Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Entity File Number | 001-35403 | |
Entity Registrant Name | Verastem, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-3269467 | |
Entity Address, Address Line One | 117 Kendrick Street, Suite 500 | |
Entity Address, City or Town | Needham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02494 | |
City Area Code | 781 | |
Local Phone Number | 292-4200 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | VSTM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 187,807,568 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001526119 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 63,950 | $ 21,252 |
Short-term investments | 30,357 | 79,004 |
Accounts receivable, net | 131 | 516 |
Prepaid expenses and other current assets | 3,437 | 4,968 |
Total current assets | 97,875 | 105,740 |
Property and equipment, net | 151 | 210 |
Right-of-use asset, net | 2,058 | 2,302 |
Restricted cash | 241 | 241 |
Other assets | 84 | 169 |
Total assets | 100,409 | 108,662 |
Current liabilities: | ||
Accounts payable | 1,706 | 2,302 |
Accrued expenses | 17,658 | 15,621 |
Lease liability, short-term | 728 | 667 |
Total current liabilities | 20,092 | 18,590 |
Non-current liabilities: | ||
Convertible senior notes | 262 | 249 |
Long-term debt | 24,276 | |
Lease liability, long-term | 1,887 | 2,264 |
Total liabilities | 46,517 | 21,103 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000 shares authorized, no shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | ||
Common stock, $0.0001 par value; 300,000 shares authorized, 187,613 and 185,286 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 19 | 19 |
Additional paid-in capital | 756,628 | 751,217 |
Accumulated other comprehensive income/(loss) | (130) | 34 |
Accumulated deficit | (702,625) | (663,711) |
Total stockholders' equity | 53,892 | 87,559 |
Total liabilities and stockholders' equity | $ 100,409 | $ 108,662 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000 | 300,000 |
Common stock, shares issued | 187,613 | 185,286 |
Common stock, shares outstanding | 187,613 | 185,286 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue: | ||||
Total revenue | $ 500 | $ 2,596 | $ 1,506 | |
Operating expenses: | ||||
Research and development | $ 14,888 | 9,730 | 28,530 | 18,626 |
Selling, general and administrative | 6,514 | 6,714 | 12,448 | 12,932 |
Total operating expenses | 21,402 | 16,444 | 40,978 | 31,558 |
Loss from operations | (21,402) | (15,944) | (38,382) | (30,052) |
Other income | 6 | 34 | ||
Interest income | 84 | 49 | 130 | 101 |
Interest expense | (640) | (1,007) | (696) | (1,982) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | $ (21,952) | $ (16,902) | $ (38,914) | $ (31,933) |
Net loss per share-basic | $ (0.12) | $ (0.10) | $ (0.21) | $ (0.19) |
Net loss per share-diluted | $ (0.12) | $ (0.10) | $ (0.21) | $ (0.19) |
Weighted average common shares outstanding used in computing net loss per share - basic | 186,463 | 171,985 | 186,364 | 171,811 |
Weighted average common shares outstanding used in computing net loss per share - diluted | 186,463 | 171,985 | 186,364 | 171,811 |
Net loss | $ (21,952) | $ (16,902) | $ (38,914) | $ (31,933) |
Unrealized gain (loss) on available-for-sale securities | (17) | 5 | (164) | (14) |
Comprehensive loss | $ (21,969) | (16,897) | (39,078) | (31,947) |
Sale of COPIKTRA license and related assets | ||||
Revenue: | ||||
Total revenue | 52 | $ 2,596 | 902 | |
Transition Services Revenue | ||||
Revenue: | ||||
Total revenue | $ 448 | $ 604 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common stock | Additional paid-in capital | Accumulated other comprehensive income/ (loss) | Accumulated deficit | Total |
Balance at Dec. 31, 2020 | $ 17 | $ 707,715 | $ 53 | $ (592,511) | $ 115,274 |
Balance (in shares) at Dec. 31, 2020 | 170,456,179 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (15,031) | (15,031) | |||
Unrealized (loss) on available-for-sale marketable securities | (19) | (19) | |||
Issuance of common stock resulting from exercise of stock options | 381 | 381 | |||
Issuance of common stock resulting from exercise of stock options (in shares) | 173,890 | ||||
Issuance of common stock resulting from vesting of restricted stock units | (52) | (52) | |||
Issuance of common stock resulting from vesting of restricted stock units (in shares) | 1,047,271 | ||||
Stock-based compensation expense | 1,980 | 1,980 | |||
Issuance of common stock under Employee Stock Purchase Plan | 76 | 76 | |||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 53,372 | ||||
Balance at Mar. 31, 2021 | $ 17 | 710,100 | 34 | (607,542) | 102,609 |
Balance (in shares) at Mar. 31, 2021 | 171,730,712 | ||||
Balance at Dec. 31, 2020 | $ 17 | 707,715 | 53 | (592,511) | 115,274 |
Balance (in shares) at Dec. 31, 2020 | 170,456,179 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (31,933) | ||||
Unrealized (loss) on available-for-sale marketable securities | (14) | ||||
Balance at Jun. 30, 2021 | $ 17 | 712,593 | 39 | (624,444) | 88,205 |
Balance (in shares) at Jun. 30, 2021 | 172,077,366 | ||||
Balance at Mar. 31, 2021 | $ 17 | 710,100 | 34 | (607,542) | 102,609 |
Balance (in shares) at Mar. 31, 2021 | 171,730,712 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (16,902) | (16,902) | |||
Unrealized (loss) on available-for-sale marketable securities | 5 | 5 | |||
Issuance of common stock resulting from exercise of stock options | 361 | 361 | |||
Issuance of common stock resulting from exercise of stock options (in shares) | 330,758 | ||||
Issuance of common stock resulting from vesting of restricted stock units | (38) | (38) | |||
Issuance of common stock resulting from vesting of restricted stock units (in shares) | 15,896 | ||||
Stock-based compensation expense | 2,170 | 2,170 | |||
Balance at Jun. 30, 2021 | $ 17 | 712,593 | 39 | (624,444) | 88,205 |
Balance (in shares) at Jun. 30, 2021 | 172,077,366 | ||||
Balance at Dec. 31, 2021 | $ 19 | 751,217 | 34 | (663,711) | $ 87,559 |
Balance (in shares) at Dec. 31, 2021 | 185,286,480 | 185,286,000 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (16,962) | $ (16,962) | |||
Unrealized (loss) on available-for-sale marketable securities | (147) | (147) | |||
Issuance of common stock resulting from at-the-market transactions, net | 575 | 575 | |||
Issuance of common stock resulting from at-the-market transactions, net (in shares) | 285,900 | ||||
Issuance of common stock resulting from vesting of restricted stock units (in shares) | 699,635 | ||||
Stock-based compensation expense | 1,646 | 1,646 | |||
Issuance of common stock under Employee Stock Purchase Plan | 100 | 100 | |||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 57,636 | ||||
Balance at Mar. 31, 2022 | $ 19 | 753,538 | (113) | (680,673) | 72,771 |
Balance (in shares) at Mar. 31, 2022 | 186,329,651 | ||||
Balance at Dec. 31, 2021 | $ 19 | 751,217 | 34 | (663,711) | $ 87,559 |
Balance (in shares) at Dec. 31, 2021 | 185,286,480 | 185,286,000 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | $ (38,914) | ||||
Unrealized (loss) on available-for-sale marketable securities | (164) | ||||
Balance at Jun. 30, 2022 | $ 19 | 756,628 | (130) | (702,625) | $ 53,892 |
Balance (in shares) at Jun. 30, 2022 | 187,613,447 | 187,613,000 | |||
Balance at Mar. 31, 2022 | $ 19 | 753,538 | (113) | (680,673) | $ 72,771 |
Balance (in shares) at Mar. 31, 2022 | 186,329,651 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (21,952) | (21,952) | |||
Unrealized (loss) on available-for-sale marketable securities | (17) | (17) | |||
Issuance of common stock resulting from at-the-market transactions, net | 1,240 | 1,240 | |||
Issuance of common stock resulting from at-the-market transactions, net (in shares) | 1,006,444 | ||||
Issuance of common stock resulting from exercise of stock options | 92 | 92 | |||
Issuance of common stock resulting from exercise of stock options (in shares) | 76,539 | ||||
Issuance of common stock resulting from vesting of restricted stock units (in shares) | 200,813 | ||||
Stock-based compensation expense | 1,758 | 1,758 | |||
Balance at Jun. 30, 2022 | $ 19 | $ 756,628 | $ (130) | $ (702,625) | $ 53,892 |
Balance (in shares) at Jun. 30, 2022 | 187,613,447 | 187,613,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities | ||
Net loss | $ (38,914) | $ (31,933) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 59 | 146 |
Amortization of right-of-use asset and lease liability | (72) | (62) |
Stock-based compensation expense | 3,404 | 4,150 |
Amortization of deferred financing costs, debt discounts and premiums and discounts on available-for-sale marketable securities | 111 | 1,328 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 385 | (237) |
Prepaid expenses, other current assets and other assets | 1,611 | (2,746) |
Accounts payable | (596) | (284) |
Accrued expenses and other liabilities | 2,037 | (3,104) |
Net cash used in operating activities | (31,975) | (32,742) |
Investing activities | ||
Purchases of property and equipment | (196) | |
Purchases of investments | (4,987) | (53,258) |
Maturities of investments | 53,500 | 43,475 |
Net cash provided by (used in) investing activities | 48,513 | (9,979) |
Financing activities | ||
Proceeds from long-term debt, net | 24,148 | |
Proceeds from the exercise of stock options and employee stock purchase program | 192 | 818 |
Settlement of restricted stock for tax withholdings | (907) | |
Proceeds from the issuance of common stock, net | 1,820 | |
Net cash provided by (used in) financing activities | 26,160 | (89) |
Increase (decrease) in cash, cash equivalents and restricted cash | 42,698 | (42,810) |
Cash, cash equivalents and restricted cash at beginning of period | 21,493 | 68,023 |
Cash, cash equivalents and restricted cash at end of period | $ 64,191 | 25,213 |
Supplemental disclosure of non-cash investing and financing activities | ||
Common stock issuance costs included in accounts payable and accrued expenses | $ 15 |
Nature of business
Nature of business | 6 Months Ended |
Jun. 30, 2022 | |
Nature of business | |
