Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | SYBX | |
Entity Registrant Name | SYNLOGIC, INC. | |
Entity Central Index Key | 1,527,599 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 16,285,271 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 79,175 | $ 14,586 |
Short-term marketable securities | 17,397 | |
Prepaid expenses and other current assets | 1,656 | 1,477 |
Total current assets | 98,228 | 16,063 |
Property and equipment, net of accumulated depreciation of $2,132 and $810 as of September 30, 2017 and December 31, 2016, respectively | 4,911 | 3,504 |
Restricted cash | 1,097 | 50 |
Other assets | 234 | 422 |
Total assets | 104,470 | 20,039 |
Current liabilities: | ||
Accounts payable | 956 | 988 |
Accrued expenses | 5,519 | 2,296 |
Deferred revenue | 444 | 444 |
Deferred rent | 778 | 255 |
Capital lease obligations | 264 | 203 |
Total current liabilities | 7,961 | 4,186 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 779 | 1,112 |
Deferred rent, net of current portion | 1,061 | |
Capital lease obligations, net of current portion | 165 | 177 |
Total long-term liabilities | 944 | 2,350 |
Commitments and contingencies | ||
Equity | ||
Preferred Shares, $0.001 par value 5,000,000 shares authorized, none issued and outstanding as of September 30, 2017 and none authorized, issued and outstanding as of December 31, 2016 | ||
Common shares, $0.001 par value 250,000,000 and 0 shares authorized as of September 30, 2017 and December 31, 2016. 16,284,885 shares issued and outstanding as of September 30, 2017 and 0 shares issued and outstanding as of December 31, 2016 | 16 | |
Common units, Issued and outstanding 0 and 1,847,616 units as of September 30, 2017 and December 31, 2016, respectively | 592 | |
Additional paid-in capital | 155,508 | |
Accumulated other comprehensive income | (2) | |
Accumulated deficit | (59,957) | (31,248) |
Total equity | 95,565 | 8,503 |
Total liabilities and equity | $ 104,470 | 20,039 |
Contingently Redeemable Class A Preferred Units | ||
Long-term liabilities: | ||
Preferred Units, Value | 5,000 | |
Equity | ||
Preferred Units, Value | 5,000 | |
Class B Preferred Units | ||
Long-term liabilities: | ||
Preferred Units, Value | 13,611 | |
Equity | ||
Preferred Units, Value | 13,611 | |
Class A Preferred Units | ||
Long-term liabilities: | ||
Preferred Units, Value | 25,548 | |
Equity | ||
Preferred Units, Value | $ 25,548 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property and equipment, net of accumulated depreciation | $ 2,132 | $ 810 |
Preferred Shares, par value | $ 0.001 | $ 0.001 |
Preferred Shares, Shares Authorized | 5,000,000 | 0 |
Preferred Shares, Shares Issued | 0 | 0 |
Preferred Shares, Shares Outstanding | 0 | 0 |
Common shares, par value | $ 0.001 | $ 0.001 |
Common shares, authorized | 250,000,000 | 0 |
Common shares, Issued | 16,284,885 | 0 |
Common shares, outstanding | 16,284,885 | 0 |
Common units, Issued | 0 | 1,847,616 |
Common units, outstanding | 0 | 1,847,616 |
Contingently Redeemable Class A Preferred Units | ||
Preferred Units, Units Issued | 0 | 781,693 |
Preferred Units, Units Outstanding | 0 | 781,693 |
Class B Preferred Units | ||
Preferred Units, Units Issued | 0 | 1,029,852 |
Preferred Units, Units Outstanding | 0 | 1,029,852 |
Class A Preferred Units | ||
Preferred Units, Units Issued | 0 | 3,922,028 |
Preferred Units, Units Outstanding | 0 | 3,922,028 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 111 | $ 111 | $ 2,333 | $ 333 |
Operating expenses: | ||||
Research and development | 8,955 | 4,133 | 22,605 | 9,883 |
General and administrative | 3,231 | 1,286 | 8,634 | 4,555 |
Total operating expenses | 12,186 | 5,419 | 31,239 | 14,438 |
Loss from operations | (12,075) | (5,308) | (28,906) | (14,105) |
Other income (expense): | ||||
Interest and investment income | 170 | 3 | 267 | 3 |
Interest expense | (7) | (1) | (22) | (4) |
Other expense | (12) | (19) | ||
Other income (expense), net | 151 | 2 | 226 | (1) |
Net loss | $ (11,924) | $ (5,306) | $ (28,680) | $ (14,106) |
Net loss per share attributable to common shareholders - basic and diluted | $ (1.66) | $ (7.87) | ||
Weighted-average common shares used in computing net loss per share attributable to common shareholders - basic and diluted | 7,169,241 | 3,642,125 | ||
Net loss per unit attributable to common unit holders - basic and diluted | $ (3.33) | $ (9.17) | ||
Weighted-average common units used in computing net loss per unit attributable to common unit holders - basic and diluted | 1,594,265 | 1,538,896 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (11,924) | $ (5,306) | $ (28,680) | $ (14,106) |
Other comprehensive loss: | ||||
Net unrealized losses on marketable securities | (2) | (2) | ||
Other comprehensive loss | (2) | (2) | ||
Comprehensive loss | $ (11,926) | $ (5,306) | $ (28,682) | $ (14,106) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (28,680) | $ (14,106) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,324 | 489 |
Loss on disposal of assets | 5 | 4 |
Equity-based compensation expense | 1,478 | 226 |
Common shares issued for license acquisition | 1,750 | |
Accretion/amortization of investment securities | 5 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (179) | (695) |
Accounts payable and accrued expenses | 2,946 | 571 |
Deferred revenue | (333) | (333) |
Deferred rent | (538) | 77 |
Other assets | 188 | (67) |
Net cash used in operating activities | (22,034) | (13,834) |
Cash flows from investing activities: | ||
Net assets acquired in reverse merger, net of transaction costs | 40,690 | |
Purchases of marketable securities | (22,855) | |
Proceeds from maturity of marketable securities | 5,450 | |
Changes in restricted cash | (1,047) | |
Proceeds from sale of property and equipment | 11 | 8 |
Purchases of property and equipment | (2,531) | (1,746) |
Net cash used in investing activities | 19,718 | (1,738) |
Cash flows from financing activities: | ||
Payments on capital lease obligations | (176) | (49) |
Proceeds from sale of preferred shares, net of issuance costs | 40,433 | |
Proceeds from sale of preferred units, net of issuance costs | 26,648 | 30,938 |
Net cash provided by financing activities | 66,905 | 30,889 |
Net increase in cash | 64,589 | 15,317 |
Cash at beginning of period | 14,586 | 6,179 |
Cash at end of period | 79,175 | 21,496 |
Supplemental disclosure of non-cash investing activities: | ||
Landlord funded allowance for tenant improvements | 1,295 | |
Transaction costs from reverse merger in accounts payable and accrued expenses | 255 | |
Adjustment for property and equipment purchases included in accounts payable and accrued expenses | (9) | (14) |
Supplemental disclosure of non-cash financing activities: | ||
Cash paid for interest | 22 | 4 |
Purchase under capital lease | $ 225 | |
Issuance costs from sale of preferred shares in accounts payable and accrued expenses | $ 100 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | (1) Nature of Business Organization Synlogic, Inc., together with its wholly owned and consolidated subsidiaries (“Synlogic” or the “Company”) is a clinical-stage biopharmaceutical company focused on advancing its drug discovery and development platform for Synthetic Biotic™ medicines, which are designed using synthetic biology to genetically reprogram beneficial microbes to treat metabolic and inflammatory diseases and cancer. Synthetic Biotic medicines are generated from Synlogic’ s proprietary drug discovery and development platform. Synlogic applies the principles and tools of synthetic biology to engineer beneficial, probiotic bacteria to perform or deliver critical therapeutic functions, compensating for missing or damaged pathways in patients with these serious diseases. As living medicines, Synthetic Biotic medicines are designed to sense a local disease context within a patient’s body and respond by metabolizing toxic substances or delivering combinations of therapeutic factors. Synlogic, Inc. (“Private Synlogic” when referred to prior to the Merger (as defined below)) was founded and began operations on March 14, 2014, as TMC Therapeutic, Inc., located in Cambridge, Massachusetts. On July 15, 2014, TMC Therapeutics, Inc. changed its name to Synlogic, Inc. On July 2, 2015, the common and preferred shareholders of Private Synlogic executed the Synlogic, LLC Contribution Agreement (the “Contribution Agreement”), pursuant to which such common and preferred shareholders contributed such shareholders’ equity interests in Private Synlogic in exchange for common and preferred units in a newly formed parent company named Synlogic, LLC. In addition, Synlogic IBDCo, Inc. (“IBDCo”) was formed as a subsidiary of Synlogic, LLC (“2015 Reorganization”). In conjunction with the 2015 Reorganization, Private Synlogic entered into a license, option and merger agreement with AbbVie S.