 3. Valuation of Cash Equivalents The cash equivalents in the table above are composed of money market funds held in a sweep account. The fair value of the cash equivalents was determined based on quoted market prices with no valuation adjustments applied, which represents a Level 1 measurement within the fair value hierarchy. Valuation of Warrant Liability The Company’s warrant liability in prior periods was composed of the fair value of warrants to purchase shares of Series A-2 redeemable convertible preferred stock (the “Series A-2 preferred stock”) and Series B redeemable convertible preferred stock (the “Series B preferred stock”) that were issued to the lender in connection with the Company’s 2012 Loan Agreement, as amended (see Note 10). The fair value of the warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used the Black-Scholes option-pricing model, which incorporates assumptions and estimates, to value the preferred stock warrants. Estimates and assumptions impacting the fair value measurement in prior periods included the fair value per share of the underlying shares of Series A-2 and Series B preferred stock, the remaining contractual term of the warrants, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying preferred stock. The Company determined the fair value per share of the underlying preferred stock by taking into consideration the most recent sales of its preferred stock, results obtained from third-party valuations and additional factors that are deemed relevant. The Company historically has been a private company and lacks company-specific historical and implied volatility information of its stock. Therefore, it estimated its expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrant. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrant. The Company estimated a 0% expected dividend yield based on the fact that the Company has never paid or declared dividends and does not intend to do so in the foreseeable future. Valuation of Derivative Liability The fair value of the derivative liability recognized in prior periods in connection with the Company’s convertible promissory notes (see Note 9) was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the derivative liability was determined using the probability-weighted expected return method (“PWERM”), which considered as inputs the type, timing and probability of occurrence of a change-of-control event, the future equity financing and cash settlement of the convertible promissory notes; the potential amount of the payment under each of these potential settlement scenarios; and the risk-adjusted discount rate reflecting the expected risk profile for each of the potential settlement scenarios. There was no warrant liability or derivative liability as of March 31, 2018 and December 31, 2017. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, 2018 2017 Prepaid clinical trial costs $ 1,839 $ 257 Prepaid directors' and officers' and other corporate insurance 372 524 Other 338 348 $ 2,549 $ 1,129 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2018 2017 Laboratory and office equipment $ 1,782 $ 1,739 Furniture and fixtures 429 419 Leasehold improvements 303 297 Computer equipment and software 194 189 2,708 2,644 Less: Accumulated depreciation and amortization (2,324 ) (2,223 ) $ 384 $ 421 Depreciation and amortization expense for the three months ended March 31, 2018 and 2017 was $46,000 and $48,000, respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 6. Accrued expenses consisted of the following (in thousands): March 31, December 31, 2018 2017 Accrued clinical trial costs $ 2,888 $ 2,317 Accrued compensation and benefits 1,465 2,454 Accrued professional fees 381 510 Other 407 498 $ 5,141 $ 5,779 |
Collaboration, License and Fund
Collaboration, License and Funding Arrangements | 3 Months Ended |
Mar. 31, 2018 | |
Collaboration [Abstract] | |
Collaboration, License and Funding Arrangements | 7. Adimab Option and License Agreement In February 2017, the Company entered into an option and license agreement with Adimab, LLC (“Adimab”), a related party (see Note 15) (the “Adimab Option Agreement”). Under the Adimab Option Agreement, Adimab has provided to the Company certain proprietary antibodies against respiratory syncytial virus (“RSV antibodies”) for its evaluation during a specified option period and has granted the Company an exclusive, non-sublicensable license in a specified field under certain Adimab patent rights and know-how during the option period. Under the Adimab Option Agreement, the Company has an exclusive option, exercisable during the option period upon payment of an option fee to Adimab, to require Adimab to assign to the Company all rights in up to a specified number of RSV antibodies selected by the Company and certain patent rights owned by Adimab that cover these antibodies, and to obtain from Adimab a non-exclusive license in a specified field, with the right to grant sublicenses, under certain other patent rights and know-how owned by Adimab. In February 2017, the Company entered into a grant agreement with the Gates Foundation pursuant to which the Company has no payment obligations under the Adimab Option Agreement with respect to sales of products based on licensed RSV antibodies to the extent they are sold at cost in developing countries. However, if such products are sold in developing countries for an amount that exceeds cost, then the amount of such excess will be subject to certain royalty payment obligations described in the agreement. During the three months ended March 31, 2018 and 2017, the Company recognized research and development expense of $0.1 million and $13,000, respectively, in connection with the Adimab Option Agreement, which consisted of reimbursement for services performed by Adimab. Gates Foundation Grant Agreement In February 2017, the Company entered into a grant agreement with the Gates Foundation, a related party (see Note 15), under which the Gates Foundation agreed to provide the Company up to $9.3 million to conduct preclinical development of monoclonal antibodies for the prevention of RSV infection in newborns (the “RSV project”). In March 2017, the Company received a payment of $1.6 million from the Gates Foundation under the grant agreement. The payment received from the Gates Foundation under the grant agreement was classified as restricted cash (current) in the consolidated balance sheet due to restrictions on the use of the funds imposed by the agreement. Such funds received from the Gates Foundation were no longer classified as restricted cash once the Company incurred qualifying expenses under the grant agreement and the restrictions no longer applied. During the three months ended March 31, 2018 and 2017, the Company recognized grant income of $0 and $44,000, respectively, under the grant agreement with the Gates Foundation upon incurring qualifying expenses. As of March 31, 2018 and December 31, 2017, unearned income under the grant agreement with the Gates Foundation was $0. Funding Agreements with FFG Between September 2011 and March 2017, the Company entered into a series of funding agreements with FFG that provided for loans and grants to fund between 50% and 70% of qualifying research and development expenditures of the Company’s subsidiary in Austria on a project-by-project basis, as approved by FFG. FFG Grants For grants under the funding agreements with FFG, the Company recognized grant income of $0 and $0.1 million during the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018 and December 31, 2017, the Company recorded grant receivables from FFG of $0.1 million and $0.1 million, respectively, for qualifying expenses incurred that were reimbursable under the funding agreements. As of March 31, 2018 and December 31, 2017, there were no amounts recorded as unearned income in connection with the FFG grants. FFG Loans Loans under the funding agreements with FFG bear interest at rates that are below market rates of interest. The Company accounts for the imputed benefit arising from the difference between a market rate of interest and the rate of interest charged by FFG as additional grant funding from FFG. On the date that FFG loan proceeds are received, the Company recognizes the portion of the loan proceeds allocated to grant funding as a discount to the carrying value of the loan and as unearned income, which is recognized as additional grant income over the term of the funding agreement. The Company recognized grant income of $0.2 million and $0.1 million during the three months ended March 31, 2018 and 2017, respectively, related to the recognition of the unearned income recorded for the imputed benefit of FFG loans at below-market interest rates. Unearned income (current) related to the imputed benefit of FFG loans at below-market interest rates was $0.7 million and $0.7 million as of March 31, 2018 and December 31, 2017, respectively, and unearned income (non-current) related to such benefit was $1.8 million and $1.9 million as of March 31, 2018 and December 31, 2017, respectively. Research and Development Incentive The Company participates in a research and development incentive program provided by the Austrian government whereby the Company is entitled to reimbursement by the Austrian government for a percentage of qualifying research and development expenses incurred by the Company’s subsidiary in Austria. Under the program, the reimbursement rate for qualifying research and development expenses incurred by the Company through its subsidiary in Austria was 12% for the year ended December 31, 2017, and is 14% for the year ended December 31, 2018. The Company recognizes incentive income from Austrian research and development incentives when qualifying expenses have been incurred, there is reasonable assurance that the payment will be received, and the consideration can be reliably measured. Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive program described above. At each reporting date, management estimates the reimbursable incentive income available to the Company based on available information at the time. The Company recognized incentive income of $0.3 million and $0.4 million during the three months ended March 31, 2018 and 2017, respectively, in connection with the Austrian research and development incentive program. As of March 31, 2018 and December 31, 2017, the Company recorded receivables for amounts due under the program of $1.8 million and $1.5 million, respectively, which amounts were included in grant and incentive receivables in the condensed consolidated balance sheet. |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Loans Payable | 8. The aggregate principal amount of debt outstanding as of March 31, 2018 and December 31, 2017 consisted of the following (in thousands): March 31, December 31, 2018 2017 Term loans under 2012 Loan Agreement $ 4,083 $ 4,667 FFG Loans 10,478 10,225 $ 14,561 $ 14,892 Current and non-current debt obligations reflected in the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017 consisted of the following (in thousands): March 31, December 31, 2018 2017 Current liabilities: Term loans under 2012 Loan Agreement $ 2,333 $ 2,333 FFG loans — — Unamortized debt discount (15 ) (19 ) Loans payable, net of discount 2,318 2,314 Non-current liabilities: Term loans under 2012 Loan Agreement $ 1,750 $ 2,334 FFG loans 10,478 10,225 Unamortized debt discount (2,530 ) (2,637 ) Loans payable, net of discount and current portion 9,698 9,922 Total loans payable, net of discount $ 12,016 $ 12,236 2012 Loan Agreement On December 7, 2012, the Company entered into a loan and security agreement (the “2012 Loan Agreement”) with SVB, which provided for a term loan of up to $0.5 million (the “2012 Term Loan A Advance”) on the closing date and additional term loans in the aggregate of $2.0 million (the “2012 Term Loan B Advance”). On February 19, 2016, the Company entered into the First Amendment to the 2012 Loan Agreement (the “First Amendment”). The First Amendment provided for an additional borrowing of $3.5 million (“2016 Term Loan A Advance”), with a requirement that a portion of the proceeds be used to pay in full, all amounts then outstanding, under the 2012 Term Loan A Advance and the 2012 Term Loan B Advance. The First Amendment provided for two additional advances not to exceed, in the aggregate, $3.5 million, with each advance being for a minimum of $0.5 million (collectively the “2016 Term Loan B Advance”), and total borrowings under the 2012 Loan Agreement not to exceed $7.0 million. The Company borrowed the full $7.0 million available in two separate tranches: $3.5 million under the 2016 Term Loan A Advance, which was borrowed on February 29, 2016, and $3.5 million under the 2016 Term Loan B Advance, which was borrowed on August 23, 2016. Following these borrowings in February and August 2016, no additional amounts were available to be borrowed under the 2012 Loan Agreement. Borrowings under the 2016 Term Loan A Advance and 2016 Term Loan B Advance (collectively, the “2016 Term Loan Advance”) bear interest at a rate per annum equal to the greater of 3.25% and The Wall Street Journal prime rate, in each case minus 0.25%; provided, however, that in an event of default, as defined in the 2012 Loan Agreement, the interest rate applicable to borrowings under the First Amendment will be increased by 4.0%. As of March 31, 2018 and December 31, 2017, the interest rate applicable to borrowings under the 2016 Term Loan Advance was 4.50% and 4.25%, respectively. The Company is required to make equal monthly payments of principal as well as accrued interest beginning January 1, 2017 through December 1, 2019 (the “First Amendment Maturity Date”), when all unpaid principal and interest become due and payable. The First Amendment also provided that the Company could voluntarily prepay all (but not less than all) of the outstanding principal at any time prior to the maturity date, subject to a prepayment fee, which ranges from 0% to 2% of the outstanding principal if paid prior to the First Amendment Maturity Date. The Company has not accrued for this prepayment fee as it does not intend to prepay the outstanding balance. A final payment of 5.0% multiplied by the principal amount of the borrowings under the 2016 Term Loan Advance is due upon the earlier to occur of the First Amendment Maturity Date or prepayment of all outstanding principal. In connection with the First Amendment, the Company paid an arrangement fee of $20,000 to SVB and incurred legal costs of $7,000, both of which were recorded as a debt discount. The debt discount is reflected as a reduction of the carrying value of the loan payable on the Company’s consolidated balance sheet and is being amortized to interest expense over the term of the loan using the effective interest method. The Company recognized interest expense under the 2012 Loan Agreement, as amended, of $0.1 million and $0.1 million during the three months ended March 31, 2018 and 2017, respectively, including interest expense related to the amortization of the debt discount and final payment of $33,000 and $49,000 during the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018 and December 31, 2017, the unamortized debt discount was $19,000 and $26,000, respectively. During the three months ended March 31, 2018 and 2017, the Company made aggregate principal payments in connection with the 2012 Loan Agreement of $0.6 million and $0.6 million, respectively. FFG Loans In connection with the funding agreements with FFG (see Note 7), the Company received loans from FFG. Loans from FFG were made on a project-by-project basis and had an aggregate principal amount outstanding of $10.5 million and $10.2 million as of March 31, 2018 and December 31, 2017, respectively. Amounts due under the FFG loans bear interest at rates ranging from 0.75% to 2.0% per annum and mature at various dates between June 2020 and March 2023. Interest on amounts due under the loans is payable semi-annually in arrears, with all principal and remaining accrued interest due upon maturity. In addition, the Company has recorded a discount to the carrying value of each FFG loan for the portion of the loan proceeds allocated to grant funding, which is being amortized to interest expense over the term of the loan using the effective interest method. As of March 31, 2018 and December 31, 2017, the unamortized debt discount related to FFG loans was $2.5 million and $2.6 million, respectively. The Company recognized interest expense of $0.2 million and $0.1 million during the three months ended March 31, 2018 and 2017, respectively, related to the FFG loans, which included interest expense related to the amortization of debt discount of $0.2 million and $0.1 million during the three months ended March 31, 2018 and 2017, respectively. There were no principal payments due or paid under the FFG loans during the three months ended March 31, 2018 and 2017. |
Convertible Promissory Notes