Nature of business | 1. Nature of business Verastem, Inc. (the “Company”) is a late stage development biopharmaceutical company, with ongoing registration directed trials, committed to advancing new medicines for patients battling cancer. The Company’s pipeline is focused on novel anticancer agents that inhibit critical signaling pathways in cancer that promote cancer cell survival and tumor growth, particularly rapidly accelerated fibrosarcoma (“RAF”)/ mitogen-activated protein kinase kinase (“MEK”) inhibition and focal adhesion kinase (“FAK”) inhibition. The Company’s most advanced product candidates, VS-6766 and defactinib, are being investigated in both preclinical and clinical studies for the treatment of various solid tumors, including, low-grade serous ovarian cancer (“LGSOC”), non-small cell lung cancer (“NSCLC”), colorectal cancer (“CRC”), pancreatic cancer, uveal melanoma, and endometrial cancer. The Company believes that VS-6766 may be beneficial as a therapeutic as a single agent or when used together in combination with defactinib, other agents, other pathway inhibitors or other current and emerging standard of care treatments in cancers that do not adequately respond to currently available therapies. On September 24, 2018, the Company’s first commercial product, COPIKTRA® (duvelisib), was approved by the U.S. Food and Drug Administration (the “FDA”) for the treatment of adult patients with certain hematologic cancers including relapsed or refractory chronic lymphocytic leukemia/ small lymphocytic lymphoma (“CLL/SLL”) after at least two prior therapies and relapsed or refractory follicular lymphoma (“FL”) after at least two prior systemic therapies. On August 10, 2020, the Company and Secura Bio, Inc. (“Secura”) entered into an asset purchase agreement (“Secura APA”). Pursuant to the Secura APA, the Company sold to Secura its exclusive worldwide license, including certain related assets for the research, development, commercialization, and manufacture in oncology indications of products containing COPIKTRA (duvelisib). The transaction closed on September 30, 2020. Refer to Note 13. License, collaboration, and commercial agreements The condensed consolidated financial statements include the accounts of Verastem Securities Company and Verastem Europe GmbH, wholly-owned subsidiaries of the Company. All financial information presented has been consolidated and includes the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company is subject to the risks associated with other life science companies, including, but not limited to, possible failure of preclinical testing or clinical trials, competitors developing new technological innovations, inability to obtain marketing approval of the Company’s product candidates, VS-6766 and defactinib, market acceptance and commercial success of the Company’s product candidates, VS-6766 and defactinib, following receipt of regulatory approval, and, protection of proprietary technology and the continued ability to obtain adequate financing to fund the Company’s future operations. If the Company does not obtain marketing approval and successfully commercialize its product candidates, VS-6766 and defactinib, following regulatory approval, it will be unable to generate product revenue or achieve profitability and may need to raise additional capital. The Company has historical losses from operations and anticipates that it may continue to incur operating losses as it continues the research and development of its product candidates. As of June 30, 2022 the Company had cash, cash equivalents, and investments of The Company expects to finance the future development costs of its clinical product portfolio with its existing cash, cash equivalents, and investments, through future milestones and royalties received pursuant to the Secura APA, through our loan and security agreement with Oxford Finance LLC (“Oxford”), incurrence of debt. However, there is no guarantee that any of these strategic or financing opportunities will be executed or executed on favorable terms, and some could be dilutive to existing stockholders. If the Company fails to obtain additional future capital, it may be unable to complete its planned preclinical studies and clinical trials and obtain approval of certain investigational product candidates from the FDA or foreign regulatory authorities. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2022 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01 under the assumption that the Company will continue as a going concern for the next twelve months. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, or any adjustments that might result from the uncertainty related to the Company’s ability to continue as a going concern. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2022. For further information, refer to the financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (“SEC”) on March 28, 2022. Significant Accounting Policies No te 2 . Significant accounting policies in the . Recently Issued Accounting Standards Updates In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 will replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives (Topic 815), and Leases (Topic 842). This ASU delayed the required adoption for SEC filers that are smaller reporting companies as of their determination on November 15, 2019, until annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company has determined that as of November 15, 2019, it is a smaller reporting company and has not elected to early adopt this standard. The Company is currently evaluating the impact the adoption of the standard will have on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued No. ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-06”). ASU 2020-06 simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. The ASU also simplifies the diluted earnings per share calculation in certain areas. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its condensed consolidated financial statements and related disclosures. Concentrations of credit risk and off-balance sheet risk Cash, cash equivalents, investments and trade accounts receivable are financial instruments that potentially subject the Company to concentrations of credit risk. The Company mitigates this risk by maintaining its cash and cash equivalents and investments with high quality, accredited financial institutions. The management of the Company’s investments is not discretionary on the part of these financial institutions. As of June 30, 2022 the Company’s cash, cash equivalents and investments were deposited at three financial institutions and it has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. As of June 30, 2022, there was one customer that made up more than 60% of the Company’s accounts receivable balance. The Company assesses the creditworthiness of all its customers and sets and reassesses customer credit limits to ensure collectability of any accounts receivable balances are assured. For the six months ended June 30, 2022, there was one customer, Secura, who individually accounted for all of the Company’s revenue. Refer to Note 13. License, collaboration, and commercial agreements Proceeds from Grants During the three months ended June 30, 2022, the Company was awarded the “Therapeutic Accelerator Award” grant from Pancreatic Cancer Network for up to $3.8 million. The grant is expected to support a Phase 1b/2 clinical trial of VS-6766 in combination with defactinib to evaluate whether a more complete blockade of KRAS signaling, which is mutated in more than 95% of pancreatic cancer tumors, will improve outcomes for patients with front-line metastatic pancreatic cancer. In August 2022, PanCAN agreed to provide the Company with an additional $0.5 million for the collection and analysis of patient samples. The Company received $1.0 million of cash proceeds in July 2022. The Company did not record any of the proceeds as a reduction of research and development expense during the three months ended June 30, 2022. |
Cash, cash equivalents and rest
Cash, cash equivalents and restricted cash | 6 Months Ended |
Jun. 30, 2022 | |
Cash, cash equivalents and restricted cash | |
Cash, cash equivalents and restricted cash | 3. Cash, cash equivalents and restricted cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands): June 30, 2022 December 31, 2021 Cash and cash equivalents $ 63,950 $ 21,252 Restricted cash 241 241 Total cash, cash equivalents and restricted cash $ 64,191 $ 21,493 Amounts included in restricted cash as of June 30, 2022 and December 31, 2021 represent cash held to collateralize outstanding letters of credit provided as a security deposit for the Company’s office space located in Needham, Massachusetts in the amount of approximately $0.2 million. The letters of credit are included in non-current restricted cash on the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021. |
Fair value of financial instrum
Fair value of financial instruments | 6 Months Ended |
Jun. 30, 2022 | |
Fair value of financial instruments | |