à.r.l. (“AbbVie”), for the development of treatments for inflammatory bowel disease (“IBD”) (Note 11). In May 2017, Private Synlogic completed the 2017 Reorganization pursuant to which Synlogic, LLC merged with and into Private Synlogic, with Private Synlogic continuing as the surviving corporation. Pursuant to the 2017 Reorganization, the common units and preferred units of Synlogic, LLC, together consisting of Class A Preferred Units, Contingently Redeemable Class A Preferred Units and Class B Preferred Units, were exchanged for common stock and preferred stock of Private Synlogic, respectively. Additionally, Private Synlogic issued equity awards under the 2017 Plan to replace the canceled incentive units pursuant to the termination of the Synlogic, LLC 2015 Equity Incentive Plan (“2015 LLC Plan”) (Note 10). On August 28, 2017, Synlogic, Inc., formerly known as Mirna Therapeutics, Inc. (NASDAQ: MIRN) (“Mirna”), completed its business combination with Private Synlogic in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of May 15, 2017, by and among Mirna, Meerkat Merger Sub, Inc. (“Merger Sub”), and Private Synlogic (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Private Synlogic, with Private Synlogic surviving as a wholly owned subsidiary of Mirna (the “Merger”). On August 25, 2017, in connection with, and prior to the completion of, the Merger, Mirna effected a 1:7 reverse stock split of its common stock (the “Reverse Stock Split”), and on August 28, 2017, immediately after completion of the Merger, Mirna changed its name to “Synlogic, Inc.” (NASDAQ: SYBX) (Note 3). The Company operates in one operating segment: the discovery and development of Synthetic Biotic medicines. The Company’s chief executive officer, as chief operating decision maker, manages and allocates resources to the operations of the Company on a total company basis. Since incorporation, the Company has devoted substantially all of its efforts to the research and development of its product candidates. Risks and Uncertainties At September 30, 2017, the Company had approximately $96.6 million in cash, cash equivalents, and marketable securities, approximately $1.1 million of restricted cash and an accumulated deficit of approximately $60.0 million. Since its inception through September 30, 2017, the Company has primarily financed its operations through the issuance of preferred stock, the AbbVie collaboration, and the Merger. In the absence of positive cash flows from operations, the Company is highly dependent on its ability to find additional sources of funding in the form of debt or equity financing. The Company secured new funding from the sale of Series C convertible preferred stock in May 2017, generating approximately $40.4 million in net proceeds. Additionally, the Company received approximately $40.4 million in net proceeds from the Merger. As a result of the Merger proceeds, the proceeds from the Series C financing in May 2017 and the Series B financing in February 2017, management believes that the Company has sufficient cash to fund its operations through at least twelve months from the issuance of these financial statements. As an early-stage company, the Company is subject to a number of risks common to other life science companies, including, but not limited to, raising additional capital, development by its competitors of new technological innovations, risk of failure in preclinical and clinical studies, safety and efficacy of its product candidates in clinical trials, the risk of relying on external parties such as contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”), the regulatory approval process, market acceptance of the Company’s products once approved, lack of marketing and sales history, dependence on key personnel and protection of proprietary technology. The Company’s therapeutic programs are currently pre-commercial, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying consolidated financial statements and the related disclosures as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016 are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.”) (“U.S. GAAP” or “GAAP”) and the rules and regulations of the Securities Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim consolidated financial statements should be read in conjunction with the Company’s 2016 and 2015 audited consolidated financial statements and notes included in the Company’s Current Report on Form 8-K/A (b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of Synlogic and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. (c) Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. On an on-going (d) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk include amounts held as cash, cash equivalents, marketable securities and restricted cash. The Company uses high quality, accredited financial institutions to maintain its balances, and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has no financial instruments with off-balance (e) Fair Value The Company records money market funds at fair value. ASC Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). The hierarchy consists of three levels: • Level 1 – Utilize observable inputs such as quoted prices in active markets for identical assets or liabilities; • Level 2 – Utilize data points that are either directly or indirectly observable, such as quoted prices, interest rates and yield curves; • Level 3 – Utilize unobservable data points in which there is little or no market data, which require the Company to develop its own assumptions for the asset or liability (f) Available-for-Sale The Company classifies all short-term investments with an original maturity when purchased of greater than three months as available-for-sale. Available-for-sale available-for-sale The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale (g) Recently Issued Accounting Pronouncements The recently issued accounting pronouncements described in the Company’s consolidated financial statements as of and for the year ended December 31, 2016, and the notes thereto included in the Company’s Current Report on Form 8-K/A In May 2014, the FASB issued ASU 2014-09—Revenue In March 2016, the FASB issued ASU 2016-09—Compensation—Stock 2016-09”). 2016-09 2016-09 In January 2017, the FASB issued ASU 2017-01, 2017-01”), 2017-01 |
Merger with Mirna Therapeutics
Merger with Mirna Therapeutics | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Merger with Mirna Therapeutics | (3) Merger with Mirna Therapeutics On August 28, 2017, Private Synlogic completed the Merger with Mirna as discussed in Note 1. For accounting purposes, Private Synlogic is considered to have acquired Mirna in the Merger. Private Synlogic was determined to be the accounting acquirer based upon the terms of the Merger and other factors including: (i) Private Synlogic shareholders own approximately 83% of the combined company immediately following the closing of the Merger, (ii) Private Synlogic directors hold five of the seven board seats in the combined company, and (iii) Private Synlogic management holds all key positions in the management of the combined company. The Merger was accounted for as an asset acquisition rather than a business combination because the assets acquired and liabilities assumed by the Company do not meet the definition of a business as defined by ASU 2017-01. Under the terms of the Merger Agreement, Mirna issued shares of its common stock to Private Synlogic’s stockholders, at an exchange ratio of 0.5532 shares of Mirna’s common stock, after taking into account the Reverse Stock Split, for each share of Private Synlogic common stock and preferred stock outstanding immediately prior to the Merger(“Merger Exchange Ratio”). The Merger Exchange Ratio was determined through arms’-length negotiations between Mirna and Private Synlogic. Mirna assumed all of the stock options outstanding under the Synlogic 2017 Stock Incentive Plan (“2017 Plan”), with such stock options henceforth representing the right to purchase a number of shares of Mirna’s common stock equal to 0.5532 multiplied by the number of shares of Private Synlogic common stock previously represented by such options. Mirna also assumed the 2017 Plan. The consolidated financial statements give retroactive effect to the Merger Exchange Ratio for all periods presented. Immediately after the Merger, there were 16,282,496 shares of the Company’s common stock outstanding. At this time, the former stockholders and optionholders of Private Synlogic owned, or held rights to acquire, approximately 82.4% of the fully-diluted common stock of the Company, which for these purposes is defined as the outstanding common stock of the Company, plus “in the money” options, assuming that all “in the money” options of the Company outstanding immediately prior to the Merger were exercised on a cashless basis immediately prior to the closing of the Merger (the “Fully-Diluted Common Stock of the Company”), with Mirna’s stockholders and optionholders immediately prior to the Merger owning approximately 17.6% of the Fully-Diluted Common Stock of the Company. On the Merger Closing Date, the Company had approximately 20.9 million shares of common stock outstanding and a market capitalization of approximately $35 million. The estimated fair value of the net assets of Mirna on August 28, 2017 was approximately $42.6 million. The fair value of the Company’s common stock on the Merger Closing Date was below the fair value of Mirna’s net assets. As Mirna’s net assets were predominantly comprised of cash, cash equivalents and marketable securities, partially offset by current liabilities, the fair value of Mirna’s net assets as of the Merger Closing Date is considered to be the best indicator of the fair value and, therefore, the estimated preliminary purchase consideration. All of Mirna’s assets and liabilities were reflected at their fair value on the Merger Closing Date. No goodwill or intangible assets were recognized. Consistent with accounting for an asset acquisition, the Company capitalized the costs associated with the Merger. Transaction costs primarily included bank fees and professional fees associated with legal counsel, auditors and printers. The following table shows the net assets acquired in the Merger (in thousands): August 28, 2017 Cash and cash equivalents $ 14,882 Marketable securities 27,600 Interest receivable 126 Prepaid assets 112 Unrealized loss on marketable securities 5 Accounts payable and accrued expenses (105 ) Total net assets acquired 42,620 Less: Transaction costs (2,187 ) Total