Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 05, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SYBX | ||
Entity Registrant Name | SYNLOGIC, INC. | ||
Entity Central Index Key | 0001527599 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 32,250,814 | ||
Entity Public Float | $ 161.9 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Entity File Number | 001-37566 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-1824804 | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Entity Address, Address Line One | 301 Binney St | ||
Entity Address, Address Line Two | Suite 402 | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02142 | ||
City Area Code | 617 | ||
Local Phone Number | 401-9975 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certain information required in Part III of this Annual Report on Form 10-K is incorporated from the registrant’s definitive proxy statement for the 2020 annual meeting of stockholders to be filed pursuant to Regulation 14A with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2019. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 26,184 | $ 11,252 |
Short-term marketable securities | 93,387 | 111,477 |
Prepaid expenses and other current assets | 13,675 | 1,609 |
Total current assets | 133,246 | 124,338 |
Long-term marketable securities | 7,502 | |
Property and equipment, net | 13,021 | 14,841 |
Right of use asset - operating lease | 17,263 | |
Restricted cash | 1,097 | 1,097 |
Prepaid research and development, net of current portion | 16,381 | |
Other assets | 64 | 64 |
Total assets | 188,574 | 140,340 |
Current liabilities: | ||
Accounts payable | 2,165 | 2,421 |
Accrued expenses | 3,946 | 4,993 |
Deferred revenue | 544 | 268 |
Deferred rent | 393 | |
Lease liability - operating lease | 2,000 | |
Finance lease obligations | 208 | 266 |
Total current liabilities | 8,863 | 8,341 |
Long-term liabilities: | ||
Deferred rent, net of current portion | 7,691 | |
Lease liability - operating lease, net of current portion | 22,804 | |
Finance lease obligations, net of current portion | 2 | 210 |
Total long-term liabilities | 22,806 | 7,901 |
Commitments and contingencies (Note 14) | ||
Stockholders' Equity | ||
Common stock, $0.001 par value 250,000,000 shares authorized as of December 31, 2019 and December 31, 2018. 32,266,814 shares issued and outstanding as of December 31, 2019 and 25,401,479 shares issued and outstanding as of December 31, 2018. | 33 | 25 |
Additional paid-in capital | 327,900 | 243,903 |
Accumulated other comprehensive loss | 110 | (65) |
Accumulated deficit | (171,138) | (119,765) |
Total stockholders' equity | 156,905 | 124,098 |
Total liabilities and stockholders' equity | $ 188,574 | $ 140,340 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, Issued | 32,266,814 | 25,401,479 |
Common stock, outstanding | 32,266,814 | 25,401,479 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 2,224 | $ 2,520 |
Operating expenses: | ||
Research and development | 41,905 | 38,034 |
General and administrative | 14,728 | 15,716 |
Total operating expenses | 56,633 | 53,750 |
Loss from operations | (54,409) | (51,230) |
Other income (expense): | ||
Interest and investment income | 3,062 | 2,843 |
Interest expense | (21) | (43) |
Other expense | (5) | (5) |
Other income (expense), net | 3,036 | 2,795 |
Net loss | $ (51,373) | $ (48,435) |
Net loss per share - basic and diluted | $ (1.70) | $ (2.03) |
Weighted-average common stock outstanding - basic and diluted | 30,284,068 | 23,882,685 |
Comprehensive loss: | ||
Net loss | $ (51,373) | $ (48,435) |
Net unrealized gain (loss) on marketable securities | 175 | (56) |
Comprehensive loss | $ (51,198) | $ (48,491) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock $0.001 Par Value | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at Dec. 31, 2017 | $ 85,038 | $ 16 | $ 156,685 | $ (9) | $ (71,654) |
Balance (in Shares) at Dec. 31, 2017 | 16,272,617 | ||||
Effect of adoption of ASU | ASU 2014-09 (ASC 606) | 324 | 324 | |||
Sale of common shares, net of issuance costs | 82,666 | $ 9 | 82,657 | ||
Sale of common shares, net of issuance costs, shares | 9,179,500 | ||||
Exercise of options | 244 | 244 | |||
Exercise of options, shares | 19,830 | ||||
Cancellation of restricted stock | (70,468) | ||||
Equity-based compensation expense | 4,317 | 4,317 | |||
Unrealized gain (loss) on securities | (56) | (56) | |||
Net loss | (48,435) | (48,435) | |||
Balance at Dec. 31, 2018 | 124,098 | $ 25 | 243,903 | (65) | (119,765) |
Balance (in Shares) at Dec. 31, 2018 | 25,401,479 | ||||
Sale of common shares, net of issuance costs | 56,997 | $ 7 | 56,990 | ||
Sale of common shares, net of issuance costs, shares | 6,340,771 | ||||
Proceeds from issuance of pre-funded common stock warrants, net of issuance costs | 22,874 | 22,874 | |||
Issuance of restricted stock | $ 1 | (1) | |||
Issuance of restricted stock, shares | 585,600 | ||||
Cancellation of restricted stock | (61,036) | ||||
Equity-based compensation expense | 4,134 | 4,134 | |||
Unrealized gain (loss) on securities | 175 | 175 | |||
Net loss | (51,373) | (51,373) | |||
Balance at Dec. 31, 2019 | $ 156,905 | $ 33 | $ 327,900 | $ 110 | $ (171,138) |
Balance (in Shares) at Dec. 31, 2019 | 32,266,814 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (51,373) | $ (48,435) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,702 | 2,421 |
Loss on disposal of property and equipment | 8 | |
Equity-based compensation expense | 4,134 | 4,317 |
Accretion/amortization of investment securities | (1,282) | (1,401) |