Fair value of financial instruments | 4. Fair value of financial instruments The Company determines the fair value of its financial instruments based upon the fair value hierarchy, which prioritizes valuation inputs based on the observable nature of those inputs. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value of the investments and is not a measure of the investment credit quality. The hierarchy defines three levels of valuation inputs: Level 1 inputs Quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 inputs Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs Unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Items Measured at Fair Value on a Recurring Basis The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands): June 30, 2022 Description Total Level 1 Level 2 Level 3 Financial assets Cash equivalents $ 61,998 $ 51,014 $ 10,984 $ — Short-term investments 30,357 — 30,357 — Total financial assets $ 92,355 $ 51,014 $ 41,341 $ — December 31, 2021 Description Total Level 1 Level 2 Level 3 Financial assets Cash equivalents $ 19,302 $ 19,302 $ — $ — Short-term investments 79,004 — 79,004 — Total financial assets $ 98,306 $ 19,302 $ 79,004 $ — The Company’s cash equivalents and short-term investments consist of U.S. Government money market funds, corporate bonds, agency bonds and commercial paper of publicly traded companies. The investments and cash equivalents have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation models, including both income and market-based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. The Company validates the prices provided by third party pricing services by reviewing their pricing methods and matrices, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming that the relevant markets are active. After completing its validation procedures, the Company did not adjust or override any fair value measurements provided by the pricing services as of June 30, 2022 and December 31, 2021. Fair Value of Financial Instruments The fair value of the Company’s 2018 issued 5.00% Convertible Senior Notes due 2048 (the “2018 Notes”) was approximately $0.3 million as of June 30, 2022, which equals the carrying value of the 2018 Notes as of June 30, 2022. The fair value of the 2018 Notes was approximately $0.3 million as of December 31, 2021, which differed from the carrying value of the 2018 Notes of $0.2 million as of December 31, 2021. The fair value of the 2018 Notes is influenced by the Company’s stock price, stock price volatility, and current market yields and was determined using Level 3 inputs. The fair value of the Company’s long-term debt is determined using a discounted cash flow analysis with current applicable rates for similar instruments as of the condensed consolidated balance sheet date. The carrying value of the Company’s long-term debt as of June 30, 2022, was approximately $24.3 million. The Company estimates that the fair value of its long-term debt was approximately $26.4 million as of June 30, 2022. There was no long-term debt outstanding as of December 31, 2021. The fair value of the Company’s long-term debt was determined using Level 3 inputs. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2022 | |
Investments | |
Investments | 5. Investments Cash, cash equivalents, restricted cash and investments consist of the following (in thousands): June 30, 2022 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cash, cash equivalents & restricted cash: Cash and money market accounts $ 53,207 $ — $ — $ 53,207 Corporate bonds, agency bonds and commercial paper (due within 90 days ) 10,985 1 (2) 10,984 Total cash, cash equivalents & restricted cash: $ 64,192 $ 1 $ (2) $ 64,191 Investments: Corporate bonds, agency bonds and commercial paper (due within 1 year ) $ 30,486 $ — $ (129) $ 30,357 Total investments $ 30,486 $ — $ (129) $ 30,357 Total cash, cash equivalents, restricted cash and investments $ 94,678 $ 1 $ (131) $ 94,548 December 31, 2021 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cash, cash equivalents & restricted cash: Cash and money market accounts $ 21,493 $ — $ — $ 21,493 Total cash, cash equivalents & restricted cash: $ 21,493 $ — $ — $ 21,493 Investments: Corporate bonds and commercial paper (due within 1 year ) $ 78,970 $ 48 $ (14) $ 79,004 Total investments $ 78,970 $ 48 $ (14) $ 79,004 Total cash, cash equivalents, restricted cash and investments $ 100,463 $ 48 $ (14) $ 100,497 There were no realized gains or losses on investments for the three and six months ended June 30, 2022 or 2021. There were two debt securities in an unrealized loss position for more than 12 months as of June 30, 2022, with a fair value of $10.9 million, and unrealized loss of $0.1 million. There were no investments in an unrealized loss position for than 12 months as of December 31, 2021. There were 11 debt securities in an unrealized loss position for less than 12 months as of June 30, 2022, with a fair value of $27.4 million and unrealized loss of $0.1 million. There were three debt securities in an unrealized loss position for less than 12 months as of December 31, 2021, with a fair value of $15.8 million and unrealized loss of less than $0.1 million. The Company considered the decline in the market value for these securities to be primarily attributable to current economic conditions. As it was not more likely than not that the Company would be required to sell these securities before the recovery of their amortized cost basis, which may be at maturity, the Company did not consider these investments to be other-than-temporarily impaired as of June 30, 2022 and December 31, 2021, respectively. |
Accrued expenses
Accrued expenses | 6 Months Ended |
Jun. 30, 2022 | |
Accrued expenses | |
Accrued expenses | 6. Accrued expenses Accrued expenses consist of the following (in thousands): June 30, 2022 December 31, 2021 Research and development expenses $ 12,619 $ 9,311 Compensation and related benefits 2,258 3,892 Professional fees 668 785 Consulting fees 741 544 Interest 179 3 Commercialization costs 245 187 Other 948 899 Total accrued expenses $ 17,658 $ 15,621 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt | |
Debt | 7. Debt On March 25, 2022 (the “Closing Date”), the Company entered into a loan and security agreement (the “Loan Agreement”) with Oxford, as collateral agent and a lender, and Oxford Finance Credit Fund III LP, as a lender (“OFCF III” and together with Oxford, the “Lenders”), pursuant to which the Lenders have agreed to lend the Company up to an aggregate principal amount of $150.0 million in a series of term loans (the “Term Loans”). Pursuant to the Loan Agreement, the Company received an initial Term Loan of $25.0 million on the Closing Date and may borrow an additional $125.0 million of Term Loans at its option upon the satisfaction of certain conditions as follows: i. $15.0 million (the “Term B Loan”), when the Company has either (a) received the Regulatory Milestone Payment (as defined in the Secura APA) from Secura of $35.0 million which is due upon receipt of regulatory approval of COPIKTRA in the United States for the treatment of peripheral T-cell lymphoma (“PTCL”) or (b) received at least $50.0 million in unrestricted cash proceeds from the sale or issuance of equity securities after the Closing Date (the “Term B Milestones”). The Company may draw the Term B Loan within 60 days after the occurrence of one of the Term B Milestones, but no later than March 31, 2023. ii. $25.0 million (the “Term C Loan”), when the Company has received accelerated or full approval from the FDA of VS-6766 for the treatment of LGSOC (the “Term C Milestone”). The Company may draw the Term C Loan within 60 days after the occurrence the Term C Milestone, but no later than March 31, 2024. iii. $35.0 million (the “Term D Loan”), when the Company has achieved at least $50.0 million in gross product revenue calculated on a trailing six-month basis (the “Term D Milestone”). The Company may draw the Term D Loan within 30 days after the occurrence of the Term D Milestone, but no later than March 31, 2025. iv. $50.0 million (the “Term E Loan”), at the sole discretion of the Lenders. The Term Loans bear interest at a floating rate equal to (a) the greater of (i) the one-month CME Secured Overnight Financing Rate and (ii) 0.13% plus (b) 7.37% , which is subject to an overall floor and cap. Interest is payable monthly in arrears on the first calendar day of each calendar month. Beginning (i) April 1, 2024, if the Term B Loan is not made, (ii) April 1, 2025, if the Term B Loan is made, or (iii) April 1, 2026, if the Term B Loan is made and either (A) VS-6766 has received FDA approval for the treatment of LGSOC or (B) COPIKTRA has received FDA approval for the treatment of PTCL, the Company shall repay the Term Loans in consecutive equal monthly payments of principal, together with applicable interest, in arrears. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on March 1, 2027. The Company is required to make a final payment of 5.0% of the original principal amount of the Term Loans that are drawn, payable at maturity or upon any earlier acceleration or prepayment of the Term Loans (the “Final Payment Fee”). The Company may prepay all, but not less than all, of the Term Loans, subject to a prepayment fee equal to (i) 3.0% of the principal amount of the applicable Term Loan if prepaid on or before the first anniversary date of the funding date of such Term Loan, (ii) 2.0% of the principal amount of the applicable Term Loan if prepaid after the first anniversary and on or before the second anniversary of the funding date of such Term Loan, and (iii) 1.0% of the principal amount of the applicable Term Loan if prepaid after the second anniversary of the applicable funding date of such Term Loan. All Term Loans are subject to a facility fee of 0.5% of the principal amount. The Loan Agreement contains no financial covenants. The Loan Agreement includes customary events of default, including, among others, payment defaults, breach of representations and warrants, covenant defaults, judgment defaults, insolvency and bankruptcy defaults, and a material adverse change. The occurrence of an event of default could result in the acceleration of the obligations under the Loan Agreement, termination of the Term Loan commitments and the right to foreclose on the collateral securing the obligations. During the existence of an event of default, the Term Loans will accrue interest at a rate per annum equal to 5.0% above the otherwise applicable interest rate. In connection with the Loan Agreement, the Company granted Oxford a security interest in all of the Company’s personal property now owned or hereafter acquired, excluding intellectual property (but including the right to payments and proceeds of intellectual property), and a negative pledge on intellectual property. The Company assessed all terms and features of the Loan Agreement in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Loan Agreement, including put and call features. The Company determined that all features of the Loan Agreement were clearly and closely associated with a debt host and did not require bifurcation as a derivative liability, or the fair value of the feature was immaterial to the Company's financial statements. The Company reassesses the features on a quarterly basis to determine if they require separate accounting. There have been no changes to the Company assessment through June 30, 2022. The debt issuance costs and the Final Payment Fee have been recorded as a debt discount which are being accreted to interest expense through the maturity date of the Term Loan using the effective interest method. June 30, 2022 December 31, 2021 Principal loan balance $ 25,000 $ — Final Payment Fee 76 — Debt issuance costs, net of accretion (800) — Long-term debt, net of discount $ 24,276 $ — As of June 30, 2022, future principal payments due are as follows (in thousands): 2022 $ — 2023 — 2024 6,250 2025 8,333 2026 8,333 2027 2,084 Total principal payments $ 25,000 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