Convertible Promissory Notes | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | 9. There were no convertible promissory notes outstanding as of March 31, 2018 and December 31, 2017. 2016 Notes On April 12, 2016, the Company issued convertible promissory notes (the “2016 Notes”) in the aggregate principal amount of $5.5 million. The 2016 Notes bore interest at a rate of 0.70% per annum, were unsecured and were due and payable, including accrued interest, on October 12, 2017. In April 2017, in connection with the Company’s issuance and sale of its Series D redeemable convertible preferred stock (the “Series D preferred stock”), all of the outstanding principal and accrued interest under the 2016 Notes, totaling $5.5 million, was automatically converted into 1,896,297 shares of Series D preferred stock at a price equal to 90% of $3.2457 per share, the per share price paid in cash by investors in the Series D preferred stock financing. The Company recognized interest expense of $0.7 million, including amortization of debt discount of $0.6 million, during the three months ended March 31, 2017 in connection with the 2016 Notes. 2017 Notes On January 17, 2017, the Company issued convertible promissory notes (the “2017 Notes”) in the aggregate principal amount of $4.9 million. The 2017 Notes bore interest at a rate of 0.96% per annum, were unsecured and were due and payable, including accrued interest, on October 12, 2017. In April 2017, in connection with the Company’s issuance and sale of Series D preferred stock, all of the outstanding principal and accrued interest under the 2017 Notes, totaling $4.9 million, was automatically converted into 1,524,107 shares of Series D preferred stock at a price equal to $3.2457 per share, the per share price paid in cash by investors in the Series D preferred stock financing. The Company recognized interest expense of $0.1 million, including amortization of debt discount of $0.1 million, during the three months ended March 31, 2017, in connection with the 2017 Notes. |
Preferred and Common Stock Warr
Preferred and Common Stock Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Warrants And Rights Note Disclosure [Abstract] | |
Preferred and Common Stock Warrants | 10. As of March 31, 2018 and December 31, 2017, outstanding warrants to purchase shares of common stock consisted of the following: Number of Exercise Date Exercisable Shares Issuable Price Exercisable for Classification Expiration December 12, 2012 788 $ 12.70 Common Equity December 6, 2022 February 25, 2013 3,152 $ 12.70 Common Equity December 6, 2022 February 29, 2016 3,237 $ 16.22 Common Equity February 18, 2026 August 23, 2016 3,237 $ 16.22 Common Equity February 18, 2026 10,414 In connection with the 2012 Loan Agreement and the First Amendment to the 2012 Loan Agreement, the Company issued to SVB warrants for the purchase of Series A-2 and Series B preferred stock. The Company classified the warrants as a liability on its consolidated balance sheet (included in other long-term liabilities) as the warrants were free-standing financial instruments that may require the Company to transfer assets upon exercise. The liability associated with each portion of the warrants that became exercisable was recorded at fair value on the dates they became exercisable and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the warrant liability were recognized as a component of other income (expense), net in the Company’s consolidated statement of operations. Changes in the fair value of the warrant liability were recognized until the warrants qualified for equity classification. The Company recognized a gain (loss) of $0 for the three months ended March 31, 2017 related to the change in fair value of the warrants. In November 2017, in connection with the closing of the initial public offering, the warrants for the purchase of redeemable convertible preferred stock converted into warrants for the purchase of common stock. Upon the conversion, the Company reclassified the warrants as equity, recorded at fair value on the date of the reclassification on its consolidated balance sheets (included in additional paid-in capital). |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Common Stock | 11. As of March 31, 2018 and December 31, 2017, the Company had reserved 2,759,028 and 2,187,252 shares of common stock, respectively, for the exercise of outstanding stock options, the number of shares remaining available for grant under the Company’s 2017 Equity Incentive Plan and 2017 Employee Stock Purchase Plan (see Note 12) and the exercise of outstanding warrants to purchase shares of common stock (see Note 10). On November 3, 2017, the Company effected a one-for-3.4130 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s then-existing redeemable convertible preferred stock (see Note 1). |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 12. 2017 Equity Incentive Plan The Company’s 2017 Equity Incentive Plan (the “2017 Plan”) provides for the grant by the Company of incentive stock options, non-qualified options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. Incentive stock options may be granted only to the Company’s employees, including officers and directors who are also employees. Awards other than incentive stock options may be granted to employees, officers, members of the board of directors, advisors and consultants of the Company. As of March 31, 2018 and December 31, 2017, the number of shares of common stock reserved for issuance under the 2017 Plan was the sum of (i) 1,331,747 shares and 759,971 shares, respectively, plus (ii) the number of shares of our common stock subject to outstanding awards under our 2010 Special Stock Incentive Plan and our 2011 Stock Incentive Plan, each as amended to date, that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right, plus (iii) an annual increase, to be added on January 1 of each year, beginning on January 1, 2018 and continuing through January 1, 2027, in an amount equal to the lowest of 1,025,490 shares of the Company’s common stock, 4% of the number of shares of the Company’s common stock outstanding on January 1 of each year and an amount determined by the Company’s board of directors. As of March 31, 2018 and December 31, 2017, 422,747 shares and 553,971 shares, respectively, remained available for future grant. Shares that are expired, terminated, surrendered or canceled under the 2017 Plan without having been fully exercised will be available for future awards. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards. Stock Option Grants During the Three Months Ended March 31, 2018 and 2017 During the three months ended March 31, 2018, the Company granted options to purchase 703,000 shares of common stock to employees and directors. The Company did not grant any such options to purchase shares of common stock during the three months ended March 31, 2017. The Company recorded stock-based compensation expense for options granted to employees and directors of $0.6 million and $0.2 million during the three months ended March 31, 2018 and 2017, respectively. The Company did not grant options to purchase shares of common stock to non-employees during either of the three month-periods ended March 31, 2018 and 2017. The Company recorded stock-based compensation expense for options granted to non-employees of $6,000 and $3,000 during the three months ended March 31, 2018 and 2017, respectively. Stock Option Valuation The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors were as follows, presented on a weighted average basis: Three Months Ended March 31, 2018 2017 Risk-free interest rate 2.71 % * Expected term (in years) 6.08 * Expected volatility 77.3 % * Expected dividend yield 0 % * * Not applicable as no stock options were granted during the three months ended March 31, 2017. Stock Options The following table summarizes the Company’s stock option activity since December 31, 2017 (in thousands, except share and per share amounts): Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value (in years) Outstanding as of December 31, 2017 1,403,119 $ 6.26 8.81 $ 9,128 Granted 703,000 17.16 Exercised — — Forfeited — — Outstanding as of March 31, 2018 2,106,119 $ 9.90 9.02 $ 27,365 Options exercisable as of March 31, 2018 372,600 $ 6.84 7.02 $ 5,981 Options unvested as of March 31, 2018 1,733,519 $ 10.55 9.45 $ 21,384 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The weighted average grant-date fair value per share of stock options granted during the three months ended March 31, 2018 was $11.79. There were no options granted during the three months ended March 31, 2017. The total fair value of options vested during the three months ended March 31, 2018 and 2017 was $0.2 million and $0.2 million, respectively. Stock-Based Compensation Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2018 2017 Research and development expenses $ 178 $ 62 General and administrative expenses 388 120 $ 566 $ 182 As of March 31, 2018 and December 31, 2017, total unrecognized compensation cost related to the unvested stock-based awards was $11.7 million and $4.0 million, respectively, which is expected to be recognized over weighted average periods of 3.46 and 2.76 years, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. The Company did not record a federal or state income tax benefit for its losses for the three months ended March 31, 2018 and 2017 due to the conclusion that a full valuation allowance is required against the Company’s deferred tax assets. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act ("Tax Reform Legislation"), which made significant changes to U.S. federal income tax law. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Legislation. The ultimate impact of the Tax Reform Legislation may differ from this estimate, possibly materially, due to changes in interpretations and assumptions, guidance that may be issued and actions the Company may take in response to the Tax Reform Legislation. The Tax Reform Legislation is highly complex and the Company will continue to assess the impact that various provisions will have on its business. Income tax provision for the three months ended March 31, 2018, did not reflect any adjustment to the previously assessed Tax Reform Legislation enactment effect. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 14. Net Loss per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2018 2017 Numerator: Net loss $ (10,630 ) $ (5,385 ) Accretion of redeemable convertible preferred stock to redemption value — (7 ) Net loss attributable to common stockholders $ (10,630 ) $ (5,392 ) Denominator: Weighted average common shares outstanding—basic and diluted 14,294,421 513,900 Net loss per share attributable to common stockholders — basic and diluted $ (0.74 ) $ (10.49 ) The Company’s potentially dilutive securities, which include stock options, warrants to purchase shares of Preferred Stock and common stock, unvested restricted stock, convertible promissory notes and Preferred Stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2018 2017 Options to purchase common stock 2,106,119 544,411 Redeemable convertible preferred stock (as converted to common stock) — 1,789,704 Warrants to purchase common stock 10,414 — Warrants to purchase redeemable convertible preferred stock (as converted to common stock) — 7,475 2,116,533 2,341,590 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Agreements with Adimab, LLC During the three months ended March 31, 2018 and 2017, the Company made payments to Adimab of $21,000 and $0, respectively, and recognized $0.1 million and $13,000 of research and development expense under the Adimab Option Agreement. As of March 31, 2018 and December 31, 2017, the Company owed $0.1 million and $21,000, respectively, to Adimab under the Adimab Option Agreement. The chairman of the Company’s board of directors is a co-founder of Adimab and currently serves as Adimab’s Chief Executive Officer. Agreements with the Gates Foundation During the three months ended March 31, 2018 and 2017, the Company recognized grant income of $0 and $44,000, respectively, under the grant agreement upon incurring qualifying expenses. As of March 31, 2018 and December 31, 2017, unearned income under the grant agreement was $0. The Gates Foundation is a principal stockholder of the Company. Services and Facilities Agreement with EveliQure Biotechnologies GmbH The Company’s wholly owned subsidiary, Arsanis Biosciences GmbH, leases office and lab space in Vienna, Austria from a third party. In February 2015, Arsanis Biosciences GmbH entered into a services and facilities agreement with EveliQure Biotechnologies GmbH (“EveliQure”) under which the Company provides certain laboratory services and sublets office and lab space to EveliQure. Tamas Henics, the husband of Eszter Nagy, the Company’s Chief Scientific Officer, serves as Chief Scientific Officer at EveliQure. During the three months ended March 31, 2018 and 2017, the Company received payments from EveliQure under the agreement of $0.1 million and less than $0.1 million, respectively. During the three months ended March 31, 2018 and 2017, the Company recognized other income under the agreement of less than $0.1 million in each period. As of March 31, 2018 and December 31, 2017, amounts due from EveliQure totaled less than $0.1 million and $0.1 million, respectively. |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2018 | |
Geographic Areas Long Lived Assets [Abstract] | |
Geographic Information | 16. The Company’s property and equipment, net by location was as follows (in thousands): March 31, December 31, 2018 2017 United States $ 27 $ 35 Austria 357 386 Total property and equipment, net $ 384 $ 421 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The condensed balance sheet at December 31, 2017 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed financial statements as of March 31, 2018 and for the three months ended March 31, 2018 are unaudited. The accompanying unaudited interim financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 9, 2018. In the opinion of management, all adjustments, consisting only of normal recurring adjustments as necessary, for the fair statement of the Company’s condensed financial position as of March 31, 2018 and condensed results of its operations and cash flows for the three months ended March 31, 2018 have been made. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2018. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of common stock, stock options, warrants and derivative instruments. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Foreign Currency and Currency Translation | Foreign Currency and Currency Translation The functional currency for the Company’s wholly owned foreign subsidiary, Arsanis Biosciences GmbH, is the Euro. Assets and liabilities of Arsanis Biosciences GmbH are translated into United States dollars at the exchange rate in effect on the balance sheet date. Income items and expenses are translated at the average exchange rate in effect during the period. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss). Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other income (expense), net in the consolidated statements of operations as incurred. |
Cash and Cash Equivalents | Cash and Cash Equivalents All unrestricted highly liquid investments purchased with an original maturity date of 90 days or less at the date of purchase are considered to be cash equivalents. The Company’s cash equivalents, which are money market funds held in a sweep account, are measured at fair value on a recurring basis. As of March 31, 2018 and December 31, 2017, the carrying amount of cash equivalents was $62.6 million and $70.9 million, respectively, which approximates fair value and was determined based upon Level 1 inputs. The sweep account is valued using quoted market prices with no valuation adjustments applied. Accordingly, these securities are categorized as Level 1. |
Restricted Cash | Restricted Cash In March 2017, the Company received a payment of $1.6 million under a grant agreement with the Bill & Melinda Gates Foundation (the “Gates Foundation”). In April 2017, the Company entered into a letter agreement with the Gates Foundation. In connection with the letter agreement, the Gates Foundation purchased $8.0 million of shares of the Company’s Series D redeemable convertible preferred stock and the Company committed to use the proceeds from the investment by the Gates Foundation solely to advance the development of a specified monoclonal antibody program that involves the monoclonal antibodies ASN-1, ASN-2 and ASN-3 and the Company’s product candidate, ASN100. Such funds received from the Gates Foundation were classified as restricted cash (current) until the Company incurred qualifying expenses under the letter agreement and the restrictions no longer apply. As of March 31, 2018 and December 31, 2017, none of the proceeds from the Gates Foundation for the purchase of shares was classified as restricted cash (current) in the consolidated balance sheet due to restrictions on the use of funds imposed by the agreement. The Company maintains letters of credit for the benefit of the landlords in connection with the Company’s office leases. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the statement of cash flows. March 31, December 31, 2018 2017 2017 2016 Cash and cash equivalents $ 63,999 $ 2,282 $ 76,793 $ 3,035 Restricted cash – current 51 1,595 — — Restricted cash – non-current 312 372 355 394 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 64,362 $ 4,249 $ 77,148 $ 3,429 |
Fair Value Measurements | Fair Value Measurements Certain assets of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of cash equivalents, other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The carrying value of the Company’s loan and security agreement with Silicon Valley Bank (“SVB”) approximates its fair value because the debt bears interest at a market rate. The carrying value of the loans received under the funding agreements with Österreichische Forschungsförderungsgesellschaft mbH (“FFG”) approximates their fair value because the Company records imputed interest expense based on rates that approximate market rates of interest as of the issuance date of each FFG loan. The carrying value of the Company’s convertible promissory notes approximated their fair value due to the short term of the notes. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, stock-based compensation and benefits, facility costs, depreciation, third-party license fees, and external costs of outside vendors engaged to conduct clinical development activities and clinical trials as well as to manufacture clinical trial materials. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. |