net assets acquired less transaction costs $ 40,433 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | (4) Fair Value of Financial Instruments The table below presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2017 and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value, as described under Note 2 , Summary of Significant Accounting Policies The Company’s investment portfolio includes many fixed income securities that do not always trade on a daily basis. As a result, the pricing services used by the Company applied other available information as applicable through processes such as benchmark yields, benchmarking of like securities, sector groupings and matrix pricing to prepare evaluations. In addition, model processes were used to assess interest rate impact and develop prepayment scenarios. These models take into consideration relevant credit information, perceived market movements, sector news and economic events. The inputs into these models may include benchmark yields, reported trades, broker-dealer quotes, issuer spreads and other relevant data. The Company has classified assets measured at fair value on a recurring basis as follows (in thousands): Fair Value Measurements at Reporting Date Using September 30, Quoted Prices in Significant Significant Description 2017 (Level 1) (Level 2) (Level 3) Money market funds (included in cash and cash equivalents) $ 38,633 $ 38,633 $ — $ — U.S. government-sponsored securities 400 — 400 — U.S. Treasury securities 16,997 16,997 — — Total $ 56,030 $ 55,630 $ 400 $ — Cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses at September 30, 2017 and December 31, 2016 are carried at amounts that approximate fair value due to their short-term maturities. Capital lease obligations at September 30, 2017 and December 31, 2016 approximate fair value as they bear interest at a rate approximating a market interest rate. |
Available-for-Sale Investments
Available-for-Sale Investments | 9 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-Sale Investments | (5) Available-for-Sale The following table summarizes the available-for-sale September 30, 2017 Amortized Gross Gross Fair U.S. government-sponsored securities $ 400 $ — $ — $ 400 U.S. Treasury securities 16,999 — (2 ) 16,997 Total $ 17,399 $ — $ (2 ) $ 17,397 The Company did not have any available-for-sale The contractual maturity of all securities held at September 30, 2017 was one year or less. There were five investments in an unrealized loss position at September 30, 2017, none of which had been in an unrealized loss position for more than twelve months. The aggregate fair value of the securities in an unrealized loss position was approximately $17.4 million. The Company reviews its investments for other-than-temporary impairment whenever the fair value of an investment is less than amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. The Company did not hold any securities with an other-than-temporary impairment at September 30, 2017. Gross realized gains and losses on the sales of investments have not been material to the Company’s consolidated statement of operations. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2017 | |
Text Block [Abstract] | |
Prepaid Expenses and Other Current Assets | (6) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consists of the following (in thousands): September 30, December 31, 2017 2016 Prepaid insurance $ 539 $ 71 Prepaid research and development 644 1,163 Other prepaid 279 212 Other current assets 194 31 $ 1,656 $ 1,477 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | (7) Accrued Expenses Accrued expenses consists of the following (in thousands): September 30, December 31, 2017 2016 Payroll related $ 1,282 $ 1,341 Professional fees 923 522 Research and development 2,874 273 Other 440 160 $ 5,519 $ 2,296 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Common Stock | (8) Common Stock The Company’s common stock has the following characteristics: • The holders of shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. • The holders of shares of common stock are entitled to receive dividends, if and when, declared by the Company’s board of directors. Since inception, no cash dividends have been declared. The Company holds repurchase options relating to 1,217,040 of these shares, at a price equal to the initial purchase price by the founder, adjusted by the Merger Exchange Ratio. The repurchase option is exercisable should the founder cease providing services to the Company prior to the end of a four-year period beginning in April 2014. As of September 30, 2017, the Company has exercised its repurchase option on 41,819 shares of common stock as services by one of the founders had ceased. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Preferred Stock | (9) Preferred Stock Prior to the Merger, the Company had contingently redeemable preferred stock and three series of convertible preferred stock. On the Merger Closing Date, Mirna issued shares of its common stock to holders of these shares, at an exchange rate of 0.5532 shares of common stock, after taking into account the Reverse Stock Split, in exchange for each share of preferred stock outstanding immediately prior to the Merger. |
Equity-based Compensation and E
Equity-based Compensation and Equity Incentive Plans | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-based Compensation and Equity Incentive Plans | (10) Equity-based (a) Equity Compensation Equity compensation during the three and nine months ended September 30, 2017 and 2016 is derived from restricted stock awards and stock options issued under the 2017 Plan, the Synlogic, Inc. 2015 Stock Incentive Plan (“2015 Plan”), from incentive units issued under the 2015 LLC Plan and from a restricted common unit grant. The Company has recorded total equity-based The Company is displaying all equity associated with the 2017 Plan in its post-Merger amounts, as impacted by the exchange ratio. The following table summarizes equity-based Three months ended Nine Months ended 2017 2016 2017 2016 Research and development $ 380 $ 29 $ 883 $ 83 General and administrative 301 44 595 143 $ 681 $ 73 $ 1,478 $ 226 The following table summarizes equity-based Three months ended Nine months ended 2017 2016 2017 2016 Stock options $ 508 $ — $ 992 $ — Restricted stock awards 173 — 298 — Incentive units — $ 39 132 125 Restricted common units — 34 56 101 $ 681 $ 73 $ 1,478 $ 226 (b) Awards Issued Under the Synlogic, LLC 2015 Equity Incentive Plan (i) Incentive Units In October 2015, Private Synlogic’s Board of Directors adopted the 2015 LLC Plan, which provided for the grant of equity incentive units to employees, officers, directors or consultants. The awards generally vested 25% after one year and ratably monthly thereafter over the next 36 months. Certain awards provided for accelerated vesting upon a change in control, as defined in the 2015 LLC Plan. Incentive units did not expire. Holders of incentive units had no voting rights in connection with such incentive units. Each incentive unit was intended to be a profits interest within the meaning of IRS regulations. Each incentive unit had a threshold price, which was the price above which an incentive unit would participate in distributions. In this way, an incentive unit was designed to participate in the future profits and appreciation of Private Synlogic. Holders of incentive units would have been entitled to receive profits when and if distributions were in excess of the threshold price of the award set by the Board of Directors on the date of grant. Private Synlogic measured and recorded the value of incentive units granted to non-employees No incentive units were issued during the three and nine months ended September 30, 2017 and 122,536 and 255,672 incentive units were issued during the three and nine months ended September 30, 2016, respectively. In May 2017, all incentive units were cancelled pursuant to the 2017 Reorganization and reissued as restricted common stock. As a result, there was no unrecognized compensation expense related to incentive units as of September 30, 2017. The following table represents a summary of incentive unit activity, as adjusted for the Merger, under the 2015 LLC Plan: Incentive units Weighted- Weighted- Weighted- average average average Number of strike threshold grant date units price price fair value Non-vested 971,906 $ 5.22 $ 5.93 $ 1.01 Granted — — — — Vested (73,719 ) 4.01 5.53 0.87 Forfeited (260,145 ) 4.19 5.57 1.05 Non-vested (638,042 ) 5.78 6.15 1.05 Non-vested — $ — $ — $ — Vested or expected to vest at September 30, 2017 — $ — $ — $ — (ii) Restricted Common Units No restricted common unit awards were issued during the three and nine months ended September 30, 2017 and 2016. During the three and nine months ended September 30, 2017, 0 and 68,280 units, respectively, vested and approximately $0 and $0.1 million, respectively, in equity compensation was recognized. During the three and nine months ended September 30, 2016, 40,968 units and 218,497 units vested, respectively, and approximately $34,000 and approximately $0.1 million, respectively, in equity-based compensation was recognized. In May 2017, the restricted common unit award was cancelled pursuant to the 2017 Reorganization and reissued as restricted common stock. As a result, there was no unrecognized compensation expense related to unvested restricted common units as of September 30, 2017. (c) Awards Issued Under the Synlogic, Inc. 2017 Stock Incentive Plan and Synlogic, Inc. 2015 Stock Incentive Plan In May 2017, Private Synlogic adopted the 2017 Plan which provided for the grant of incentive stock options, non-qualified The 2015 Equity Incentive