Leases | 8. Leases On April 15, 2014, the Company entered into a lease agreement for approximately 15,197 square feet of office and laboratory space in Needham, Massachusetts. Effective February 15, 2018, the Company amended its lease agreement to relocate within the facility to another location consisting of 27,810 square feet of office space (the “Amended Lease Agreement”). The Amended Lease Agreement extends the expiration date of the lease from September 2019 through June 2025. Pursuant to the Amended Lease Agreement, the initial annual base rent amount is approximately $0.7 million, which increases during the lease term to $1.1 million for the last twelve-month period. The Company has accounted for its Needham, Massachusetts office space as an operating lease. The Company’s lease contains an option to renew and extend the lease terms and an option to terminate the lease prior to the expiration date. The Company has not included the lease extension or the termination options within the right-of-use asset and lease liability on the condensed consolidated balance sheets as neither option is reasonably certain to be exercised. The Company’s lease includes variable non-lease components (e.g., common area maintenance, maintenance, consumables, etc.) that are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred. The Company does not have any other operating or finance leases. As of June 30, 2022, a right-of-use asset of $2.1 million and lease liability of $2.6 million are reflected on the condensed consolidated balance sheets. The elements of lease expense were as follows (dollar amounts in thousands): Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Lease Expense Operating lease expense $ 221 $ 221 $ 442 $ 442 Total Lease Expense $ 221 $ 221 $ 442 $ 442 Other Information - Operating Leases Operating cash flows paid for amounts included in measurement of lease liabilities $ 257 $ 252 $ 514 $ 504 June 30, 2022 Other Balance Sheet Information - Operating Leases Weighted average remaining lease term (in years) 3.0 Weighted average discount rate 14.6% Maturity Analysis 2022 525 2023 1,060 2024 1,081 2025 546 Total $ 3,212 Less: Present value discount (597) Lease Liability $ 2,615 |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Senior Notes | |
Convertible Senior Notes | 9. Convertible Senior Notes 2018 Notes whether or not consecutive, during any 30 consecutive VWAP Trading Day period commencing on or after the date the Company first issued the 2018 Notes. 2019 Notes 2020 Notes On November 6, 2020, the Company entered into a privately negotiated agreement with an investor who was a holder of the Company’s 2018 Notes to exchange approximately $28.0 million aggregate principal amount of 2018 Notes for approximately $28.0 million aggregate principal amount of newly issued 5.00% Convertible Senior Notes due 2048 (the “2020 Notes”). The issuance of the 2020 Notes closed on November 13, 2020. The 2020 Notes were governed pursuant to the Base Indenture between the Company and Wilmington, as trustee and collateral agent, dated as of October 17, 2018 as supplemented by the second supplemental indenture thereto, dated as of November 13, 2020, (the “2020 Notes Supplemental Indenture” and together with the Base Indenture, the “2020 Indenture”). The Company had the right, exercisable at its option, to cause all 2020 Notes then outstanding to be converted automatically if the “Daily VWAP” (as defined in the 2020 Indenture) per share of the Company’s common stock equaled or exceeded 123.08% of the conversion price on each of at least 20 “VWAP Trading Days” (as defined in the 2020 Indenture), whether or not consecutive, during any 30 consecutive VWAP Trading Day period commencing on or after the date the Company first issued the 2020 Notes (the “2020 Notes Mandatory Conversion Option”). |
Common stock
Common stock | 6 Months Ended |
Jun. 30, 2022 | |
Common stock. | |
Common stock | 10. Common stock At-the-market equity offering programs In August 2021, the Company entered into a sales agreement with Cantor Fitzgerald & Co. (“Cantor”) pursuant to which the Company can offer and sell up to $100.0 million of its common stock at the current market prices from time to time through Cantor as sales agent (the “August 2021 ATM”). During the three and six months ended June 30, 2022, the Company sold 1,006,444 shares and 1,292,344 shares, respectively, under the August 2021 ATM for net proceeds of approximately $1.2 million and $1.8 million, respectively, (after deducting commissions and other offering expenses). |
Stock-based compensation
Stock-based compensation | 6 Months Ended |
Jun. 30, 2022 | |
Stock-based compensation | |
Stock-based compensation | 11. Stock-based compensation Stock options A summary of the Company’s stock option activity and related information for the six months ended June 30, 2022 is as follows: Shares Weighted-average exercise price per share Weighted-average remaining contractual term (years) Aggregate intrinsic value (in thousands) Outstanding at December 31, 2021 16,264,098 $ 3.56 6.7 $ 2,601 Granted 819,875 1.28 Exercised (76,539) 1.20 Forfeited/cancelled (467,924) 3.02 Outstanding at June 30, 2022 16,539,510 $ 3.47 6.3 $ 19 Vested at June 30, 2022 9,877,203 $ 4.27 4.7 $ 2 The fair value of each stock option granted during the six months ended June 30, 2022 and 2021 was estimated on the grant date using the Black-Scholes option-pricing model using the following weighted-average assumptions: June 30, 2022 2021 Risk-free interest rate 2.82 % 0.66 % Volatility 87 % 95 % Dividend yield — — Expected term (years) 5.6 5.8 Restricted stock units A summary of the Company’s restricted stock unit activity and related information for the six months ended June 30, 2022 is as follows: Shares Weighted-average grant date fair value per share Outstanding at December 31, 2021 2,805,004 $ 2.44 Granted 241,713 $ 1.43 Vested (316,218) $ 3.16 Forfeited/cancelled (128,720) $ 2.26 Outstanding at June 30, 2022 2,601,779 $ 2.27 Employee stock purchase plan Six months ended June 30, 2022 2021 Risk-free interest rate 0.22 % 0.09 % Volatility 50 % 65 % Dividend yield — — Expected term (years) 0.5 0.5 |
Net loss per share
Net loss per share | 6 Months Ended |
Jun. 30, 2022 | |
Net loss per share | |
Net loss per share | 12. Net loss per share Basic loss per common share is calculated by dividing net loss applicable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is calculated by increasing the denominator by the weighted-average number of additional shares that could have been outstanding from securities convertible into common stock, such as stock options, restricted stock units, and employee stock purchase plan shares (using the “treasury stock” method), and the 2018 Notes and 2020 Notes (using the “if-converted” method), unless their effect on net loss per share is anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Outstanding stock options 16,539,510 12,492,625 16,539,510 12,492,625 Outstanding restricted stock units 2,601,779 2,933,455 2,601,779 2,933,455 2018 Notes 41,873 41,873 41,873 41,873 2020 Notes — 8,615,384 — 8,615,384 Employee stock purchase plan 64,696 56,688 64,696 56,688 Total potentially dilutive securities 19,247,858 24,140,025 19,247,858 24,140,025 |
License, collaboration and comm
License, collaboration and commercial agreements | 6 Months Ended |
Jun. 30, 2022 | |
License, collaboration and commercial agreements | |
License, collaboration and commercial agreements | 13. License, collaboration and commercial agreements Secura On August 10, 2020, the Company and Secura signed the Secura APA and on September 30, 2020, the transaction closed. Pursuant to the Secura APA, the Company sold to Secura its exclusive worldwide license, including related assets, for the research, development, commercialization, and manufacture in oncology indications of products containing duvelisib. The sale included certain intellectual property related to duvelisib in oncology indications, certain existing duvelisib inventory, claims and rights under certain contracts pertaining to duvelisib. Pursuant to the Secura APA, Secura assumed all operational and financial responsibility for activities that were part of the Company’s duvelisib oncology program, including all commercialization efforts related to duvelisib in the United States and Europe, as well as the Company’s ongoing duvelisib clinical trials. Further, Secura assumed all obligations with existing collaboration partners developing and commercializing duvelisib, which include Yakult Honsha Co., Ltd. (“Yakult”), CSPC Pharmaceutical Group Limited (“CSPC”), and Sanofi. Additionally, Secura assumed all royalty payment obligations due under the amended and restated license agreement with Infinity Pharmaceuticals, Inc. Pursuant to the terms of the Secura APA, Secura has paid the Company an up-front payment of $70.0 million in September 2020 and has agreed to pay the Company (i) regulatory milestone payments up to $45.0 million, consisting of a payment of $35.0 million upon receipt of regulatory approval of COPIKTRA in the United States for the treatment of PTCL and a payment of $10.0 million upon receipt of the first regulatory approval for the commercial sale of COPIKTRA in the European Union for the treatment of PTCL, (ii) sales milestone payments of up to $50.0 million, consisting of $10.0 million when total worldwide net sales of COPIKTRA exceed $100.0 million, $15.0 million when total worldwide net sales of COPIKTRA exceed $200.0 million and $25.0 million when total worldwide net sales of COPIKTRA exceed $300.0 million, (iii) low double-digit royalties on the annual aggregate net sales above $100.0 million in the United States, European Union, and the United Kingdom of Great Britain and Northern Ireland and (iv) 50% of all royalty, milestone and sublicense revenue