Research Contract Costs and Accruals | Research Contract Costs and Accruals The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. These agreements are cancelable, and related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. Generally, the Company issues stock-based awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has not issued any stock-based awards with performance-based vesting conditions. For stock-based awards granted to consultants and non-employees, compensation expense is recognized over the period during which services are rendered by such consultants and non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s common stock and updated assumption inputs in the Black-Scholes option-pricing model. The Company classifies stock-based compensation expense in its consolidated statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. Prior to November 20, 2017, the Company had been a private company and lacked company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the three months ended March 31, 2018 and 2017, comprehensive loss included $0.2 million and $0.1 million of foreign currency translation loss adjustments, respectively. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding stock options, warrants to purchase shares of redeemable convertible preferred stock, unvested restricted stock, convertible promissory notes and redeemable convertible preferred stock are considered potential dilutive common shares. The Company’s redeemable convertible preferred stock contractually entitled the holders of such shares to participate in dividends but contractually did not require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Recently Adopted/Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 The Company will continue to assess the impact that various provisions will have on its business. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting In January 2017, FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Recently Issued Accounting Pronouncements In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In February 2016, the FASB issued ASU No. 2016-02 , Leases (Topic 842) |
Valuation of Cash Equivalents | Valuation of Cash Equivalents The cash equivalents in the table above are composed of money market funds held in a sweep account. The fair value of the cash equivalents was determined based on quoted market prices with no valuation adjustments applied, which represents a Level 1 measurement within the fair value hierarchy. |
Valuation of Warrant Liability | Valuation of Warrant Liability The Company’s warrant liability in prior periods was composed of the fair value of warrants to purchase shares of Series A-2 redeemable convertible preferred stock (the “Series A-2 preferred stock”) and Series B redeemable convertible preferred stock (the “Series B preferred stock”) that were issued to the lender in connection with the Company’s 2012 Loan Agreement, as amended (see Note 10). The fair value of the warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used the Black-Scholes option-pricing model, which incorporates assumptions and estimates, to value the preferred stock warrants. Estimates and assumptions impacting the fair value measurement in prior periods included the fair value per share of the underlying shares of Series A-2 and Series B preferred stock, the remaining contractual term of the warrants, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying preferred stock. The Company determined the fair value per share of the underlying preferred stock by taking into consideration the most recent sales of its preferred stock, results obtained from third-party valuations and additional factors that are deemed relevant. The Company historically has been a private company and lacks company-specific historical and implied volatility information of its stock. Therefore, it estimated its expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrant. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrant. The Company estimated a 0% expected dividend yield based on the fact that the Company has never paid or declared dividends and does not intend to do so in the foreseeable future. |
Valuation of Derivative Liability | Valuation of Derivative Liability The fair value of the derivative liability recognized in prior periods in connection with the Company’s convertible promissory notes (see Note 9) was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the derivative liability was determined using the probability-weighted expected return method (“PWERM”), which considered as inputs the type, timing and probability of occurrence of a change-of-control event, the future equity financing and cash settlement of the convertible promissory notes; the potential amount of the payment under each of these potential settlement scenarios; and the risk-adjusted discount rate reflecting the expected risk profile for each of the potential settlement scenarios. |
FFG Loans | FFG Loans Loans under the funding agreements with FFG bear interest at rates that are below market rates of interest. The Company accounts for the imputed benefit arising from the difference between a market rate of interest and the rate of interest charged by FFG as additional grant funding from FFG. On the date that FFG loan proceeds are received, the Company recognizes the portion of the loan proceeds allocated to grant funding as a discount to the carrying value of the loan and as unearned income, which is recognized as additional grant income over the term of the funding agreement. In addition, the Company has recorded a discount to the carrying value of each FFG loan for the portion of the loan proceeds allocated to grant funding, which is being amortized to interest expense over the term of the loan using the effective interest method. |
Research and Development Incentive | Research and Development Incentive The Company participates in a research and development incentive program provided by the Austrian government whereby the Company is entitled to reimbursement by the Austrian government for a percentage of qualifying research and development expenses incurred by the Company’s subsidiary in Austria. Under the program, the reimbursement rate for qualifying research and development expenses incurred by the Company through its subsidiary in Austria was 12% for the year ended December 31, 2017, and is 14% for the year ended December 31, 2018. The Company recognizes incentive income from Austrian research and development incentives when qualifying expenses have been incurred, there is reasonable assurance that the payment will be received, and the consideration can be reliably measured. Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive program described above. At each reporting date, management estimates the reimbursable incentive income available to the Company based on available information at the time. |
2012 Loan Agreement | 2012 Loan Agreement The debt discount is reflected as a reduction of the carrying value of the loan payable on the Company’s consolidated balance sheet and is being amortized to interest expense over the term of the loan using the effective interest method. |
Preferred and Common Stock Warrants | The Company classified the warrants as a liability on its consolidated balance sheet (included in other long-term liabilities) as the warrants were free-standing financial instruments that may require the Company to transfer assets upon exercise. The liability associated with each portion of the warrants that became exercisable was recorded at fair value on the dates they became exercisable and was subsequently remeasured to fair value at each reporting date. Changes in the fair value of the warrant liability were recognized as a component of other income (expense), net in the Company’s consolidated statement of operations. Changes in the fair value of the warrant liability were recognized until the warrants qualified for equity classification. The Company recognized a gain (loss) of $0 for the three months ended March 31, 2017 related to the change in fair value of the warrants. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the statement of cash flows. March 31, December 31, 2018 2017 2017 2016 Cash and cash equivalents $ 63,999 $ 2,282 $ 76,793 $ 3,035 Restricted cash – current 51 1,595 — — Restricted cash – non-current 312 372 355 394 Total cash, cash equivalents and restricted cash shown in the statement of cash flows $ 64,362 $ 4,249 $ 77,148 $ 3,429 |