Reduction in carrying amount of operating lease right of use asset | 1,370 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (12,263) | (45) |
Prepaid research and development, net of current portion | (16,381) | |
Other assets | 168 | |
Accounts payable and accrued expenses | (935) | (257) |
Deferred revenue | 276 | (520) |
Deferred rent | 1,274 | |
Operating lease liabilities | (1,716) | |
Net cash, cash equivalents and restricted cash used in operating activities | (75,468) | (42,470) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (145,418) | (172,887) |
Proceeds from maturity of marketable securities | 157,465 | 91,340 |
Purchases of property and equipment | (1,251) | (5,654) |
Net cash, cash equivalents and restricted cash provided by (used in) investing activities | 10,796 | (87,201) |
Cash flows from financing activities: | ||
Payments on finance lease obligations | (266) | (427) |
Proceeds from exercise of stock options | 244 | |
Proceeds from sale of common stock, net of issuance costs | 56,996 | 82,666 |
Proceeds from sale of pre-funded warrants, net of issuance costs | 22,874 | |
Net cash, cash equivalents and restricted cash provided by financing activities | 79,604 | 82,483 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 14,932 | (47,188) |
Cash, cash equivalents and restricted cash at beginning of period | 12,349 | 59,537 |
Cash, cash equivalents and restricted cash at end of period | 27,281 | 12,349 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Landlord funded allowance for tenant improvements | 1,654 | |
Property and equipment purchases included in accounts payable and accrued expenses | (369) | 169 |
Assets acquired under operating lease obligation | 2,714 | |
Cash paid for interest | $ 21 | 43 |
Purchase under capital lease | $ 12 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2019 | |
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. Synthetic Biotic medicines are generated from Synlogic’s proprietary drug discovery and development platform applying the principles and tools of synthetic biology to engineer beneficial microbes to perform or deliver critical therapeutic functions to treat metabolic and inflammatory diseases and cancer. As living medicines, Synthetic Biotic medicines can be designed to sense a local disease context within a patient’s body and to respond by metabolizing a toxic substance, compensating for missing or damaged metabolic pathways in patients, or by delivering combinations of therapeutic factors. Synlogic’s goal is to lead in the discovery and development of Synthetic Biotic therapies as living medicines capable of robust and precise pathway complementation and delivery of therapeutic benefit. Since incorporation, the Company has devoted substantially all of its efforts to the research and development of its product candidates. 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 Therapeutics, 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 stockholders of Private Synlogic executed the Synlogic, LLC Contribution Agreement (the “Contribution Agreement”), pursuant to which such common and preferred stockholders contributed such stockholders’ 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 (the “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”). In May 2017, Private Synlogic completed a reorganization (“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 Synlogic 2017 Stock Incentive Plan (“2017 Plan”) to replace the canceled incentive units pursuant to the termination of the Synlogic, LLC 2015 Equity Incentive Plan (“2015 LLC Plan”). On August 28, 2017, Synlogic, Inc., formerly known as Mirna Therapeutics, Inc. (NASDAQ: MIRN) (“Mirna”), completed its business combination with Private Synlogic pursuant to 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”). Immediately after completion of the Merger, Mirna changed its name to “Synlogic, Inc.” (NASDAQ: SYBX). Risks and Uncertainties At December 31, 2019, the Company had approximately $119.6 million in cash, cash equivalents, and short-term marketable securities, $7.5 million of long-term marketable securities, $1.1 million of restricted cash and an accumulated deficit of approximately $171.1 million. Since its inception through December 31, 2019, the Company has primarily financed its operations through the issuance of preferred stock, units and warrants, the sale of its common stock, the AbbVie collaboration, and cash received in 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. 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, spanning discovery through early development and will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization of any product candidates. These efforts require significant amounts of additional capital, adequate personnel, infrastructure, and extensive compliance-reporting capabilities. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company may never achieve profitability, and unless and until it does, it will continue to need to raise additional capital or obtain financing from other sources, such as strategic collaborations or partnerships. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.”) (“U.S. GAAP” or “GAAP”). 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 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 basis, the Company’s management evaluates its estimates, including those related to revenue recognition, income taxes including the valuation allowance for deferred tax assets, research and development accruals and prepaids, accrued expenses, investments, contingencies and equity-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. Cash Equivalents The Company considers all highly liquid investment instruments with a remaining maturity when purchased of three months or less to be cash equivalents. Investments qualifying as cash equivalents primarily consist of money market funds, corporate debt securities and commercial paper. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. The amount of cash equivalents included in cash and cash equivalents was approximately $13.5 million and $0.3 million at December 31, 2019 and 2018, respectively. 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 sheet risk of loss. Restricted Cash The Company held cash of approximately $1.0 million at December 31, 2019 and 2018 in a letter of credit to secure its lease at the 301 Binney Street facility. In addition, the Company held cash of $50,000 at December 31, 2019 and 2018 in a separate restricted bank account as collateral for the Company’s credit cards. The Company has classified these deposits as long-term restricted cash on its balance sheet. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). December 31, December 31, 2019 2018 Cash and cash equivalents $ 26,184 $ 11,252 Restricted cash included in other long-term assets 1,097 1,097 Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows $ 27,281 $ 12,349 Fair Value The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. Accounting Standards Codification (“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. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of assets or liabilities between Level 1, Level 2 or Level 3 during the years ended December 31, 2019 and 2018. Available-for-Sale Securities 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 securities are carried at fair value, with the unrealized gains and losses reported in other comprehensive income (loss). The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest and investment income. Realized gains and losses, and declines in value judged to be other than temporary on available-for-sale securities, are included in interest and investment income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest and investment income. To determine whether an other-than-temporary impairment exists, the Company considers whether it has the ability and intent to hold the investment until a market price recovery, and whether evidence indicating the recoverability of the cost of the investment outweighs evidence to the contrary. Property and Equipment Property and equipment, including leasehold improvements, are recorded at cost and depreciated over their estimated useful lives using the straight‑line method. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. Depreciation begins at the time the asset is placed in service. Depreciation is provided over the following estimated useful lives: Asset classification Useful life Computer and office equipment 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Lesser of useful life or remaining lease term Impairment of Long‑Lived Assets Long‑lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of impairment is calculated as the difference between the carrying value and fair value of the asset. To date, no such impairments have been recognized. Research and Development Costs Costs incurred in the research and development of the Company’s product candidates are expensed as incurred. The Company defers and capitalizes nonrefundable advance payments made by the Company for research and development activities until the related goods are received or the related services are performed. Research and development expenses are comprised of costs incurred in performing research and development activities, including salary and benefits, equity-based compensation expense, laboratory supplies and other direct expenses, facilities expenses, overhead expenses, contractual services and other outside expenses. When third-party service providers’ billing terms do not coincide with the Company’s period-end, the Company is required to make estimates of its obligations to those third parties, including clinical trial costs, contractual services costs and costs for supply of its drug candidates, incurred in a given accounting period and record accruals at the end of the period. The Revenue recognition The Company generates revenue through a collaboration and license arrangement with a strategic partner for the development and commercialization of product candidates. The Company evaluates collaboration agreements with respect to FASB ASC Topic 808, Collaborative Arrangements Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five-step analysis: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step analysis to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company may enter into collaboration agreements for research and development services, under which the Company may license certain rights to its product candidates to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; reimbursement of certain costs; customer option exercise fees; development, regulatory and commercial milestone payments; and royalties on net sales of licensed products. Variable consideration is constrained until it is deemed not be at significant risk of reversal. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements for which the collaboration partner is also a customer, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use significant judgment to determine: a) the number of performance obligations based on the determination under step (ii) above; b) the transaction price under step (iii) above; and c) the contract term and pattern of satisfaction of the performance obligations under step (v) above. The Company uses significant judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price as described further below. The transaction price is allocated to the goods and services the Company expects to provide. The Company uses estimates to determine the timing of satisfaction of performance obligations, which may include the use of full time equivalent time as a measure of satisfaction of performance obligations. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current deferred revenue. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Licenses of Intellectual Property In assessing whether a promise or performance obligation is distinct from the other promises, the Company considers factors such as the research, manufacturing and commercialization capabilities of the customer and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the customer can benefit from a promise for its intended purpose without the receipt of the remaining promises, whether the value of the promise is dependent on the unsatisfied promise, whether there are other vendors that could provide the remaining promise, and whether it is separately identifiable from the remaining promise. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Research and Development Services If an arrangement is determined to contain a promise or obligation for the Company to perform research and development services, the Company must determine whether these services are distinct from the other promises in the arrangement. In assessing whether the services are distinct from the other promises, the Company considers the capabilities of the customer to perform these same services. In addition, the Company considers whether the customer can benefit from a promise for its intended purpose without the receipt of the remaining promise, whether the value of the promise is dependent on the unsatisfied promise, whether there are other vendors that could provide the remaining promise, and whether it is separately identifiable from the remaining promise. For research and development services that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Customer Options If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights, that is, the option to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on an alternative approach when the goods or services are both (i) similar to the original goods and services in the contract and (ii) provided in accordance with the terms of the original contract. Under this alternative, the Company allocates the total amount of consideration expected to be received from the customer to the total goods or services expected to be provided to the customer. Amounts allocated to a material right are not recognized as revenue until the option is exercised and the performance obligation is satisfied. Milestone Payments At the inception of each arrangement that includes milestone payments, the Company evaluates whether a significant reversal of cumulative revenue provided in conjunction with achieving the milestones is probable and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. For other milestones, the Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant reversal of cumulative revenue would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Contract Costs The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the costs are expected to be recovered. As a practical expedient, the Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. To date, the Company has not incurred any incremental costs of obtaining a contract with a customer. Equity‑Based Compensation The Company measures equity-based compensation to employees, nonemployees and directors based on the grant date fair value of the awards and recognizes the associated expense in the financial statements over the requisite service period of the award, which is generally the vesting period. The fair value of each option was estimated on the date of grant or remeasurement using the Black‑Scholes option‑pricing model. Expected volatility for the Company’s common stock was determined based on an average of the historical volatility of the Company and the historical volatility of a peer‑group of similar public companies. The expected term of options granted for employees was calculated using the simplified method, which represented the average of the contractual term of the option and the weighted-average vesting period of the option. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk‑free interest rate is based upon the U.S. Treasury yield curve commensurate with the expected term at the time of grant or remeasurement. Forfeitures are recognized as they occur. The Company records the expense for equity grants subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the relative satisfaction of the performance conditions as of the reporting date. The Company classifies equity-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes based upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. Uncertain tax positions represent tax positions for which reserves have been established. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more likely than not to be sustained, the tax position is then assessed to determine the amount of benefit to be recognized in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Net Loss Per Share Basic net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the sum of the weighted-average number of shares of common stock outstanding during the period and if dilutive, the weighted-average number of potential shares of common stock, including unvested restricted common stock and outstanding stock options. Segment Information Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company operates in one operating segment: discovery and development of synthetic biology therapeutics for the treatment of rare, infectious and other diseases. 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. All of the Company’s equipment, leasehold improvements and other fixed assets are physically located within the United States, and all agreements with its partners are denominated in U.S. dollars, except where noted. Recently Adopted Accounting Pronouncements Leases In February 2016, the FASB issued ASU 2016-02 – Leases The Company elected the available package of practical expedients which allows the Company to not reassess previous accounting conclusions around whether arrangements are or contain leases, the classification of our leases, and the treatment of initial direct costs. The Company made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. The Company adopted Topic 842 as of January 1, 2019. The Company uses judgement to assess if an arrangement is a lease at contract inception. An arrangement is a lease if the contract involves the use of a distinct identified asset, the lessor does not have substantive substitution rights and the Company obtains control of the asset throughout the period by obtaining substantially all of the economic benefit of the asset and the right to direct the use of the asset. Leases classified as operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities and noncurrent operating lease liabilities in our consolidated balance sheet. Finance leases are included in property and equipment and finance lease obligations, in our consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company utilizes its incremental borrowing rate to determine the present value of lease payments. The incremental borrowing rate is the rate incurred to borrow similar funds, on a collateralized basis, over a comparable term in a similar economic environment. For new and amended leases beginning in 2019 and after, the Company has elected to account for the lease and non-lease components for leases as a single component for classes of all underlying assets and allocate all of the contract consideration to the lease component only. Lease cost for operating leases is recognized on a straight-line basis over the lease term and is included in operating expenses on the statements of operations and comprehensive loss. Variable lease payments are included in lease operating expenses. The lease term includes options to extend the lease when it is reasonably certain that option will be exercised. Leases with a term of 12 months or less are not recorded on the Company’s consolidated balance sheet. The adoption had a material impact on the consolidated balance sheet related to the recognition of a transition adjustment on January 1, 2019 of a right-of-use asset of $15.9 million and lease liability of $24.0 million for an operating lease and the derecognition of deferred rent originally accounted for under legacy guidance. The adoption did not have a material impact on the consolidated statement of operations. Refer to Note 13, “Leases” for further information on the adoption of this standard and the Company’s accounting for leases. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 - Measurement of Credit Losses on Financial Statements Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates In August 2018, the FASB issued ASU 2018-13 - Fair Value Measurement - Disclosure Framework In August 2018, the FASB issued ASU 2018-15 - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract In November 2018, the FASB issued ASU 2018-18 - Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | ( 3 ) Fair Value of Financial Instruments The tables below present information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019 and 2018 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. At December 31, 2019 and 2018, the Company has classified assets measured at fair value on a recurring basis as follows (in thousands): Fair Value Measurements at Reporting Date Using December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Description 2019 (Level 1) (Level 2) (Level 3) Money market funds $ 3,240 $ 3,240 $ — $ — Commercial paper (included in cash and cash equivalents) 4,249 — 4,249 — Commercial paper (included in marketable securities) 20,501 — 20,501 — Corporate debt securities (included in cash and cash equivalents) 6,005 — 6,005 — Corporate debt securities (included in marketable securities) 71,383 — 71,383 — U.S. government agency securities and treasuries 9,005 — 9,005 — Total $ 114,383 $ 3,240 $ 111,143 $ — Fair Value Measurements at Reporting Date Using December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Description 2018 (Level 1) (Level 2) (Level 3) Money market funds $ 265 $ 265 $ — $ — Commercial paper (included in short-term investments) 57,453 — 57,453 — Corporate debt securities (included in short-term investments) 50,052 — 50,052 — U.S. government agency securities and treasuries 3,972 1,987 1,985 — Total $ 111,742 $ 2,252 $ 109,490 $ — Cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses at December 31, 2019 and December 31, 2018 are carried at amounts that approximate fair value due to their short-term maturities. Finance lease obligations at December 31, 2019 and December 31, 2018 approximate fair value as they bear interest at a rate approximating a market interest rate. |