payments payable to Secura under the Company’s existing license agreements with Sanofi, Yakult, and CSPC, and 50% of all royalty and milestone payments payable to Secura under any license or sublicense agreement entered into by Secura in certain jurisdictions. In connection with the Secura APA, the Company and Secura entered into a transition services agreement (“Secura TSA”). Under the terms of the Secura TSA, the Company has provided certain support functions at Secura’s direction for a term of less than one year from the date of execution (“Secura TSA Services”). Services performed were paid at a mutually agreed upon rate. The Company evaluated the Secura APA and Secura TSA in accordance with ASC 606 as the Company concluded that the counterparty, Secura, is a customer. The Company identified the following performance obligations under the Secura APA and Secura TSA: ● a bundled performance obligation consisting of delivery of the duvelisib global license and intellectual property, certain existing duvelisib inventory, certain duvelisib contracts and clinical trials, certain regulatory approvals, and certain regulatory documentation and books and records (the “Bundled Secura Performance Obligation”); and ● Secura TSA Services. The Company concluded that the duvelisib global license and intellectual property were not distinct within the context of the contract (i.e. separately identifiable) because the other assets including certain existing duvelisib inventory, certain duvelisib contracts and clinical trials, certain regulatory approval, and certain regulatory documentation and books and records do not have stand-alone value from other duvelisib global license and intellectual property and Secura could not benefit from them without the duvelisib global license and intellectual property. Consistent with the guidance under ASC 606-10-25-16A, the Company disregarded immaterial promised goods and services when determining performance obligations. The Company has determined that the upfront payment of $70.0 million, future potential milestone payments and royalties including from Secura’s sublicensees should be allocated to the delivery of the Bundled Secura Performance Obligation. The Company has the right to consideration for TSA services in an amount that corresponds directly with the value to Secura of the Company’s performance to date. Consideration allocated to the Secura TSA Services will be recognized as such services are provided over the performance period using an output method based on the amount to which the Company has a right to invoice. The Company determined $0.2 million of future potential royalties the Company expects to receive pursuant to the Secura APA were not constrained as of June 30, 2022. When estimating the amount of royalties to be received that were not constrained, the Company used the expected value method as there are a range of possible outcomes. When estimating royalties to be received, the Company used a combination of internal projections and forecasts and data from external sources. The Company determined that all other future potential royalties were constrained under the guidance as of June 30, 2022. As part of the Company’s evaluation of the constraint on future royalties, the Company considered a number of factors in determining whether there is significant uncertainty associated with the future events that would result in royalty payments. Those factors include: the likelihood and magnitude of revenue reversals related to future royalties, the amount of variable consideration is highly susceptible to factors outside of the Company’s influence, the amount of time to resolve the uncertainty, and lack of significant history of selling COPIKTRA outside of the United States. As the consideration for future royalties is conditional, the Company recorded a corresponding contract asset for the expected royalties. Portions of the contract asset are reclassified to accounts receivable when the right to consideration becomes unconditional. As of June 30, 2022, the contract asset has been recorded within prepaid and other current assets on the condensed consolidated balance sheets. The following table presents changes in the Company’s contract asset for the six months ended June 30, 2022 (in thousands): Contract Asset: Balance at December 31, 2021 Additions Reclassification to receivable Balance at June 30, 2022 Contract asset - Secura $ 170 $ 96 $ (66) $ 200 Total $ 170 $ 96 $ (66) $ 200 During the first quarter of 2022, one regulatory milestone was achieved by Secura’s sublicensee, CSPC, of which 50% of the milestone or $2.5 million was paid to the Company pursuant to the Secura APA. The Company determined all other future potential milestones were excluded from the transaction price, as all other milestone amounts were fully constrained under the guidance as of June 30, 2022. As part of the Company’s evaluation of the constraint, the Company considered a number of factors in determining whether there is significant uncertainty associated with the future events that would result in the milestone payments. Those factors included: the likelihood and magnitude of revenue reversals related to future milestones, the amount of variable consideration that is highly susceptible to factors outside of the Company’s influence and the uncertainty about the consideration is not expected to be resolved for a long period of time. All other future potential milestone payments were fully constrained as the risk of significant revenue reversal related to these amounts has not yet been resolved. During the three and six months ended June 30, 2022, the Company recognized $0.0 million and $2.6 million, respectively, of sale of COPIKTRA license and related assets revenue within the statements of operations and comprehensive loss. The sale of COPIKTRA license and related assets revenue for the six months ended June 30, 2022 primarily related to one regulatory milestone for $2.5 million achieved by Secura’s sublicensee, CSPC, and $0.1 million related to royalties on COPIKTRA sales in the six months ended June 30, 2022, and future royalties expected to be received pursuant to the Secura APA that were not constrained. During the three and six months ended June 30, 2021, the Company recognized $0.1 million and $0.9 million, respectively, of sale of COPIKTRA license and related assets revenue within the statements of operations and comprehensive loss. The sale of COPIKTRA license and related assets revenue for the three months ended June 30, 2021, primarily related to $0.1 million related to future royalties expected to be received pursuant to the Secura APA. The sale of COPIKTRA license and related assets revenue for the six months ended June 30, 2021 primarily related to |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income taxes | |
Income taxes | 14. Income taxes |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and contingencies | |
Commitments and contingencies | 15. Commitments and contingencies The Company has no other commitments other than minimum lease payments as disclosed in Note 8. Leases. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent events. | |
Subsequent events | 16. Subsequent events The Company reviews all activity subsequent to the end of the quarter but prior to issuance of the condensed consolidated financial statements for events that could require disclosure or that could impact the carrying value of assets or liabilities as of the balance sheet date. The Company is not aware of any material subsequent events. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Summary of significant accounting policies | |
Basis of presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01 under the assumption that the Company will continue as a going concern for the next twelve months. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements, or any adjustments that might result from the uncertainty related to the Company’s ability to continue as a going concern. In the opinion of management, all adjustments (including those which are normal and recurring) considered necessary for a fair presentation of the interim financial information have been included. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts and related disclosures at the date of the financial statements. Actual results could differ from those estimates. Additionally, operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2022. For further information, refer to the financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (“SEC”) on March 28, 2022. |
Significant Accounting Policies | Significant Accounting Policies No te 2 . Significant accounting policies in the . |
Recently Issued Accounting Standards Updates | Recently Issued Accounting Standards Updates In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 will replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives (Topic 815), and Leases (Topic 842). This ASU delayed the required adoption for SEC filers that are smaller reporting companies as of their determination on November 15, 2019, until annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company has determined that as of November 15, 2019, it is a smaller reporting company and has not elected to early adopt this standard. The Company is currently evaluating the impact the adoption of the standard will have on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued No. ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-06”). ASU 2020-06 simplifies the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exception for contracts in an entity’s own equity. The ASU also simplifies the diluted earnings per share calculation in certain areas. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its condensed consolidated financial statements and related disclosures. |