Fair Value of Financial Asset25
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements as of March 31, 2018 Using: Level 1 Total Assets: Cash equivalents - Money Market Funds 62,598 62,598 $ 62,598 $ 62,598 Fair Value Measurements as of December 31, 2017 Using: Level 1 Total Assets: Cash equivalents - Money Market Funds $ 70,891 $ 70,891 $ 70,891 $ 70,891 |
Prepaid Expenses and Other Cu26
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, 2018 2017 Prepaid clinical trial costs $ 1,839 $ 257 Prepaid directors' and officers' and other corporate insurance 372 524 Other 338 348 $ 2,549 $ 1,129 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2018 2017 Laboratory and office equipment $ 1,782 $ 1,739 Furniture and fixtures 429 419 Leasehold improvements 303 297 Computer equipment and software 194 189 2,708 2,644 Less: Accumulated depreciation and amortization (2,324 ) (2,223 ) $ 384 $ 421 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): March 31, December 31, 2018 2017 Accrued clinical trial costs $ 2,888 $ 2,317 Accrued compensation and benefits 1,465 2,454 Accrued professional fees 381 510 Other 407 498 $ 5,141 $ 5,779 |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Aggregate Principal Amount of Debt Outstanding | The aggregate principal amount of debt outstanding as of March 31, 2018 and December 31, 2017 consisted of the following (in thousands): March 31, December 31, 2018 2017 Term loans under 2012 Loan Agreement $ 4,083 $ 4,667 FFG Loans 10,478 10,225 $ 14,561 $ 14,892 |
Schedule of Current and Non-current Debt obligations | Current and non-current debt obligations reflected in the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017 consisted of the following (in thousands): March 31, December 31, 2018 2017 Current liabilities: Term loans under 2012 Loan Agreement $ 2,333 $ 2,333 FFG loans — — Unamortized debt discount (15 ) (19 ) Loans payable, net of discount 2,318 2,314 Non-current liabilities: Term loans under 2012 Loan Agreement $ 1,750 $ 2,334 FFG loans 10,478 10,225 Unamortized debt discount (2,530 ) (2,637 ) Loans payable, net of discount and current portion 9,698 9,922 Total loans payable, net of discount $ 12,016 $ 12,236 |
Preferred and Common Stock Wa30
Preferred and Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Outstanding Warrants to Purchase Shares of Common Stock | As of March 31, 2018 and December 31, 2017, outstanding warrants to purchase shares of common stock consisted of the following: Number of Exercise Date Exercisable Shares Issuable Price Exercisable for Classification Expiration December 12, 2012 788 $ 12.70 Common Equity December 6, 2022 February 25, 2013 3,152 $ 12.70 Common Equity December 6, 2022 February 29, 2016 3,237 $ 16.22 Common Equity February 18, 2026 August 23, 2016 3,237 $ 16.22 Common Equity February 18, 2026 10,414 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Assumptions Used to Determine Grant-date Fair Value of Stock Options Granted | The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors were as follows, presented on a weighted average basis: Three Months Ended March 31, 2018 2017 Risk-free interest rate 2.71 % * Expected term (in years) 6.08 * Expected volatility 77.3 % * Expected dividend yield 0 % * * Not applicable as no stock options were granted during the three months ended March 31, 2017. |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2017 (in thousands, except share and per share amounts): Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value (in years) Outstanding as of December 31, 2017 1,403,119 $ 6.26 8.81 $ 9,128 Granted 703,000 17.16 Exercised — — Forfeited — — Outstanding as of March 31, 2018 2,106,119 $ 9.90 9.02 $ 27,365 Options exercisable as of March 31, 2018 372,600 $ 6.84 7.02 $ 5,981 Options unvested as of March 31, 2018 1,733,519 $ 10.55 9.45 $ 21,384 |
Summary of Stock-Based Compensation Expense Classification | Stock-based compensation expense was classified in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2018 2017 Research and development expenses $ 178 $ 62 General and administrative expenses 388 120 $ 566 $ 182 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net loss per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2018 2017 Numerator: Net loss $ (10,630 ) $ (5,385 ) Accretion of redeemable convertible preferred stock to redemption value — (7 ) Net loss attributable to common stockholders $ (10,630 ) $ (5,392 ) Denominator: Weighted average common shares outstanding—basic and diluted 14,294,421 513,900 Net loss per share attributable to common stockholders — basic and diluted $ (0.74 ) $ (10.49 ) |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss per Share Attributable to Common Stockholders | The Company’s potentially dilutive securities, which include stock options, warrants to purchase shares of Preferred Stock and common stock, unvested restricted stock, convertible promissory notes and Preferred Stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, 2018 2017 Options to purchase common stock 2,106,119 544,411 Redeemable convertible preferred stock (as converted to common stock) — 1,789,704 Warrants to purchase common stock 10,414 — Warrants to purchase redeemable convertible preferred stock (as converted to common stock) — 7,475 2,116,533 2,341,590 |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Geographic Areas Long Lived Assets [Abstract] | |
Schedule of Property and Equipment Net by Location | The Company’s property and equipment, net by location was as follows (in thousands): March 31, December 31, 2018 2017 United States $ 27 $ 35 Austria 357 386 Total property and equipment, net $ 384 $ 421 |
Nature of the Business and Ba34
Nature of the Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Nov. 20, 2017USD ($)$ / sharesshares | Nov. 03, 2017 | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Reverse stock split, description | one-for-3.4130 | |||||
Reverse stock split, conversion ratio | 0.2930 | |||||
Net proceeds from offerings | $ 58,100 | |||||
Conversion of redeemable convertible preferred stock into common stock | shares | 7,180,483 | |||||
Accumulated deficit | $ 102,895 | $ 92,265 | ||||
Net loss | 10,630 | $ 5,385 | ||||
Cash used in operations | (12,177) | (3,511) | ||||
Cash and cash equivalents | 63,999 | $ 2,282 | $ 76,793 | $ 3,035 | ||
ASU 2014-15 | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Accumulated deficit | 102,900 | |||||
Net loss | 10,600 | |||||
Cash used in operations | 12,200 | |||||
Cash and cash equivalents | $ 64,000 | |||||
Initial Public Offering | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Shares issued | shares | 4,000,000 | |||||
Shares issued, price per share | $ / shares | $ 10 | |||||
Over-Allotment Option | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Shares issued | shares | 600,000 | |||||
Shares issued, price per share | $ / shares | $ 10 | |||||
Private Placement | New Enterprise Associates 16, L.P. | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Shares issued | shares | 2,000,000 | |||||
Shares issued, price per share | $ / shares | $ 10 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Significant Accounting Policies [Line Items] | |||||
Comprehensive loss of foreign currency translation loss adjustments | $ 220 | $ 82 | |||
Gates Foundation | Grant Agreement | |||||
Significant Accounting Policies [Line Items] | |||||
Proceeds from related party | $ 1,600 | ||||
Gates Foundation | Grant Agreement | Series D Redeemable Convertible Preferred Stock | |||||
Significant Accounting Policies [Line Items] | |||||
Shares purchased | $ 8,000 | ||||
Money Market Funds | |||||
Significant Accounting Policies [Line Items] | |||||
Cash equivalents | $ 62,600 | $ 70,900 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 63,999 | $ 76,793 | $ 2,282 | $ 3,035 |
Restricted cash – current | 51 | 1,595 | ||
Restricted cash – non-current | 312 | 355 | 372 | 394 |
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 64,362 | $ 77,148 | $ 4,249 | $ 3,429 |
Fair Value of Financial Asset37
Fair Value of Financial Assets and Liabilities - Schedule of Assets Measured at Fair Value (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Cash equivalents | $ 62,598 | $ 70,891 |
Money Market Funds | ||
Assets | ||
Cash equivalents | 62,598 | 70,891 |
Level 1 | ||
Assets | ||
Cash equivalents | 62,598 | 70,891 |
Level 1 | Money Market Funds | ||
Assets | ||
Cash equivalents | $ 62,598 | $ 70,891 |
Fair Value of Financial Asset38
Fair Value of Financial Assets and Liabilities - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |||
Transfers between Level 1, Level 2 and Level 3 amount | $ 0 | $ 0 | |
Expected dividend yield | 0.00% | ||
Warrant liability | $ 0 | $ 0 | |
Derivative liability | $ 0 | $ 0 |
Prepaid Expenses and Other Cu39
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid clinical trial costs | $ 1,839 | $ 257 |