Award Plan (“2015 Plan”) was adopted by the Company in 2015 and remained active after the Merger, and now functions as an active plan for the Company. The 2015 Plan provides for the granting of a variety of stock-based stock-based (i) Stock Options During the three and nine months ended September 30, 2017, 194,260 and 843,965 stock options, respectively, were granted to employees and consultants. There were no stock options granted during the three and nine months ended September 30, 2016. The weighted average assumptions used in the Black-Scholes option-pricing model for awards issued under the 2015 Plan and the 2017 Plan during both the three and nine months ended September 30, 2017 were: Three months ended September 30, Nine months ended September 30, Employee Nonemployee Employee Nonemployee Expected term 6.2 years 0.2 - 1.6 years 6.1 years 0.2 - 1.6 years Weighted-average, risk-free interest rate 2.1 % 1.0 % 2.0 % 1.1 % Expected volatility 70.2 % 63.9 % 70.1 % 65.3 % Dividend yield — — — — The following table summarizes stock option activity, as adjusted for the Merger Exchange Ratio under the 2015 Plan and the 2017 Plan. Stock options outstanding Weighted Weighted average Aggregate average remaining Intrinsic Number of exercise contractual value options price term (in thousands) Outstanding at December 31, 2016 — $ — — $ — Options granted upon 2017 Reorganization 295,289 13.53 5.7 1,621 Granted 548,676 15.25 6.2 2,069 Exercised — — — — Forfeited (2,455 ) 13.53 6.1 (14 ) Outstanding at September 30, 2017 841,510 $ 3,676 Vested or expected to vest at September 30, 2017 841,510 14.65 6.0 $ 3,676 Exercisable at September 30, 2017 109,745 13.57 5.4 $ 598 During the three and nine months ended September 30, 2017, approximately $0.5 million and $1.0 million in equity compensation was recognized related to stock options related to employees, respectively. The weighted average grant date fair value per share of options granted to employees during the three and nine months ended September 30, 2017 was approximately $11.89 and $12.58, respectively. The grant date fair value of the options awarded to employees during the three and nine months ended September 30, 2017 was approximately $2.3 million and $7.5 million, respectively. No options were exercised during the three and nine months ended September 30, 2017. As of September 30, 2017, there was approximately $6.8 million of unrecognized share-based compensation related to employees for unvested stock option grants which is expected to be recognized over a weighted average period of 6.2 years. The total unrecognized share-based compensation cost will be adjusted for actual forfeitures as they occur. In addition, there was approximately $0.2 million of unrecognized share-based compensation, related to unvested stock option grants to non-employees non-employees (ii) Restricted Common Stock During the three and nine months ended September 30, 2017, 2,884 and 1,062,795 shares of common stock, respectively were granted. As part of the 2017 Reorganization in May 2017, 1,059,911 shares of restricted common stock (adjusted for the merger exchange) were granted in exchange for the restricted common units that were cancelled as part of the 2017 Reorganization. These shares retained the same vesting schedule as the cancelled units. Private Synlogic treated these as modifications to the original grants of incentive units because the cancellation and reissuance was deemed to be concurrent. The calculation of the incremental compensation expense was based on the excess of the fair value of the award measured immediately before and after the modification. As a result of the modification, Private Synlogic recognized approximately $26,000 in equity-based compensation. No restricted common stock was granted during the three and nine months ended September 30, 2016. The following table shows restricted stock activity: Restricted stock awards Grant date Number of fair value shares (per share) Unvested at December 31, 2016 — $ — Awards exchanged upon 2017 Reorganization 1,059,911 13.35 Granted 2,884 19.01 Vested (604,505 ) 9.38 Forfeited (3,457 ) 13.53 Unvested at September 30, 2017 454,833 $ 13.56 During the three months ended September 30, 2017, 88,840 shares of restricted stock vested and approximately $0.2 million in equity compensation was recognized. During the nine months ended September 30, 2017, 604,505 shares of restricted stock vested, of which 501,231 shares were vested at the time of grant and 103,274 shares represent continued vesting of the grants and $0.3 million in equity compensation was recognized. During both the three and nine months ended September 30, 2016, no restricted stock vested and no equity-based compensation was recognized associated with restricted stock awards. As of September 30, 2017, there was approximately $0.7 million of unrecognized share-based compensation related to restricted stock awards granted to employees, which is expected to be recognized over a weighted average period of 2.4 years. The total unrecognized share-based compensation cost will be adjusted for actual forfeitures as they occur. In addition, there was approximately $0.3 million of unrecognized share-based compensation, related to unvested restricted stock awards granted to non-employees |
Significant Agreements
Significant Agreements | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Agreements | (11) Significant Agreements (a) AbbVie Collaboration Agreement In July 2015, the Company entered into an Agreement and Plan of Merger (“the Agreement”) with AbbVie under which the Company granted an exclusive option to AbbVie to purchase IBDCo and agreed to collaborate in researching and developing an Investigatory New Drug (“IND”) candidate for the treatment of IBD. In exchange for the exclusive option to acquire IBDCo, initial research and development services, ongoing patent defense, and participation on the joint steering committee (“JSC”), AbbVie agreed to pay IBDCo an upfront, nonrefundable cash payment of $2.0 million, which IBDCo received in December 2015. AbbVie also agreed to pay IBDCo up to $16.5 million in development milestone payments, all of which were considered substantive, as well as an option exercise fee upon the execution of their option to buy IBDCo. In May 2017, the Company achieved the first development milestone under the Agreement for consideration of $2.0 million. The agreement also provides for royalty payments and payments upon the achievement of certain clinical, regulatory and commercial milestones. The Agreement sets forth the Company’s and AbbVie’s respective obligations for development and delivery of an IND candidate package using reasonable commercial efforts. The JSC will make a determination as to the continuation of the collaboration at the achievement of the milestones. At the inception of the Agreement, the Company identified the following deliverables: (i) an exclusive option to purchase IBDCo, (ii) research and development services and ongoing patent defense, and (iii) participation on the JSC. The Company also identified contingent deliverables related to four research and development milestones, delivery of an IND candidate package milestone, and transfer of ownership of IBDCo upon exercise of the option to buy IBDCo. The contingent deliverables have been excluded from the initial allocation and will be treated as a separate unit of accounting when and if delivered. The Company concluded that none of the three deliverables identified at the inception of the Agreement has stand-alone As of September 30, 2017, the only consideration that is fixed and determinable is the nonrefundable upfront payment of $2.0 million. The consideration relates to the three identified deliverables that comprise the single unit of accounting, which will be recognized over the period of performance. The period of performance will be through the option period, which is closely tied to the completion of the research and development collaboration with AbbVie, and has been estimated to be 54 months. The Company will periodically review and, if necessary, revise the estimated period of performance. During the three and nine months ended September 30, 2017, the Company recognized approximately $0.1 million and approximately $2.3 million, respectively, in revenue associated with the Agreement. During the three and nine months ended September 30, 2016, the Company recognized approximately $0.1 million and approximately $0.3 million, respectively, in revenue associated with the Agreement. As of September 30, 2017, there was approximately $1.2 million of deferred revenue related to the Agreement, which is classified as current or noncurrent in the consolidated balance sheets based on the Company’s estimate of revenue that will be recognized within the next twelve months. All costs associated with the collaboration agreement will be recorded in research and development expense in the consolidated statements of operations and comprehensive loss in the period incurred. (b) License Agreement with the Massachusetts Institute of Technology and Boston University In April 2017, the Company exercised an option associated with the October 2014 agreement with Boston University and the Massachusetts Institute of Technology to acquire a license for certain intellectual property in exchange for $50,000. The execution of this option triggered an equity award for the issuance of 325,377 common units, which were converted to 325,377 common shares upon the 2017 Reorganization and converted to 179,999 common shares during the Merger. The Company recognized license fees of approximately $1.8 million upon issuance of the common units associated with the equity award. Additionally, the Company was required to pay approximately $0.3 million for prior patent costs incurred in connection with the option agreement. The Company recorded these amounts, including the fair value of the common stock issued to the licensors as research and development expense, as the licenses do not have future alternative use, in accordance with ASC Topic 730, Research and Development. |