Concentrations of credit risk and off-balance sheet risk | Concentrations of credit risk and off-balance sheet risk Cash, cash equivalents, investments and trade accounts receivable are financial instruments that potentially subject the Company to concentrations of credit risk. The Company mitigates this risk by maintaining its cash and cash equivalents and investments with high quality, accredited financial institutions. The management of the Company’s investments is not discretionary on the part of these financial institutions. As of June 30, 2022 the Company’s cash, cash equivalents and investments were deposited at three financial institutions and it has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. As of June 30, 2022, there was one customer that made up more than 60% of the Company’s accounts receivable balance. The Company assesses the creditworthiness of all its customers and sets and reassesses customer credit limits to ensure collectability of any accounts receivable balances are assured. For the six months ended June 30, 2022, there was one customer, Secura, who individually accounted for all of the Company’s revenue. Refer to Note 13. License, collaboration, and commercial agreements |
Proceeds from Grants | Proceeds from Grants During the three months ended June 30, 2022, the Company was awarded the “Therapeutic Accelerator Award” grant from Pancreatic Cancer Network for up to $3.8 million. The grant is expected to support a Phase 1b/2 clinical trial of VS-6766 in combination with defactinib to evaluate whether a more complete blockade of KRAS signaling, which is mutated in more than 95% of pancreatic cancer tumors, will improve outcomes for patients with front-line metastatic pancreatic cancer. In August 2022, PanCAN agreed to provide the Company with an additional $0.5 million for the collection and analysis of patient samples. The Company received $1.0 million of cash proceeds in July 2022. The Company did not record any of the proceeds as a reduction of research and development expense during the three months ended June 30, 2022. |
Cash, cash equivalents and re_2
Cash, cash equivalents and restricted cash (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Cash, cash equivalents and restricted cash | |
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 condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands): June 30, 2022 December 31, 2021 Cash and cash equivalents $ 63,950 $ 21,252 Restricted cash 241 241 Total cash, cash equivalents and restricted cash $ 64,191 $ 21,493 |
Fair value of financial instr_2
Fair value of financial instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair value of financial instruments | |
Schedule of financial instruments measured at fair value on a recurring basis | The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands): June 30, 2022 Description Total Level 1 Level 2 Level 3 Financial assets Cash equivalents $ 61,998 $ 51,014 $ 10,984 $ — Short-term investments 30,357 — 30,357 — Total financial assets $ 92,355 $ 51,014 $ 41,341 $ — December 31, 2021 Description Total Level 1 Level 2 Level 3 Financial assets Cash equivalents $ 19,302 $ 19,302 $ — $ — Short-term investments 79,004 — 79,004 — Total financial assets $ 98,306 $ 19,302 $ 79,004 $ — |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments | |
Schedule of cash, cash equivalents and investments | Cash, cash equivalents, restricted cash and investments consist of the following (in thousands): June 30, 2022 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cash, cash equivalents & restricted cash: Cash and money market accounts $ 53,207 $ — $ — $ 53,207 Corporate bonds, agency bonds and commercial paper (due within 90 days ) 10,985 1 (2) 10,984 Total cash, cash equivalents & restricted cash: $ 64,192 $ 1 $ (2) $ 64,191 Investments: Corporate bonds, agency bonds and commercial paper (due within 1 year ) $ 30,486 $ — $ (129) $ 30,357 Total investments $ 30,486 $ — $ (129) $ 30,357 Total cash, cash equivalents, restricted cash and investments $ 94,678 $ 1 $ (131) $ 94,548 December 31, 2021 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Cash, cash equivalents & restricted cash: Cash and money market accounts $ 21,493 $ — $ — $ 21,493 Total cash, cash equivalents & restricted cash: $ 21,493 $ — $ — $ 21,493 Investments: Corporate bonds and commercial paper (due within 1 year ) $ 78,970 $ 48 $ (14) $ 79,004 Total investments $ 78,970 $ 48 $ (14) $ 79,004 Total cash, cash equivalents, restricted cash and investments $ 100,463 $ 48 $ (14) $ 100,497 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accrued expenses | |
Schedule of accrued expenses | Accrued expenses consist of the following (in thousands): June 30, 2022 December 31, 2021 Research and development expenses $ 12,619 $ 9,311 Compensation and related benefits 2,258 3,892 Professional fees 668 785 Consulting fees 741 544 Interest 179 3 Commercialization costs 245 187 Other 948 899 Total accrued expenses $ 17,658 $ 15,621 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt | |
Schedule of carrying value of debt | June 30, 2022 December 31, 2021 Principal loan balance $ 25,000 $ — Final Payment Fee 76 — Debt issuance costs, net of accretion (800) — Long-term debt, net of discount $ 24,276 $ — |
Schedule of future principal payments under the Loan Agreement | |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
Summary of elements of lease expenses | Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Lease Expense Operating lease expense $ 221 $ 221 $ 442 $ 442 Total Lease Expense $ 221 $ 221 $ 442 $ 442 Other Information - Operating Leases Operating cash flows paid for amounts included in measurement of lease liabilities $ 257 $ 252 $ 514 $ 504 June 30, 2022 Other Balance Sheet Information - Operating Leases Weighted average remaining lease term (in years) 3.0 Weighted average discount rate 14.6% Maturity Analysis 2022 525 2023 1,060 2024 1,081 2025 546 Total $ 3,212 Less: Present value discount (597) Lease Liability $ 2,615 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stock-based compensation | |
Summary of stock option activity and related information | A summary of the Company’s stock option activity and related information for the six months ended June 30, 2022 is as follows: Shares Weighted-average exercise price per share Weighted-average remaining contractual term (years) Aggregate intrinsic value (in thousands) Outstanding at December 31, 2021 16,264,098 $ 3.56 6.7 $ 2,601 Granted 819,875 1.28 Exercised (76,539) 1.20 Forfeited/cancelled (467,924) 3.02 Outstanding at June 30, 2022 16,539,510 $ 3.47 6.3 $ 19 Vested at June 30, 2022 9,877,203 $ 4.27 4.7 $ 2 |
Schedule of assumptions used to estimate fair value of each stock option on grant date | The fair value of each stock option granted during the six months ended June 30, 2022 and 2021 was estimated on the grant date using the Black-Scholes option-pricing model using the following weighted-average assumptions: June 30, 2022 2021 Risk-free interest rate 2.82 % 0.66 % Volatility 87 % 95 % Dividend yield — — Expected term (years) 5.6 5.8 |
Schedule of restricted stock units | A summary of the Company’s restricted stock unit activity and related information for the six months ended June 30, 2022 is as follows: Shares Weighted-average grant date fair value per share Outstanding at December 31, 2021 2,805,004 $ 2.44 Granted 241,713 $ 1.43 Vested (316,218) $ 3.16 Forfeited/cancelled (128,720) $ 2.26 Outstanding at June 30, 2022 2,601,779 $ 2.27 |
Schedule of assumptions used to estimate fair value of each employee stock purchase plan on grant date | Six months ended June 30, 2022 2021 Risk-free interest rate 0.22 % 0.09 % Volatility 50 % 65 % Dividend yield — — Expected term (years) 0.5 0.5 |
Net loss per share (Tables)
Net loss per share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Net loss per share | |
Schedule of potentially dilutive securities were excluded from the calculation of diluted net loss per share | The following potentially dilutive securities were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Outstanding stock options 16,539,510 12,492,625 16,539,510 12,492,625 Outstanding restricted stock units 2,601,779 2,933,455 2,601,779 2,933,455 2018 Notes 41,873 41,873 41,873 41,873 2020 Notes — 8,615,384 — 8,615,384 Employee stock purchase plan 64,696 56,688 64,696 56,688 Total potentially dilutive securities 19,247,858 24,140,025 19,247,858 24,140,025 |
License, collaboration and co_2
License, collaboration and commercial agreements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
License, collaboration and commercial agreements | |
Schedule of contract assets | The following table presents changes in the Company’s contract asset for the six months ended June 30, 2022 (in thousands): Contract Asset: Balance at December 31, 2021 Additions Reclassification to receivable Balance at June 30, 2022 Contract asset - Secura $ 170 $ 96 $ (66) $ 200 Total $ 170 $ 96 $ (66) $ 200 |
Nature of business (Details)
Nature of business (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Nature of business | ||
Cash, cash equivalents, and investments | $ 94,300 | |
Accumulated deficit | $ 702,625 | $ 663,711 |
Summary of significant accoun_3
Summary of significant accounting policies - Concentrations of credit risk and off-balance sheet risk (Details) $ in Millions | 1 Months Ended | 6 Months Ended | |
Aug. 31, 2022 USD ($) | Jul. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) Institution customer | |
Concentrations of credit risk and off-balance sheet risk | |||
Off-balance sheet concentrations of credit risk description | As of June 30, 2022 the Company’s cash, cash equivalents and investments were deposited at three financial institutions and it has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. | ||
Number of financial institutions in which cash, cash equivalents and investments were deposited | Institution | 3 | ||
Minimum percentage of pancreatic cancer tumors | 95% | ||
Cash proceeds | $ | $ 0.5 | $ 1 | |
Maximum | |||
Concentrations of credit risk and off-balance sheet risk | |||
Grant awarded, amount | $ | $ 3.8 | ||
Trade accounts receivable | Credit Concentration Risk | Secura | |||
Concentrations of credit risk and off-balance sheet risk | |||
Number of customer | customer | 1 | ||
Trade accounts receivable | Credit Concentration Risk | Secura | Minimum | |||
Concentrations of credit risk and off-balance sheet risk | |||
Percentage | 60% | ||
Revenue | Customer Concentration Risk | Secura | |||
Concentrations of credit risk and off-balance sheet risk | |||
Number of customer | customer | 1 |
Cash, cash equivalents and re_3
Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||||