Prepaid directors' and officers' and other corporate insurance | 372 | 524 |
Other | 338 | 348 |
Prepaid expense and other current assets | $ 2,549 | $ 1,129 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 2,708 | $ 2,644 |
Less: Accumulated depreciation and amortization | (2,324) | (2,223) |
Property and Equipment, Net | 384 | 421 |
Laboratory and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 1,782 | 1,739 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 429 | 419 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 303 | 297 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 194 | $ 189 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 46,000 | $ 48,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued clinical trial costs | $ 2,888 | $ 2,317 |
Accrued compensation and benefits | 1,465 | 2,454 |
Accrued professional fees | 381 | 510 |
Other | 407 | 498 |
Total accrued expenses | $ 5,141 | $ 5,779 |
Collaboration, License and Fu43
Collaboration, License and Funding Arrangements - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2017 | |
Collaboration License And Funding Arrangements [Line Items] | ||||||
Research and development expense | $ 8,133,000 | $ 4,391,000 | ||||
Grant income | 445,000 | 700,000 | ||||
Grant receivable | 1,926,000 | $ 1,608,000 | ||||
Unearned income | 730,000 | 694,000 | ||||
Unearned income | 1,796,000 | $ 1,936,000 | ||||
Austria | ||||||
Collaboration License And Funding Arrangements [Line Items] | ||||||
Grant income | 12.00% | |||||
Austria | Scenario Forecast | ||||||
Collaboration License And Funding Arrangements [Line Items] | ||||||
Grant income | 14.00% | |||||
FFG Grants | ||||||
Collaboration License And Funding Arrangements [Line Items] | ||||||
Grant income | 0 | 100,000 | ||||
Unearned income | 0 | $ 0 | ||||
Grant receivable | 100,000 | 100,000 | ||||
FFG Loans | ||||||
Collaboration License And Funding Arrangements [Line Items] | ||||||
Grant income | 200,000 | 100,000 | ||||
Unearned income | 700,000 | 700,000 | ||||
Unearned income | 1,800,000 | 1,900,000 | ||||
Research and Development Incentive | ||||||
Collaboration License And Funding Arrangements [Line Items] | ||||||
Grant income | 300,000 | 400,000 | ||||
Grant receivable | 1,800,000 | 1,500,000 | ||||
Adimab, LLC | Adimab Option Agreement | ||||||
Collaboration License And Funding Arrangements [Line Items] | ||||||
Collaboration payment obligations | 0 | |||||
Research and development expense | 100,000 | 13,000 | ||||
Gates Foundation | Grant Agreement | ||||||
Collaboration License And Funding Arrangements [Line Items] | ||||||
Grant receivable | $ 9,300,000 | |||||
Proceeds from related party | $ 1,600,000 | |||||
Grant income | 0 | $ 44,000 | ||||
Unearned income | $ 0 | $ 0 | ||||
Minimum | Funding Agreements with FFG | ||||||
Collaboration License And Funding Arrangements [Line Items] | ||||||
Percentage of loans and grants to fund | 50.00% | |||||
Maximum | Funding Agreements with FFG | ||||||
Collaboration License And Funding Arrangements [Line Items] | ||||||
Percentage of loans and grants to fund | 70.00% |
Loans Payable - Schedule of Agg
Loans Payable - Schedule of Aggregate Principal Amount of Debt Outstanding (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Principal amount of debt outstanding | $ 14,561 | $ 14,892 |
Term Loans under 2012 Loan Agreement | ||
Debt Instrument [Line Items] | ||
Principal amount of debt outstanding | 4,083 | 4,667 |
FFG Loans | ||
Debt Instrument [Line Items] | ||
Principal amount of debt outstanding | $ 10,478 | $ 10,225 |
Loans Payable - Schedule of Cur
Loans Payable - Schedule of Current and Non-current Debt obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current liabilities: | ||
Loans payable, net of discount | $ 2,318 | $ 2,314 |
Unamortized debt discount | (15) | (19) |
Non-current liabilities: | ||
Unamortized debt discount | (2,530) | (2,637) |
Loan payable, net of discount and current portion | 9,698 | 9,922 |
Total loans payable, net of discount | 12,016 | 12,236 |
Term Loans under 2012 Loan Agreement | ||
Current liabilities: | ||
Loans payable, net of discount | 2,333 | 2,333 |
Non-current liabilities: | ||
Loans payable, non-current | 1,750 | 2,334 |
FFG Loans | ||
Non-current liabilities: | ||
Loans payable, non-current | $ 10,478 | $ 10,225 |
Loans Payable - Additional Info
Loans Payable - Additional Information (Details) | Aug. 23, 2016USD ($) | Feb. 29, 2016USD ($) | Mar. 31, 2018USD ($)Tranche | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Feb. 19, 2016USD ($) | Dec. 07, 2012USD ($) |
Debt Instrument [Line Items] | |||||||
Tranches | Tranche | 2 | ||||||
Aggregate principal loan amount outstanding | $ 14,561,000 | $ 14,892,000 | |||||
Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment fee percentage to outstanding principal amount | 0.00% | ||||||
Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment fee percentage to outstanding principal amount | 2.00% | ||||||
2012 Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 500,000 | ||||||
2012 Term Loan B Advance | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 2,000,000 | ||||||
2016 Term Loan A Advance | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 3,500,000 | ||||||
Proceeds from borrowings | $ 3,500,000 | ||||||
2016 Term Loan B Advance | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from borrowings | $ 3,500,000 | ||||||
2016 Term Loan B Advance | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Advance amount | $ 500,000 | ||||||
2012 Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 7,000,000 | ||||||
Additional amounts available to be borrowed | $ 0 | ||||||
Interest rate increase percentage | 4.00% | ||||||
2016 Term Loan Advance | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate of loan | 4.50% | 4.25% | |||||
Percentage minus Wall Street Journal prime rate | 0.25% | ||||||
Prepayment fee percentage to outstanding principal amount | 5.00% | ||||||
2016 Term Loan Advance | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate of loan | 3.25% | ||||||
First Amendment | |||||||
Debt Instrument [Line Items] | |||||||
Arrangement fee | $ 20,000 | ||||||
Legal costs | 7,000 | ||||||
Term Loans under 2012 Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense recognized | 100,000 | $ 100,000 | |||||
Interest expense related to amortization of debt discount | 33,000 | 49,000 | |||||
Unamortized debt discount | 19,000 | $ 26,000 | |||||
Aggregate principal payments | 600,000 | 600,000 | |||||
Aggregate principal loan amount outstanding | 4,083,000 | 4,667,000 | |||||
FFG Loans | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense recognized | 200,000 | 100,000 | |||||
Unamortized debt discount | 2,500,000 | 2,600,000 | |||||
Aggregate principal payments | 0 | 0 | |||||
Aggregate principal loan amount outstanding | $ 10,478,000 | $ 10,225,000 | |||||
Loan amount maturity start date | Jun. 30, 2020 | ||||||
Loan amount maturity end date | Mar. 31, 2023 | ||||||
Interest expense related to amortization of debt discount | $ 200,000 | $ 100,000 | |||||
FFG Loans | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate of loan | 0.75% | ||||||
FFG Loans | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate of loan | 2.00% |
Convertible Promissory Notes -
Convertible Promissory Notes - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Apr. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jan. 17, 2017 | Apr. 12, 2016 | ||
Short Term Debt [Line Items] | |||||||
Convertible promissory notes outstanding | $ 0 | $ 0 | |||||
2016 Notes | |||||||
Short Term Debt [Line Items] | |||||||
Aggregate principal amount | $ 5,500,000 | ||||||
Bore interest rate | 0.70% | ||||||
Interest expense recognized | $ 700,000 | ||||||
Interest expense related to amortization of debt discount | 600,000 | ||||||
2016 Notes | Series D Preferred Stock | |||||||
Short Term Debt [Line Items] | |||||||
Debt conversion, number of shares converted | 1,896,297 | ||||||
Debt conversion, due date of debt | 2017-04 | ||||||
Debt conversion amount | $ 5,500,000 | ||||||
Conversion percentage per share | 90.00% | ||||||
Per share price | $ 3.2457 | ||||||
2017 Notes | |||||||
Short Term Debt [Line Items] | |||||||
Aggregate principal amount | $ 4,900,000 | ||||||
Bore interest rate | 0.96% | ||||||
Interest expense recognized | 100,000 | ||||||
Interest expense related to amortization of debt discount | [1] | $ 100,000 | |||||
2017 Notes | Series D Preferred Stock | |||||||
Short Term Debt [Line Items] | |||||||
Debt conversion, number of shares converted | 1,524,107 | ||||||
Debt conversion, due date of debt | 2017-04 | ||||||
Debt conversion amount | $ 4,900,000 | ||||||
Per share price | $ 3.2457 | ||||||
[1] | 0.1 |
Preferred and Common Stock Wa48