Net Loss per Share_Unit
Net Loss per Share/Unit | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Share/Unit | (12) Net Loss per Share/Unit Basic net loss per share/unit is computed using the weighted-average number of common shares/units outstanding during the period. Diluted net loss per share/unit is computed using the sum of the weighted-average number of common shares/units outstanding during the period and if dilutive, the weighted-average number of potential common shares/units, including unvested restricted common shares/units and outstanding stock options. The Company computed basic and diluted net loss per share/unit using the two-class two-class As the 2017 Reorganization resulted in a one for one conversion of preferred units for preferred shares and common units for common stock, the conversion was not substantive for the purposes of this calculation and the weighted average was calculated as if outstanding equity was outstanding from the beginning of the period presented. Additionally, on the Merger Closing Date, the Company issued shares of its common stock to Private Synlogic shareholders, at the Merger Exchange Ratio of 0.5532 shares of common stock, after taking into account the Reverse Stock Split, in exchange for each share of Private Synlogic preferred and common stock outstanding immediately prior to the Merger. The Merger Exchange Ratio was calculated by a formula pursuant to the Merger Agreement. For the purposes of calculating net loss per share, the Merger Exchange Ratio was applied retroactively to all periods presented. The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders/unit holders (in thousands, except for share/unit and per share/unit amounts): Three months ended Nine months ended 2017 2016 2017 2016 Numerator: Net loss attributable to common shareholders $ (11,924 ) $ (28,680 ) $ — Denominator: Weighted-average common shares outstanding - basic and diluted 7,169,241 — 3,642,125 — Net loss per share attributable to common shareholders - basic and diluted $ (1.66 ) $ — $ (7.87 ) $ — Numerator: Net loss attributable to common unit holders $ — $ (5,306 ) $ — $ (14,106 ) Denominator: Weighted-average common units outstanding - basic and diluted — 1,594,265 — 1,538,896 Net loss per unit attributable to common unit holders - basic and diluted $ — $ (3.33 ) $ — $ (9.17 ) The Company’s potentially dilutive shares/units, which include outstanding stock options and unvested restricted common stock/units, are considered to be common share/unit equivalents and are only included in the calculation of diluted net loss per share/unit when their effect is dilutive. The following potential common shares/units, presented based on amounts outstanding at each period end, were excluded from the calculation of the diluted net loss per share/unit attributable to common shareholders/unit holders for the period indicated because including them would have had an anti-dilutive effect. As of September 30, 2017 2016 Unvested restricted common unit awards — 436,977 Unvested restricted common stock awards 454,833 — Outstanding options to purchase common stock 841,510 — |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (13) Commitments and Contingencies In the ordinary course of business, the Company may be subject to legal proceedings, claims and litigation as the Company operates in an industry susceptible to patent legal claims. The Company accounts for estimated losses with respect to legal proceedings and claims when such losses are probable and estimable. Legal costs associated with these matters are expensed when incurred. The Company is not currently a party to any material legal proceedings. In July 2017, the Company entered into an agreement to lease approximately 41,346 square feet of laboratory and office space in Cambridge, Massachusetts. Annual rent is approximately $3.1 million. The ten-year In July 2017, the Company entered into an agreement to terminate its existing lease of laboratory and office space in Cambridge, Massachusetts at a date that is 30 days after the commencement of its new lease. No penalties are associated with the termination of the lease. As a result of the agreement to terminate its lease, the Company revised its estimate of the remaining amortization period of the deferred rent and its estimate of the remaining useful life our leasehold improvements associated with the 200 Sidney Street facility from 63 months to seven months. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | (14) Related-Party Transactions During the nine months ended September 30, 2017, the Company received repayment of the loan to its chief executive officer of approximately $0.2 million. The loan was repaid in June 2017, including interest which accrued at a rate of 0.6%. The Company contracted services from one of its principal investors for the Company’s former chief medical officer who was employed by the principal investor, as well as employed to support separate portfolio companies of the investor. The Company made no payments during the three and nine months ended September 30, 2017 and paid approximately $39,000 and $136,000 related to reimbursement for a portion of the salary of the former chief medical officer for the three and nine months ended September 30, 2016, respectively. The Company contracted the services of The Orphan Group which specializes in supporting biotechnology companies in developing therapeutics toward diseases of high unmet medical needs in rare disorders. The Orphan Group is owned by the Company’s former chief operating officer. The Company made no payments to the Orphan Group during the three and nine months ended September 30, 2017 and paid $0 and approximately $13,000 for contracted services during the three and nine months ended September 30, 2016, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | (15) Subsequent Events On October 13, 2017 the Company entered into a sales agreement with Cowen and Company, LLC (“Cowen”) with respect to an at-the-market |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying consolidated financial statements and the related disclosures as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016 are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.”) (“U.S. GAAP” or “GAAP”) and the rules and regulations of the Securities Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These interim consolidated financial statements should be read in conjunction with the Company’s 2016 and 2015 audited consolidated financial statements and notes included in the Company’s Current Report on Form 8-K/A |
Principles of Consolidation | (b) Principles of Consolidation The accompanying consolidated financial statements include the accounts of Synlogic and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | (c) Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. On an on-going |
Concentration of Credit Risk | (d) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk include amounts held as cash, cash equivalents, marketable securities and restricted cash. The Company uses high quality, accredited financial institutions to maintain its balances, and accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has no financial instruments with off-balance |
Fair Value | (e) Fair Value The Company records money market funds at fair value. ASC Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). The hierarchy consists of three levels: • Level 1 – Utilize observable inputs such as quoted prices in active markets for identical assets or liabilities; • Level 2 – Utilize data points that are either directly or indirectly observable, such as quoted prices, interest rates and yield curves; • Level 3 – Utilize unobservable data points in which there is little or no market data, which require the Company to develop its own assumptions for the asset or liability |
Available-for-Sale Securities | (f) Available-for-Sale The Company classifies all short-term investments with an original maturity when purchased of greater than three months as available-for-sale. Available-for-sale available-for-sale The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale |
Recently Issued Accounting Pronouncements | (g) Recently Issued Accounting Pronouncements The recently issued accounting pronouncements described in the Company’s consolidated financial statements as of and for the year ended December 31, 2016, and the notes thereto included in the Company’s Current Report on Form 8-K/A In May 2014, the FASB issued ASU 2014-09—Revenue In March 2016, the FASB issued ASU 2016-09—Compensation—Stock 2016-09”). 2016-09 2016-09 In January 2017, the FASB issued ASU 2017-01, 2017-01”), 2017-01 |
Merger with Mirna Therapeutics
Merger with Mirna Therapeutics (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Net Assets Acquired in the Merger | The following table shows the net assets acquired in the Merger (in thousands): August 28, 2017 Cash and cash equivalents $ 14,882 Marketable securities 27,600 Interest receivable 126 Prepaid assets 112 Unrealized loss on marketable securities 5 Accounts payable and accrued expenses (105 ) Total net assets acquired 42,620 Less: Transaction costs (2,187 ) Total net assets acquired less transaction costs $ 40,433 |
Fair Value of Financial Instr24