Cash and cash equivalents | $ 63,950 | $ 21,252 | ||
Restricted cash | 241 | 241 | ||
Total cash, cash equivalents and restricted cash | 64,191 | 21,493 | $ 25,213 | $ 68,023 |
Letter of credit | Office and Laboratory Space in Needham, Massachusetts | ||||
Property, Plant and Equipment [Line Items] | ||||
Restricted cash | $ 200 | $ 200 |
Fair value of financial instr_3
Fair value of financial instruments - Financial Instruments Measured on a Recurring Basis (Details) - Recurring basis - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Financial assets | ||
Cash equivalents | $ 61,998 | $ 19,302 |
Short-term investments | 30,357 | 79,004 |
Total financial assets | 92,355 | 98,306 |
Level 1 | ||
Financial assets | ||
Cash equivalents | 51,014 | 19,302 |
Total financial assets | 51,014 | 19,302 |
Level 2 | ||
Financial assets | ||
Cash equivalents | 10,984 | |
Short-term investments | 30,357 | 79,004 |
Total financial assets | $ 41,341 | $ 79,004 |
Fair value of financial instr_4
Fair value of financial instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Oct. 17, 2018 |
Financial liabilities | |||
Long-term debt | $ 24,276 | ||
Debt, carrying value | $ 25,000 | ||
2018 Notes | |||
Financial liabilities | |||
Interest rate (as a percent) | 5% | 5% | |
Level 3 | 2018 Notes | |||
Financial liabilities | |||
Debt, fair value | $ 300 | ||
Debt, carrying value | 200 | ||
Level 3 | Term loan | |||
Financial liabilities | |||
Debt, fair value | 26,400 | ||
Debt, carrying value | $ 24,300 | $ 0 |
Investments (Details)
Investments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) item | |
Schedule of Investments [Line Items] | |||||
Cash, cash equivalents & restricted cash, Amortized Cost | $ 63,950 | $ 63,950 | $ 21,252 | ||
Total cash, cash equivalents, restricted cash and investments, Gross Unrealized Gains | 1 | 1 | 48 | ||
Total cash, cash equivalents, restricted cash and investments, Gross Unrealized Losses | (131) | (131) | $ (14) | ||
Total cash, cash equivalents, restricted cash and investments, Fair Value | 94,300 | 94,300 | |||
Realized gains or losses on investments | $ 0 | $ 0 | $ 0 | $ 0 | |
Number of investments in unrealized loss position for more than 12 months | item | 2 | 2 | 0 | ||
Number of investments in unrealized loss position for less than 12 months | item | 11 | 11 | 3 | ||
Unrealized loss on fair value | $ 100 | $ 100 | |||
Unrealized loss less than 12 months | 100 | 100 | $ 100 | ||
Fair value less than 12 months | 27,400 | 27,400 | 15,800 | ||
Fair value more than 12 months | 10,900 | 10,900 | |||
Amortized Cost | |||||
Schedule of Investments [Line Items] | |||||
Total cash, cash equivalents, restricted cash and investments, Amortized Cost | 94,678 | 94,678 | 100,463 | ||
Total | |||||
Schedule of Investments [Line Items] | |||||
Total cash, cash equivalents, restricted cash and investments, Fair Value | 94,548 | $ 94,548 | $ 100,497 | ||
Corporate bonds, agency bonds and commercial paper (due within 90 days) | |||||
Schedule of Investments [Line Items] | |||||
Original maturity period, cash and cash equivalents | 90 days | ||||
Gross Unrealized Gains | 1 | $ 1 | |||
Gross Unrealized Losses | (2) | (2) | |||
Corporate bonds, agency bonds and commercial paper (due within 90 days) | Amortized Cost | |||||
Schedule of Investments [Line Items] | |||||
Cash, cash equivalents & restricted cash, Amortized Cost | 10,985 | 10,985 | |||
Corporate bonds, agency bonds and commercial paper (due within 90 days) | Total | |||||
Schedule of Investments [Line Items] | |||||
Cash, cash equivalents & restricted cash, Fair Value | 10,984 | $ 10,984 | |||
Corporate bonds, agency bonds and commercial paper (due within 1 year) | |||||
Schedule of Investments [Line Items] | |||||
Maturity period, investments | 1 year | 1 year | |||
Gross Unrealized Gains | $ 48 | ||||
Gross Unrealized Losses | (129) | $ (129) | (14) | ||
Corporate bonds, agency bonds and commercial paper (due within 1 year) | Amortized Cost | |||||
Schedule of Investments [Line Items] | |||||
Due within 1 year, Amortized Cost | 30,486 | 30,486 | 78,970 | ||
Corporate bonds, agency bonds and commercial paper (due within 1 year) | Total | |||||
Schedule of Investments [Line Items] | |||||
Due within 1 year, Fair Value | 30,357 | 30,357 | 79,004 | ||
Investments. | |||||
Schedule of Investments [Line Items] | |||||
Gross Unrealized Gains | 48 | ||||
Gross Unrealized Losses | (129) | (129) | (14) | ||
Investments. | Amortized Cost | |||||
Schedule of Investments [Line Items] | |||||
Investments, Amortized Cost | 30,486 | 30,486 | 78,970 | ||
Investments. | Total | |||||
Schedule of Investments [Line Items] | |||||
Investments, Fair Value | 30,357 | 30,357 | 79,004 | ||
Cash and money market accounts. | Amortized Cost | |||||
Schedule of Investments [Line Items] | |||||
Cash, cash equivalents & restricted cash, Amortized Cost | 53,207 | 53,207 | 21,493 | ||
Cash and money market accounts. | Total | |||||
Schedule of Investments [Line Items] | |||||
Cash, cash equivalents & restricted cash, Fair Value | 53,207 | 53,207 | 21,493 | ||
Cash, cash equivalents & restricted cash | |||||
Schedule of Investments [Line Items] | |||||
Gross Unrealized Gains | 1 | 1 | |||
Gross Unrealized Losses | (2) | (2) | |||
Cash, cash equivalents & restricted cash | Amortized Cost | |||||
Schedule of Investments [Line Items] | |||||
Cash, cash equivalents & restricted cash, Amortized Cost | 64,192 | 64,192 | 21,493 | ||
Cash, cash equivalents & restricted cash | Total | |||||
Schedule of Investments [Line Items] | |||||
Cash, cash equivalents & restricted cash, Fair Value | $ 64,191 | $ 64,191 | $ 21,493 |
Accrued expenses (Details)
Accrued expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued expenses | ||
Research and development expenses | $ 12,619 | $ 9,311 |
Compensation and related benefits | 2,258 | 3,892 |
Professional fees | 668 | 785 |
Consulting fees | 741 | 544 |
Interest | 179 | 3 |
Commercialization costs | 245 | 187 |
Other | 948 | 899 |
Total accrued expenses | $ 17,658 | $ 15,621 |
Debt (Details)
Debt (Details) $ in Millions | Mar. 25, 2022 USD ($) |
Loan Agreement | |
Long-term debt | |
Financial covenants | $ 0 |
Accrued interest rate | 5% |
Term loan | |
Long-term debt | |
Aggregate principal amount | $ 150 |
Issuance of debt | 25 |
Current borrowing capacity | $ 125 |
Percentage of final prepayment fee | 5% |
Additional interest rate in an event of default | 0.50% |
Term loan | Secured Overnight Financing Rate | |
Long-term debt | |
Interest rate | 7.37% |
Basis spread | 0.13% |
Term loan | If prepaid on or before the first anniversary | |
Long-term debt | |
Percentage of final prepayment fee | 3% |
Term loan | If prepaid after the first anniversary and on or before the second anniversary | |
Long-term debt | |
Percentage of final prepayment fee | 2% |
Term loan | If prepaid after the second anniversary | |
Long-term debt | |
Percentage of final prepayment fee | 1% |
Term B Loan | |
Long-term debt | |
Aggregate principal amount | $ 15 |
Regulatory milestone payments | 35 |
Minimum unrestricted cash proceeds from sale or issuance of equity securities | $ 50 |
Debt instrument period to draw loan, Minimum | 60 days |
Term C Loan | |
Long-term debt | |
Aggregate principal amount | $ 25 |
Debt instrument period to draw loan, Minimum | 60 days |
Term D Loan | |
Long-term debt | |
Aggregate principal amount | $ 35 |
Debt instrument period to draw loan, Minimum | 30 days |
Gross product revenue to be achieved | $ 50 |
Term E Loan | |
Long-term debt | |
Aggregate principal amount | $ 50 |
Debt - Components of carrying v
Debt - Components of carrying value of debt (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt | |
Principal loan balance | $ 25,000 |
Final Payment Fee | 76 |
Debt issuance costs, net of accretion | (800) |
Long-term debt, net of discount | $ 24,276 |
Debt - Future principal payment
Debt - Future principal payments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Future principal payments | |
2024 | $ 6,250 |
2025 | 8,333 |
2026 | 8,333 |
2027 | 2,084 |
Total principal payments | $ 25,000 |
Leases (Details)
Leases (Details) - Office and Laboratory Space in Needham, Massachusetts $ in Millions | Feb. 15, 2018 USD ($) ft² | Apr. 15, 2014 ft² |
Leases | ||
Area of space | ft² | 27,810 | 15,197 |
Minimum | ||
Leases | ||
Operating lease expense | $ 0.7 | |
Maximum | ||
Leases | ||
Operating lease expense | $ 1.1 |
Leases - Balance sheet and othe
Leases - Balance sheet and other information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Leases | |||||
Right-of use asset | $ 2,058 | $ 2,058 | $ 2,302 | ||
Lease liability | 2,615 | 2,615 | |||
Lease Expense | |||||
Operating lease expense | 221 | $ 221 | 442 | $ 442 | |
Total Lease Expense | 221 | 221 | 442 | 442 | |
Other Information - Operating Leases | |||||
Operating cash flows paid for amounts included in measurement of lease liabilities | $ 257 | $ 252 | $ 514 | $ 504 | |
Weighted average remaining lease term (in years) | 3 years | 3 years | |||
Weighted average discount rate | 14.60% | 14.60% | |||
Maturity Analysis | |||||
2022 | $ 525 | $ 525 | |||
2023 | 1,060 | 1,060 | |||
2024 | 1,081 | 1,081 | |||
2025 | 546 | 546 | |||
Total | 3,212 | 3,212 | |||
Less: Present value discount | (597) | (597) | |||
Lease Liability | $ 2,615 | $ 2,615 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jul. 16, 2021 USD ($) shares | Nov. 06, 2020 USD ($) D | Oct. 17, 2018 USD ($) D $ / shares | Jun. 30, 2022 USD ($) $ / shares | Dec. 31, 2019 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares | Jul. 01, 2021 USD ($) | Mar. 31, 2020 USD ($) | |
Convertible Notes | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Other Nonoperating Income (Expenses) | $ 6 | $ 34 | |||||||
Notes outstanding | 24,276 | 24,276 | |||||||
Debt, carrying value | $ 25,000 | $ 25,000 | |||||||
2018 Notes | |||||||||
Convertible Notes | |||||||||
Aggregate principal amount | $ 150,000 | ||||||||
Interest rate (as a percent) | 5% | 5% | 5% | ||||||
Net proceeds | $ 145,300 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Initial conversion rate | 139.5771 | ||||||||
Initial conversion price of Common Stock | $ / shares | $ 7.16 | ||||||||
Percentage of stock price trigger for conversion | 130% | ||||||||