Preferred and Common Stock Warrants - Summary of Outstanding Warrants to Purchase Shares of Common Stock (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Shares Issuable | 10,414 | 10,414 |
Exercisable on December 12, 2012 | ||
Class Of Warrant Or Right [Line Items] | ||
Date Exercisable | Dec. 12, 2012 | Dec. 12, 2012 |
Number of Shares Issuable | 788 | 788 |
Exercise Price | $ 12.70 | $ 12.70 |
Expiration | Dec. 6, 2022 | Dec. 6, 2022 |
Exercisable on February 25, 2013 | ||
Class Of Warrant Or Right [Line Items] | ||
Date Exercisable | Feb. 25, 2013 | Feb. 25, 2013 |
Number of Shares Issuable | 3,152 | 3,152 |
Exercise Price | $ 12.70 | $ 12.70 |
Expiration | Dec. 6, 2022 | Dec. 6, 2022 |
Exercisable on February 29, 2016 | ||
Class Of Warrant Or Right [Line Items] | ||
Date Exercisable | Feb. 29, 2016 | Feb. 29, 2016 |
Number of Shares Issuable | 3,237 | 3,237 |
Exercise Price | $ 16.22 | $ 16.22 |
Expiration | Feb. 18, 2026 | Feb. 18, 2026 |
Exercisable on August 23, 2016 | ||
Class Of Warrant Or Right [Line Items] | ||
Date Exercisable | Aug. 23, 2016 | Aug. 23, 2016 |
Number of Shares Issuable | 3,237 | 3,237 |
Exercise Price | $ 16.22 | $ 16.22 |
Expiration | Feb. 18, 2026 | Feb. 18, 2026 |
Preferred and Common Stock Wa49
Preferred and Common Stock Warrants - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Warrants And Rights Note Disclosure [Abstract] | |
Change in fair value of warrant liability | $ 0 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) | Nov. 03, 2017 | Mar. 31, 2018shares | Dec. 31, 2017shares |
Equity [Abstract] | |||
Common stock reserved for future issuance | 2,759,028 | 2,187,252 | |
Reverse stock split, description | one-for-3.4130 | ||
Reverse stock split, conversion ratio | 0.2930 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation arrangement, number of options granted to purchase shares | 703,000 | 0 | ||
Stock-based compensation expense | $ 566 | $ 182 | ||
Weighted average grant-date fair value per share of stock options granted | $ 11.79 | |||
Fair value of options vested | $ 200 | 200 | ||
Unrecognized compensation cost related to the unvested stock-based awards | $ 11,700 | $ 4,000 | ||
Weighted average period over which unrecognized compensation cost related to unvested awards is expected to be recognized | 3 years 5 months 16 days | 2 years 9 months 3 days | ||
2017 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Non-employee stock-based compensation | $ 6,000 | $ 3,000 | ||
2017 Equity Incentive Plan | Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation arrangement, number of shares authorized | 1,331,747 | 759,971 | ||
Stock-based compensation arrangement, number of shares remained available for future grant | 422,747 | 553,971 | ||
Board of Directors | 2017 Equity Incentive Plan | Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of number of common stock outstanding | 4.00% | |||
Board of Directors | Maximum | 2017 Equity Incentive Plan | Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation arrangement, number of additional shares authorized | 1,025,490 | |||
Employees and Directors | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation arrangement, number of options granted to purchase shares | 0 | |||
Employees and Directors | 2017 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation arrangement, number of options granted to purchase shares | 703,000 | 0 | ||
Stock-based compensation expense | $ 600 | $ 200 | ||
Non-Employees | 2017 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation arrangement, number of options granted to purchase shares | 0 | 0 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Determine Grant-date Fair Value of Stock Options Granted (Details) - Employees and Directors | 3 Months Ended |
Mar. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free interest rate | 2.71% |
Expected term (in years) | 6 years 29 days |
Expected volatility | 77.30% |
Expected dividend yield | 0.00% |
Stock-Based Compensation - Sc53
Stock-Based Compensation - Schedule of Assumptions Used to Determine Grant-date Fair Value of Stock Options Granted (Parenthetical) (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation arrangement, number of options granted to purchase shares | 703,000 | 0 |
Employees and Directors | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation arrangement, number of options granted to purchase shares | 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Number of Shares Outstanding, Beginning Balance | 1,403,119 | ||
Number of Shares Granted | 703,000 | 0 | |
Number of Shares Outstanding, Ending Balance | 2,106,119 | 1,403,119 | |
Number of Share Options exercisable as of March 31, 2018 | 372,600 | ||
Number of Share Options unvested as of March 31, 2018 | 1,733,519 | ||
Number of Shares Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 6.26 | ||
Number of Shares Granted, Weighted Average Exercise Price | 17.16 | ||
Number of Shares Outstanding, Weighted Average Exercise Price, Ending Balance | 9.90 | $ 6.26 | |
Number of Share Options exercisable, Weighted Average Exercise Price as of March 31, 2018 | 6.84 | ||
Number Share Options unvested, Weighted Average Exercise Price as of March 31, 2018 | $ 10.55 | ||
Number of Shares Outstanding, Weighted Average Remaining Contractual Term at End of Period | 9 years 7 days | 8 years 9 months 21 days | |
Number of Share Options exercisable, Weighted Average Remaining Contractual Term as of March 31, 2018 | 7 years 7 days | ||
Number of Share Options unvested, Weighted Average Remaining Contractual Term as of March 31, 2018 | 9 years 5 months 12 days | ||
Number of Share Options Outstanding, Aggregate Intrinsic Value Ending Balance | $ 27,365 | $ 9,128 | |
Number of Share Options exercisable, Aggregate Intrinsic Value as of March 31, 2018 | 5,981 | ||
Number of Share Options unvested, Aggregate Intrinsic Value as of March 31, 2018 | $ 21,384 |
Stock-Based Compensation - Su55
Stock-Based Compensation - Summary of Stock-Based Compensation Expense Classification (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 566 | $ 182 |
Research and Development Expenses | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 178 | 62 |
General and Administrative Expenses | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 388 | $ 120 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Federal | ||
Income Tax Contingency [Line Items] | ||
Income tax benefit | $ 0 | $ 0 |
State | ||
Income Tax Contingency [Line Items] | ||
Income tax benefit | $ 0 | $ 0 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Basic and Diluted Net loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Net loss | $ (10,630) | $ (5,385) |
Accretion of redeemable convertible preferred stock to redemption value | (7) | |
Net loss attributable to common stockholders | $ (10,630) | $ (5,392) |
Weighted average common shares outstanding—basic and diluted | 14,294,421 | 513,900 |
Net loss per share attributable to common stockholders—basic and diluted | $ (0.74) | $ (10.49) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 2,116,533 | 2,341,590 |
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 | 2,106,119 | 544,411 |
Warrants 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 | 10,414 | |
Redeemable Convertible Preferred Stock (as Converted to 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 | 1,789,704 | |
Warrants to Purchase Redeemable Convertible Preferred Stock (as Converted to 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 | 7,475 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Research and development | $ 8,133,000 | $ 4,391,000 | |
Grant and incentive income | 445,000 | 700,000 | |
Adimab, LLC | Adimab Option Agreement | |||
Related Party Transaction [Line Items] | |||
Payments to related party | 21,000 | 0 | |
Research and development | 100,000 | 13,000 | |
Owed to related party | 100,000 | $ 21,000 | |
Gates Foundation | Grant Agreement | |||
Related Party Transaction [Line Items] | |||
Grant and incentive income | 0 | 44,000 | |
Unearned income | 0 | 0 | |
EveliQure Biotechnologies GmbH | Services and Facilities Agreement | |||
Related Party Transaction [Line Items] | |||
Payments received from related party | 0.1 | ||
Due from related party | $ 100,000 | ||
EveliQure Biotechnologies GmbH | Services and Facilities Agreement | Maximum | |||
Related Party Transaction [Line Items] | |||
Payments received from related party | 100,000 | ||
Other income from related party | 100,000 | $ 100,000 | |
Due from related party | $ 100,000 |
Geographic Information - Schedu
Geographic Information - Schedule of Property and Equipment Net by Location (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total property and equipment, net | $ 384 | $ 421 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total property and equipment, net | 27 | 35 |
Austria | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total property and equipment, net | $ 357 | $ 386 |