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Company's Classified Assets Measured at Fair Value on Recurring Basis | The Company has classified assets measured at fair value on a recurring basis as follows (in thousands): Fair Value Measurements at Reporting Date Using September 30, Quoted Prices in Significant Significant Description 2017 (Level 1) (Level 2) (Level 3) Money market funds (included in cash and cash equivalents) $ 38,633 $ 38,633 $ — $ — U.S. government-sponsored securities 400 — 400 — U.S. Treasury securities 16,997 16,997 — — Total $ 56,030 $ 55,630 $ 400 $ — |
Available-for-Sale Investments
Available-for-Sale Investments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available-for-Sale Securities Held | The following table summarizes the available-for-sale September 30, 2017 Amortized Gross Gross Fair U.S. government-sponsored securities $ 400 $ — $ — $ 400 U.S. Treasury securities 16,999 — (2 ) 16,997 Total $ 17,399 $ — $ (2 ) $ 17,397 |
Prepaid Expenses and Other Cu26
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Text Block [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consists of the following (in thousands): September 30, December 31, 2017 2016 Prepaid insurance $ 539 $ 71 Prepaid research and development 644 1,163 Other prepaid 279 212 Other current assets 194 31 $ 1,656 $ 1,477 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consists of the following (in thousands): September 30, December 31, 2017 2016 Payroll related $ 1,282 $ 1,341 Professional fees 923 522 Research and development 2,874 273 Other 440 160 $ 5,519 $ 2,296 |
Equity-based Compensation and28
Equity-based Compensation and Equity Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Equity-based Compensation Expenses | The following table summarizes equity-based Three months ended Nine Months ended 2017 2016 2017 2016 Research and development $ 380 $ 29 $ 883 $ 83 General and administrative 301 44 595 143 $ 681 $ 73 $ 1,478 $ 226 |
Schedule of Equity-based Compensation Expenses by Award Type | The following table summarizes equity-based Three months ended Nine months ended 2017 2016 2017 2016 Stock options $ 508 $ — $ 992 $ — Restricted stock awards 173 — 298 — Incentive units — $ 39 132 125 Restricted common units — 34 56 101 $ 681 $ 73 $ 1,478 $ 226 |
Schedule of Restricted Stock Activity | The following table shows restricted stock activity: Restricted stock awards Grant date Number of fair value shares (per share) Unvested at December 31, 2016 — $ — Awards exchanged upon 2017 Reorganization 1,059,911 13.35 Granted 2,884 19.01 Vested (604,505 ) 9.38 Forfeited (3,457 ) 13.53 Unvested at September 30, 2017 454,833 $ 13.56 |
Plan 2,015 | |
Schedule of Stock Option Activity | The following table represents a summary of incentive unit activity, as adjusted for the Merger, under the 2015 LLC Plan: Incentive units Weighted- Weighted- Weighted- average average average Number of strike threshold grant date units price price fair value Non-vested 971,906 $ 5.22 $ 5.93 $ 1.01 Granted — — — — Vested (73,719 ) 4.01 5.53 0.87 Forfeited (260,145 ) 4.19 5.57 1.05 Non-vested (638,042 ) 5.78 6.15 1.05 Non-vested — $ — $ — $ — Vested or expected to vest at September 30, 2017 — $ — $ — $ — |
2015 and 2017 Plan | |
Schedule of Stock Option Activity | The following table summarizes stock option activity, as adjusted for the Merger Exchange Ratio under the 2015 Plan and the 2017 Plan. Stock options outstanding Weighted Weighted average Aggregate average remaining Intrinsic Number of exercise contractual value options price term (in thousands) Outstanding at December 31, 2016 — $ — — $ — Options granted upon 2017 Reorganization 295,289 13.53 5.7 1,621 Granted 548,676 15.25 6.2 2,069 Exercised — — — — Forfeited (2,455 ) 13.53 6.1 (14 ) Outstanding at September 30, 2017 841,510 $ 3,676 Vested or expected to vest at September 30, 2017 841,510 14.65 6.0 $ 3,676 Exercisable at September 30, 2017 109,745 13.57 5.4 $ 598 |
Schedule of Weighted Average Assumption Used Black-Scholes Option-pricing Model for Awards | The weighted average assumptions used in the Black-Scholes option-pricing model for awards issued under the 2015 Plan and the 2017 Plan during both the three and nine months ended September 30, 2017 were: Three months ended September 30, Nine months ended September 30, Employee Nonemployee Employee Nonemployee Expected term 6.2 years 0.2 - 1.6 years 6.1 years 0.2 - 1.6 years Weighted-average, risk-free interest rate 2.1 % 1.0 % 2.0 % 1.1 % Expected volatility 70.2 % 63.9 % 70.1 % 65.3 % Dividend yield — — — — |
Net Loss per Share_Unit (Tables
Net Loss per Share/Unit (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders/unit holders (in thousands, except for share/unit and per share/unit amounts): Three months ended Nine months ended 2017 2016 2017 2016 Numerator: Net loss attributable to common shareholders $ (11,924 ) $ (28,680 ) $ — Denominator: Weighted-average common shares outstanding - basic and diluted 7,169,241 — 3,642,125 — Net loss per share attributable to common shareholders - basic and diluted $ (1.66 ) $ — $ (7.87 ) $ — Numerator: Net loss attributable to common unit holders $ — $ (5,306 ) $ — $ (14,106 ) Denominator: Weighted-average common units outstanding - basic and diluted — 1,594,265 — 1,538,896 Net loss per unit attributable to common unit holders - basic and diluted $ — $ (3.33 ) $ — $ (9.17 ) |
Schedule of Potentially Common Shares/Units Excluded from Calculation of Net Loss Per share/Unit | The following potential common shares/units, presented based on amounts outstanding at each period end, were excluded from the calculation of the diluted net loss per share/unit attributable to common shareholders/unit holders for the period indicated because including them would have had an anti-dilutive effect. As of September 30, 2017 2016 Unvested restricted common unit awards — 436,977 Unvested restricted common stock awards 454,833 — Outstanding options to purchase common stock 841,510 — |
Nature of Business - Additional
Nature of Business - Additional Information (Detail) $ in Thousands | Aug. 25, 2017 | May 31, 2017USD ($) | Sep. 30, 2017USD ($)Segment | Dec. 31, 2016USD ($) |
Cash and Cash Equivalents [Line Items] | ||||
Reserve stock split of common stock prior to its merger | 0.14 | |||
Number of operating segment | Segment | 1 | |||
Cash, cash equivalents, and marketable securities | $ 96,600 | |||
Restricted cash | 1,097 | $ 50 | ||
Accumulated deficit | $ (59,957) | $ (31,248) | ||
Series C Preferred Stock | ||||
Cash and Cash Equivalents [Line Items] | ||||
Proceeds from sale of preferred stock | $ 40,400 | |||
Mirna therapeutics | ||||
Cash and Cash Equivalents [Line Items] | ||||
Net proceeds from divestiture of businesses and interests in affiliates, total | $ 40,400 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||
Other than Temporary Impairment | $ 0 | $ 0 |
Merger with Mirna Therapeutic32
Merger with Mirna Therapeutics - Additional Information (Detail) $ in Millions | Aug. 28, 2017USD ($)Directorshares | Sep. 30, 2017shares | Dec. 31, 2016shares |
Business Acquisition [Line Items] | |||
Number of members on Board of Directors | Director | 7 | ||
Exchange ratio of common stock | 0.5532 | ||
Common stock outstanding | shares | 16,282,496 | 16,284,885 | 0 |
Percentage of diluted common stock | 82.40% | ||
Mirna therapeutics | |||
Business Acquisition [Line Items] | |||
Common stock outstanding | shares | 20,900,000 | ||
Percentage of diluted common stock | 17.60% | ||
Market capitalization | $ | $ 35 | ||
Fair value, net asset (Liability) | $ | $ 42.6 | ||
Synlogic | |||
Business Acquisition [Line Items] | |||
Number of members on Board of Directors | Director | 5 | ||
Merger Agreement | Common Stock | Synlogic | |||
Business Acquisition [Line Items] | |||
Share ownership following merger, percent | 83.00% |
Merger with Mirna Therapeutic33
Merger with Mirna Therapeutics - Net Assets Acquired in the Merger (Detail) - Mirna therapeutics $ in Thousands | Aug. 28, 2017USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 14,882 |
Marketable securities | 27,600 |
Interest receivable | 126 |
Prepaid assets | 112 |
Unrealized loss on marketable securities | 5 |
Accounts payable and accrued expenses | (105) |
Total net assets acquired | 42,620 |
Total net assets acquired | 42,620 |
Less: Transaction costs | (2,187) |
Total net assets acquired less transaction costs | $ 40,433 |
Fair Value of Financial Instr34
Fair Value of Financial Instruments - Schedule of Company's Classified Assets Measured at Fair Value on Recurring Basis (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Marketable securities, current | $ 17,397 |
Recurring | |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Total assets | 56,030 |
Recurring | U.S. government-sponsored securities | |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Marketable securities, current | 400 |
Recurring | U.S. Treasury securities | |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Marketable securities, current | 16,997 |
Recurring | Money market funds | |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Cash and Cash Equivalents | 38,633 |
Recurring | Quoted Prices in Active Markets for Idential Assets (Level 1) | |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Total assets | 55,630 |
Recurring | Quoted Prices in Active Markets for Idential Assets (Level 1) | U.S. Treasury securities | |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Marketable securities, current | 16,997 |
Recurring | Quoted Prices in Active Markets for Idential Assets (Level 1) | Money market funds | |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Cash and Cash Equivalents | 38,633 |