Trading days | D | 20 | ||||||||
Consecutive trading days | D | 30 | ||||||||
2019 Notes | |||||||||
Convertible Notes | |||||||||
Debt Conversion, Original Debt, Amount | $ 121,700 | ||||||||
Debt Conversion, Converted Instrument, Amount | 66,900 | ||||||||
Repayments of Convertible Debt | $ 12,100 | ||||||||
Interest rate (as a percent) | 5% | ||||||||
Debt, carrying value | $ 0 | ||||||||
2020 Notes | |||||||||
Convertible Notes | |||||||||
Aggregate principal amount | $ 28,000 | $ 28,000 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 28,000 | $ 28,000 | |||||||
Interest rate (as a percent) | 5% | ||||||||
Percentage of stock price trigger for conversion | 123.08% | ||||||||
Trading days | D | 20 | ||||||||
Consecutive trading days | D | 30 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 8,615,384 |
Common stock (Details)
Common stock (Details) - At-the-market equity offering program - 2021 ATM Program - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Aug. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued (in shares) | 1,006,444 | 1,292,344 | |
Net proceeds from issuance of stock | $ 1.2 | $ 1.8 | |
Common stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Maximum value of common stock allowed to be sold | $ 100 |
Stock-based compensation - Stoc
Stock-based compensation - Stock Options (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Shares | |||
Outstanding at the beginning of the period (in shares) | 16,264,098 | ||
Granted (in shares) | 819,875 | ||
Exercised (in shares) | (76,539) | ||
Forfeited/cancelled (in shares) | (467,924) | ||
Outstanding at the end of the period (in shares) | 16,539,510 | 16,264,098 | |
Vested at the end of the period (in shares) | 9,877,203 | ||
Weighted-average exercise price per share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 3.56 | ||
Granted (in dollars per share) | 1.28 | ||
Exercised (in dollars per share) | 1.20 | ||
Forfeited/cancelled (in dollars per share) | 3.02 | ||
Outstanding at the end of the period (in dollars per share) | 3.47 | $ 3.56 | |
Vested at the end of the period (in dollars per share) | $ 4.27 | ||
Weighted-average remaining contractual term | |||
Outstanding at the end of the period | 6 years 3 months 18 days | 6 years 8 months 12 days | |
Vested at the end of the period | 4 years 8 months 12 days | ||
Aggregate intrinsic value | |||
Outstanding at the beginning of the period (in dollars) | $ 2,601 | ||
Outstanding at the end of the period (in dollars) | 19 | $ 2,601 | |
Vested at the end of the period (in dollars) | $ 2 | ||
Assumptions used to estimate fair value of each stock-based award on the grant date | |||
Risk-free interest rate (as a percent) | 2.82% | 0.66% | |
Volatility (as a percent) | 87% | 95% | |
Dividend yield (as a percent) | 0% | 0% | |
Expected term (years) | 5 years 7 months 6 days | 5 years 9 months 18 days |
Stock-based compensation - Rest
Stock-based compensation - Restricted Stock (Details) - Restricted stock units | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Shares | |
Outstanding at the beginning of the period (in shares) | shares | 2,805,004 |
Granted (in shares) | shares | 241,713 |
Vested (in shares) | shares | (316,218) |
Forfeited/cancelled (in shares) | shares | (128,720) |
Outstanding at the end of the period (in shares) | shares | 2,601,779 |
Weighted-average grant date fair value | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 2.44 |
Granted (in dollars per share) | $ / shares | 1.43 |
Vested (in dollars per share) | $ / shares | 3.16 |
Forfeited/cancelled (in dollars per share) | $ / shares | 2.26 |
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 2.27 |
Stock-based compensation - Empl
Stock-based compensation - Employee Stock Purchase Plan (Details) $ in Thousands | 6 Months Ended | ||
Jun. 21, 2019 item shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | |
Assumptions used to estimate fair value of each stock-based award on the grant date | |||
Proceeds from the issuance of common stock, net | $ 1,820 | ||
Employee Stock purchase plan | |||
Stock-based compensation | |||
Percent of common stock at market price to be purchased | 85% | ||
Number of vesting periods | item | 2 | ||
Vesting period | 6 months | ||
Shares reserved for issuance | shares | 2,000,000 | ||
Assumptions used to estimate fair value of each stock-based award on the grant date | |||
Risk-free interest rate (as a percent) | 0.22% | 0.09% | |
Volatility (as a percent) | 50% | 65% | |
Dividend yield (as a percent) | 0% | 0% | |
Expected term (years) | 6 months | 6 months | |
Issuance of common stock under ESPP | shares | 57,636 | ||
Proceeds from the issuance of common stock, net | $ 100 | ||
Employee Stock purchase plan | Maximum | |||
Assumptions used to estimate fair value of each stock-based award on the grant date | |||
Stock-based compensation expense | $ 100 | $ 100 |
Net loss per share - Potentiall
Net loss per share - Potentially dilutive securities were excluded from the calculation of diluted net loss per share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net loss per share | ||||
Potentially dilutive securities were excluded from the calculation of diluted net loss per share (in shares) | 19,247,858 | 24,140,025 | 19,247,858 | 24,140,025 |
Outstanding stock options | ||||
Net loss per share | ||||
Potentially dilutive securities were excluded from the calculation of diluted net loss per share (in shares) | 16,539,510 | 12,492,625 | 16,539,510 | 12,492,625 |
Restricted stock units | ||||
Net loss per share | ||||
Potentially dilutive securities were excluded from the calculation of diluted net loss per share (in shares) | 2,601,779 | 2,933,455 | 2,601,779 | 2,933,455 |
2018 Notes. | ||||
Net loss per share | ||||
Potentially dilutive securities were excluded from the calculation of diluted net loss per share (in shares) | 41,873 | 41,873 | 41,873 | 41,873 |
2020 Notes. | ||||
Net loss per share | ||||
Potentially dilutive securities were excluded from the calculation of diluted net loss per share (in shares) | 8,615,384 | 8,615,384 | ||
Employee Stock Purchase Plan | ||||
Net loss per share | ||||
Potentially dilutive securities were excluded from the calculation of diluted net loss per share (in shares) | 64,696 | 56,688 | 64,696 | 56,688 |
License, collaboration and co_3
License, collaboration and commercial agreements - Secura (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2020 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) Milestone | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Milestone | Jun. 30, 2021 USD ($) Milestone | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Revenue recognized | $ 500 | $ 2,596 | $ 1,506 | |||
Sale of COPIKTRA license and related assets | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Revenue recognized | 52 | 2,596 | 902 | |||
Transition Services Revenue | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Revenue recognized | 448 | 604 | ||||
License and Collaboration Agreement | Secura | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Upfront payment | $ 70,000 | |||||
Regulatory milestone payments | $ 2,500 | |||||
Milestone payments receivable upon approval of COPIKTRA | 35,000 | |||||
Milestone payments receivable upon approval for commercial sale | 10,000 | |||||
Threshold sales to trigger royalty payments | $ 100,000 | |||||
Percentage of all royalty, milestone and sublicense revenue payments payable | 50% | |||||
Percentage of all royalty and milestone payments payable under certain jurisdictions | 50% | |||||
Term of agreement | 1 year | |||||
Future potential royalties expected to be received | $ 200 | 200 | ||||
Percentage of share on regulatory milestone achieved | 50% | |||||
License and Collaboration Agreement | Secura | Sale of COPIKTRA license and related assets | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Regulatory milestone payments | 2,500 | 800 | 2,500 | 800 | ||
Future potential royalties expected to be received | 100 | 100 | 100 | 100 | ||
Revenue recognized | $ 0 | 100 | 2,600 | $ 900 | ||
Proceeds related to royalties | $ 100 | |||||
Number of regulatory milestone achieved | Milestone | 1 | 1 | ||||
License and Collaboration Agreement | Secura | Transition Services Revenue | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Revenue recognized | $ 400 | $ 600 | ||||
License and Collaboration Agreement | Secura | Sales Exceeds $100 Million | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Sales milestone receivable | $ 10,000 | |||||
Threshold sales to trigger milestone payments | 100,000 | |||||
License and Collaboration Agreement | Secura | Sales Exceeds $200 Million | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Sales milestone receivable | 15,000 | |||||
Threshold sales to trigger milestone payments | 200,000 | |||||
License and Collaboration Agreement | Secura | Sales Exceeds $300 Million | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Sales milestone receivable | 25,000 | |||||
Threshold sales to trigger milestone payments | 300,000 | |||||
License and Collaboration Agreement | Secura | Maximum | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Regulatory milestone payments | 45,000 | |||||
Sales milestone receivable | $ 50,000 | |||||
License and Collaboration Agreement | Sanofi | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Number of regulatory milestone achieved | Milestone | 1 |
License, collaboration and co_4
License, collaboration and commercial agreements - Secura - Contract asset (Details) - License and Collaboration Agreement $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Balance at the beginning of period | $ 170 |
Additions | 96 |
Reclassification to receivable | (66) |
Balance at the end of period | 200 |
Secura | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Balance at the beginning of period | 170 |
Additions | 96 |
Reclassification to receivable | (66) |
Balance at the end of period | $ 200 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income taxes | ||||
Income Tax Expense (Benefit) | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments and contingencies (
Commitments and contingencies (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Commitments and contingencies | |
Other commitments | $ 0 |