Recurring | Significant Other Observable Inputs (Level 2) | |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Total assets | 400 |
Recurring | Significant Other Observable Inputs (Level 2) | U.S. government-sponsored securities | |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Marketable securities, current | 400 |
Recurring | Significant Unobservable Inputs (Level 3) | |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Total assets | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | U.S. government-sponsored securities | |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Marketable securities, current | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | U.S. Treasury securities | |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Marketable securities, current | 0 |
Recurring | Significant Unobservable Inputs (Level 3) | Money market funds | |
Fair Value Asset Measured On Recurring Basis [Line Items] | |
Cash and Cash Equivalents | $ 0 |
Available-for-Sale Securities -
Available-for-Sale Securities - Summary of Available-for-Sale Securities Held (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Schedule of Available-for-sale Securities [Line Items] | |
Amortized cost | $ 17,399 |
Gross unrealized gains | 0 |
Gross unrealized losses | (2) |
Fair Value | 17,397 |
U.S. government-sponsored securities | |
Schedule of Available-for-sale Securities [Line Items] | |
Amortized cost | 400 |
Gross unrealized gains | 0 |
Fair Value | 400 |
U.S. Treasury securities | |
Schedule of Available-for-sale Securities [Line Items] | |
Amortized cost | 16,999 |
Gross unrealized gains | 0 |
Gross unrealized losses | (2) |
Fair Value | $ 16,997 |
Available-for-Sale Securities36
Available-for-Sale Securities - Additional Information (Detail) $ in Thousands | Sep. 30, 2017USD ($)Investment |
Investments, Debt and Equity Securities [Abstract] | |
Number of investments in unrealized loss position, less than twelve months | 5 |
Number of investments in unrealized loss position, more than twelve months | 0 |
Aggregate fair value of securities in unrealized loss position | $ | $ 17,397 |
Prepaid Expenses and Other Cu37
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 539 | $ 71 |
Prepaid research and development | 644 | 1,163 |
Other prepaid | 279 | 212 |
Other current assets | 194 | 31 |
Total | $ 1,656 | $ 1,477 |
Accrued Expenses (Detail)
Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Payroll related | $ 1,282 | $ 1,341 |
Professional fees | 923 | 522 |
Research and development | 2,874 | 273 |
Other | 440 | 160 |
Total accrued expenses | $ 5,519 | $ 2,296 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) | 9 Months Ended | 118 Months Ended |
Sep. 30, 2017Voteshares | Sep. 30, 2017USD ($)shares | |
Stockholders' Equity Note [Abstract] | ||
Number of votes per common stock | Vote | 1 | |
Cash dividends | $ | $ 0 | |
Repurchase options share | 1,217,040 | 1,217,040 |
Repurchase options share exercised | 41,819 | |
Repurchase option exercisable period | 4 years |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Detail) | Aug. 28, 2017 |
Preferred Stock [Abstract] | |
Exchange ratio of common stock | 0.5532 |
Equity-based Compensation and41
Equity-based Compensation and Equity Incentive Plans - Additional Information (Detail) | Oct. 31, 2015 | May 31, 2017shares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($)shares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($)shares | Aug. 28, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation expense | $ | $ 681,000 | $ 73,000 | $ 1,478,000 | $ 226,000 | |||
Exchange ratio of common stock | 0.5532 | ||||||
Weighted average grant date fair value per share of options granted to employees | $ / shares | $ 11.89 | $ 12.58 | |||||
The grant date fair value of the options awarded to employees | $ | $ 2,300,000 | $ 7,500,000 | |||||
Option excercised | 0 | 0 | |||||
Employees and Consultants | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted | 194,260 | 0 | 843,965 | 0 | |||
Employee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense | $ | $ 6,800,000 | $ 6,800,000 | |||||
Unrecognized compensation cost, period of recognition | 6 years 2 months 12 days | ||||||
Nonemployee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense | $ | 200,000 | $ 200,000 | |||||
Unrecognized compensation cost, period of recognition | 7 months 6 days | ||||||
2015 and 2017 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation expense | $ | 700,000 | $ 100,000 | $ 1,500,000 | $ 200,000 | |||
Granted | 548,676 | ||||||
Option excercised | 0 | ||||||
2015 and 2017 Plan | 2017 Reorganization | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted | 295,289 | ||||||
Plan 2,015 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options awards, vesting percentage | 25.00% | ||||||
Options vested period | 36 months | ||||||
Award vesting description | The awards generally vested 25% after one year and ratably monthly thereafter over the next 36 months. | ||||||
Restricted Stock Awards | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation expense | $ | $ 200,000 | $ 0 | $ 26,000 | $ 0 | |||
Vested | 88,840 | 0 | 604,505 | 0 | |||
Granted | 2,884 | 0 | 1,062,795 | 0 | |||
Share vasted at the time of grant | 501,231 | ||||||
Restricted Stock Vested Shares | 103,274 | 103,274 | |||||
Restricted Stock Awards | Employee | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense | $ | $ 700,000 | $ 700,000 | |||||
Unrecognized compensation cost, period of recognition | 2 years 4 months 24 days | ||||||
Restricted Stock Awards | Nonemployee | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense | $ | $ 300,000 | $ 300,000 | |||||
Unrecognized compensation cost, period of recognition | 8 months 12 days | ||||||
Restricted Stock Awards | 2017 Reorganization | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted | 1,059,911 | 1,059,911 | |||||
Incentive Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation expense | $ | $ 39,000 | $ 132,000 | $ 125,000 | ||||
Units issued | 0 | 122,536 | 0 | 255,672 | |||
Unrecognized compensation expense | $ | $ 0 | $ 0 | |||||
Incentive Units | Plan 2015 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted | 0 | ||||||
Weighted average grant date fair value per share of options granted to employees | $ / shares | $ 0 | ||||||
Restricted Stock Units | Common Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation expense | $ | $ 0 | $ 34,000 | $ 56,000 | $ 101,000 | |||
Units issued | 0 | 0 | 0 | 0 | |||
Vested | 0 | 40,968 | 68,280 | 218,497 | |||
Unrecognized compensation expense | $ | $ 0 | $ 0 |
Equity-based Compensation and42
Equity-based Compensation and Equity Incentive Plans - Schedule of Equity-based Compensation Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity-based compensation expense | $ 681 | $ 73 | $ 1,478 | $ 226 |
Research and Development Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity-based compensation expense | 380 | 29 | 883 | 83 |
General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Equity-based compensation expense | $ 301 | $ 44 | $ 595 | $ 143 |
Equity-based Compensation and43
Equity-based Compensation and Equity Incentive Plans - Schedule of Equity-based Compensation Expenses by Award Type (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 681 | $ 73 | $ 1,478 | $ 226 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 508 | 992 | ||
Restricted Stock Awards | Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 173 | 298 | ||
Incentive Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | 39 | 132 | 125 | |
Restricted Stock Units | Common Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 0 | $ 34 | $ 56 | $ 101 |
Equity-based Compensation and44
Equity-based Compensation and Equity Incentive Plans - Schedule of Stock Option Activity Under 2015 LLC Plan (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Weighted-average grant date fair value | $ 11.89 | $ 12.58 |
Plan 2015 | Incentive Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning balance, Number of Non-vested Units | shares | 971,906 | |
Granted, Number of Units | shares | 0 | |
Vested, Number of Units | shares | (73,719) | |
Forfeited, Number of Units | shares | (260,145) | |
Ending balance, Number of Non-vested Units | shares | 0 | 0 |
Vested or expected to vest, Number of Units | shares | 0 | 0 |
Beginning balance, Weighted-average price | $ 5.22 | |
Granted, Weighted-average price | 0 | |
Vested, Weighted-average price | 4.01 | |
Forfeited, Weighted-average price | 4.19 | |
Ending balance, Weighted-average price | $ 0 | 0 |
Weighted-average price, Vested or expected to vest at September 30, 2017 | 0 | 0 |
Beginning Balance, Weighted-average grant date fair value | 1.01 | |
Granted, Weighted-average grant date fair value | 0 | |
Vested, Weighted-average grant date fair value | 0.87 | |
Forfeited, Weighted-average grant date fair value | 1.05 | |
Ending balance, Weighted-average grant date fair value | 0 | 0 |
Weighted-average grant date fair value, Vested or expected to vest at September 30, 2017 | 0 | 0 |
Plan 2015 | Incentive Units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning balance, Weighted-average price | 5.93 | |
Granted, Weighted-average price | 0 | |
Vested, Weighted-average price | 5.53 | |
Forfeited, Weighted-average price | 5.57 | |
Ending balance, Weighted-average price | 0 | 0 |
Weighted-average price, Vested or expected to vest at September 30, 2017 | $ 0 | $ 0 |
Plan 2015 | Incentive Units | 2017 Reorganization | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested units cancelled upon 2017 Reorganization, Number of Units | shares | (638,042) | |
Non-vested units cancelled upon 2017 Reorganization, Weighted-average price | $ 5.78 | |
Non-vested units cancelled upon 2017 Reorganization, Weighted-average grant date fair value | 1.05 | |
Plan 2015 | Incentive Units | 2017 Reorganization | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested units cancelled upon 2017 Reorganization, Weighted-average price | $ 6.15 |
Equity-based Compensation and45
Equity-based Compensation and Equity Incentive Plans - Schedule of Weighted Average Assumption Used Black-Scholes Option-pricing Model for Awards (Detail) - 2015 and 2017 Plan | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Employee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years 2 months 13 days | 6 years 1 month 6 days |
Weighted-average, risk-free interest rate | 2.10% | 2.00% |
Expected volatility | 70.20% | 70.10% |
Dividend yield | 0.00% | 0.00% |
Nonemployee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average, risk-free interest rate | 1.00% | 1.10% |
Expected volatility | 63.90% | 65.30% |
Dividend yield | 0.00% | 0.00% |
Minimum | Nonemployee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 2 months 12 days | 2 months 12 days |
Dividend yield | 0.00% | 0.00% |
Maximum | Nonemployee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 1 year 7 months 6 days | 1 year 7 months 6 days |
Dividend yield | 0.00% | 0.00% |
Equity-based Compensation and46
Equity-based Compensation and Equity Incentive Plans - Schedule of Stock Option Activity Under 2015 and 2017 Plan (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercised, Number of options | shares | 0 | 0 |
2015 and 2017 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Number of options | shares | 548,676 | |
Exercised, Number of options | shares | 0 | |
Forfeited, Number of options | shares | (2,455) | |
Outstanding Ending balance, Number of options | shares | 841,510 | 841,510 |
Number of options, Vested or expected to vest at September 30, 2017 | shares | 841,510 | 841,510 |
Number of options, Exercisable at September 30, 2017 | shares | 109,745 | 109,745 |
Beginning balance, Weighted-average price | $ / shares | $ 0 | |
Granted, Weighted-average price | $ / shares | 15.25 | |
Exercised, Weighted-average price | $ / shares | 0 | |
Forfeited, Weighted-average price | $ / shares | 13.53 | |
Ending balance, Weighted-average price | $ / shares | $ 0 | 0 |
Weighted-average price Vested or expected to vest at September 30, 2017 | $ / shares | 14.65 | 14.65 |
Weighted-average price, Exercisable at September 30, 2017 | $ / shares | $ 13.57 | $ 13.57 |
Granted, Weighted average remaining contractual term | 6 years 2 months 13 days | |
Forfeited, Weighted average remaining contractual term | 6 years 1 month 6 days | |
Weighted average remaining contractual term, Vested or expected to vest at September 30, 2017 | 6 years | |
Weighted average remaining contractual term, Exercisable at September 30, 2017 | 5 years 4 months 24 days | |
Ending balance, Aggregate Intrinsic value | $ | $ 3,676 | $ 3,676 |
Aggregate Intrinsic value, Vested or expected to vest at September 30, 2017 | $ | 3,676 | 3,676 |
Aggregate Intrinsic value, Exercisable at September 30, 2017 | $ | $ 598 | $ 598 |
2015 and 2017 Plan | 2017 Reorganization | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Number of options | shares | 295,289 | |
Granted, Weighted-average price | $ / shares | $ 13.53 | |
Options granted upon 2017 Reorganization, Weighted average remaining contractual term | 5 years 8 months 12 days | |
Options granted upon 2017 Reorganization, Aggregate Intrinsic value | $ | $ 1,621 | |
Granted, Aggregate Intrinsic value | $ | 2,069 | |
Forfeited, Aggregate Intrinsic value | $ | $ (14) |
Equity-based Compensation and47
Equity-based Compensation and Equity Incentive Plans - Schedule of Restricted Stock Activity (Detail) - Restricted Stock Awards - Common Stock - $ / shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Granted, Number of shares | 2,884 | 0 | 1,062,795 | 0 | |
Vested, Number of shares | (88,840) | 0 | (604,505) | 0 | |
Forfeited, Number of shares | (3,457) | ||||
Ending balance, Number of unvested shares | 454,833 | 454,833 | |||
Vested, Grant date fair value | $ 9.38 | ||||
Forfeited, Grant date fair value | 13.53 | ||||
Ending balance, Unvested Grant date fair value | $ 13.56 | $ 13.56 | |||
2017 Reorganization | |||||
Granted, Number of shares | 1,059,911 | 1,059,911 | |||
Granted, Grant date fair value | $ 13.35 | ||||
2017 Plan | |||||
Granted, Number of shares | 2,884 | ||||
Granted, Grant date fair value | $ 19.01 |
Significant Agreements - Additi
Significant Agreements - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May 31, 2017USD ($) | Apr. 30, 2017USD ($)shares | Dec. 31, 2015USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Milestone | Sep. 30, 2016USD ($) | |
Acquisition Date [Line Items] | |||||||
Recognition of revenue | $ 111,000 | $ 111,000 | $ 2,333,000 | $ 333,000 | |||
AbbVie | |||||||
Acquisition Date [Line Items] | |||||||
Recognition of revenue | 100,000 | $ 100,000 | 2,300,000 | $ 300,000 | |||
Deferred revenue, net of current portion | $ 1,200,000 | 1,200,000 | |||||
AbbVie | IBDCo | |||||||
Acquisition Date [Line Items] | |||||||
Upfront non refundable payment | $ 2,000,000 | ||||||
Potential development milestone payment | $ 16,500,000 | ||||||
Development milestone payment | $ 2,000,000 | ||||||
Number of research and development milestones | Milestone | 4 | ||||||
Collaboration in research and develpoment | 54 months | ||||||
Massachusetts Institute of Technology and Boston University License Agreement | |||||||
Acquisition Date [Line Items] | |||||||
Recognition of license fees | $ 1,800,000 | ||||||
Massachusetts Institute of Technology and Boston University License Agreement | Common Units | |||||||
Acquisition Date [Line Items] | |||||||
Common units issued for license | shares | 325,377 | ||||||
Massachusetts Institute of Technology and Boston University License Agreement | Common Stock | 2017 Reorganization | |||||||
Acquisition Date [Line Items] | |||||||
Common stock, converted | shares | 325,377 | ||||||
Massachusetts Institute of Technology and Boston University License Agreement | Mirna therapeutics | Common Stock | |||||||
Acquisition Date [Line Items] | |||||||
Common stock, converted | shares | 179,999 | ||||||
Massachusetts Institute of Technology and Boston University License Agreement | Intellectual Property | |||||||
Acquisition Date [Line Items] | |||||||
License acquired | $ 50,000 | ||||||
Massachusetts Institute of Technology and Boston University License Agreement | Patents | |||||||
Acquisition Date [Line Items] | |||||||
Payment for prior patent costs | $ 300,000 |
Net Loss per Share_Unit - Addit
Net Loss per Share/Unit - Additional Information (Detail) | Aug. 28, 2017 |
Earnings Per Share [Abstract] | |
Exchange ratio of common stock | 0.5532 |
Net Loss per Share_Unit - Sched
Net Loss per Share/Unit - Schedule of Computation of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net loss attributable to common shareholders | $ (11,924) | $ (5,306) | $ (28,680) | $ (14,106) |
Denominator: | ||||
Weighted-average common shares outstanding - basic and diluted | 7,169,241 | 3,642,125 | ||
Net loss per share attributable to common shareholders - basic and diluted | $ (1.66) | $ (7.87) | ||
Numerator: | ||||
Net loss attributable to common unit holders | $ (5,306) | $ (14,106) | ||
Denominator: | ||||
Weighted-average common units outstanding - basic and diluted | 1,594,265 | 1,538,896 | ||
Net loss per unit attributable to common unit holders - basic and diluted | $ (3.33) | $ (9.17) |
Net Loss per Share_Unit - Sch51
Net Loss per Share/Unit - Schedule of Potentially Common Shares/Units Excluded from Calculation of Net Loss Per share/Unit (Detail) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Unvested Restricted Common Unit Awards | ||
Potentially Common Shares/Units Excluded from Calculation of Net Loss Per share/Unit | 436,977 | |
Unvested Restricted Common Stock Awards | ||
Potentially Common Shares/Units Excluded from Calculation of Net Loss Per share/Unit | 454,833 | |
Stock Options | ||
Potentially Common Shares/Units Excluded from Calculation of Net Loss Per share/Unit | 841,510 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended |
Jul. 31, 2017USD ($)ft² | |
Asset Purchase Agreement And Related License Agreement [Abstract] | |
Laboratory and office space to be leased | ft² | 41,346 |
Operating Lease Annual Rent | $ 3,100,000 |
Term of lease | 10 years |
Tenant improvement investment | $ 1,600,000 |
Letter of credit | $ 1,000,000 |
Agreement termination term | 30 days |
Penalty on contract termination | $ 0 |
Remaining amortization period of deferred rent and remaining useful life leasehold improvements | 63 months |
Revised amortization period of deferred rent and revised useful life leasehold improvements | 7 months |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Chief Executive Officer | ||||
Schedule of Other Related Party Transactions [Line Items] | ||||
Proceeds from repayment of loan | $ 200,000 | |||
Interest accrued rate | 0.60% | |||
Chief Medical Officer | ||||
Schedule of Other Related Party Transactions [Line Items] | ||||
Payments to related party | $ 0 | $ 0 | ||
Reimbursement for a portion of the salary | $ 39,000 | $ 136,000 | ||
Chief Operating Officer | ||||
Schedule of Other Related Party Transactions [Line Items] | ||||
Payments to related party | $ 0 | $ 0 | $ 0 | $ 13,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - $ / shares | Oct. 13, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||
Common stock ,par value | $ 0.001 | $ 0.001 | |
Subsequent Event | Sales Agreement | Cowen | ATM | |||
Subsequent Event [Line Items] | |||
Common stock ,par value | $ 0.001 |