Available-for-Sale Investments
Available-for-Sale Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Available-for-Sale Investments | ( 4 ) Available-for-Sale Investments The following tables summarize the available-for-sale securities held at December 31, 2019 and 2018 (in thousands): December 31, 2019 Amortized cost Gross unrealized gains Gross unrealized losses Fair Value Commercial paper $ 20,484 $ 18 $ (1 ) $ 20,501 Corporate debt securities 71,288 96 (1 ) 71,383 U.S. government agency securities 9,005 2 (2 ) 9,005 Total $ 100,777 $ 116 $ (4 ) $ 100,889 December 31, 2018 Amortized cost Gross unrealized gains Gross unrealized losses Fair Value Commercial paper $ 53,549 $ — $ (47 ) $ 53,502 Corporate debt securities 54,022 4 (23 ) 54,003 U.S. government agency securities 3,971 1 — 3,972 Total $ 111,542 $ 5 $ (70 ) $ 111,477 The contractual maturity of all securities held at December 31, 2019 was 14 months or less. There were 9 investments in an unrealized loss position at December 31, 2019, 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 at December 31, 2019 and 2018 was $24.8 million and $96.5 million, respectively. 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 December 31, 2019. 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 | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Prepaid Expenses and Other Current Assets | ( 5 ) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, December 31, 2019 2018 Prepaid insurance $ 648 $ 502 Prepaid research and development 11,989 122 Other prepaid 390 597 Other current assets 648 388 $ 13,675 $ 1,609 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | ( 6 ) Property and Equipment, net Property and equipment, net consists of the following (in thousands): December 31, December 31, 2019 2018 Laboratory equipment $ 7,523 $ 7,111 Computer and office equipment 782 781 Furniture and fixtures 421 413 Leasehold improvements 9,514 9,484 Construction in progress 412 39 18,652 17,828 Less accumulated depreciation (5,631 ) (2,987 ) $ 13,021 $ 14,841 At December 31, 2019 and 2018, leasehold improvements include $6.6 million of lessor-paid tenant improvements for which the Company was deemed to be the accounting owner of the tenant improvements primarily because it was responsible for project cost overruns. Depreciation expense on property and equipment was $2.7 million and $2.4 million in 2019 and 2018, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | ( 7 ) Accrued Expenses Accrued expenses consists of the following (in thousands): December 31, December 31, 2019 2018 Payroll related $ 2,372 $ 2,906 Professional fees 444 306 Research and development 1,005 1,585 Other 125 196 $ 3,946 $ 4,993 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
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 forfeiture rights relating to 586,929 shares of common stock. The forfeiture right lapses over time and is triggered when a holder ceases providing services to the Company. As of December 31, 2019, 147,617 shares of common stock have been forfeited back to the Company. The Company holds repurchase rights which are at a price equal to the initial purchase price by the founders of Private Synlogic, adjusted by the Merger Exchange Ratio. The repurchase right lapses over time and is exercisable should the founders cease providing services to the Company prior to the end of a four-year period which began in April or May 2014, as the case may be. All repurchase rights terminated during 2018. As of December 31, 2018, the Company had exercised its repurchase right on 41,819 shares of common stock. In January 2018, the Company sold 5,899,500 shares of its common stock through a firm commitment, underwritten public offering at a price to the public of $9.75 per share. As a result of the offering, including the exercise of the overallotment option, the Company received aggregate net proceeds, after underwriting discounts and commissions and other estimated offering expenses, of approximately $53.8 million. In April 2018, the Company sold 3,280,000 shares of its common stock at a price of $9.15 per share in a registered direct offering. After fees and other offering expenses, the Company received approximately $28.9 million in net proceeds from the offering. In June 2019, the Company issued to Ginkgo Bioworks (“Ginkgo”) 6,340,771 shares of common stock and accompanying Pre-Funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 2,548,117 shares of common stock, at a combined purchase price per share and Pre-Funded Warrant of $9.00. The Pre-Funded Warrants have an exercise price of $9.00 per share, with $8.99 of such exercise price paid at the closing of the offering. The proceeds, net of issuance costs, were approximately $79.9 million, $57.0 million related to the proceeds from sale of the common stock and $22.9 million related to the proceeds from sale of the Pre-Funded warrants. The Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full to the extent that, after giving effect to such issuance after exercise, Ginkgo would not beneficially own exercisable The Company has a sales agreement with Cowen and Company, LLC (“Cowen”) with respect to an at-the-market (“ATM”) offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock through Cowen as its sales agent. In an ATM offering, exchange-listed companies incrementally sell newly issued shares into the secondary trading market through a designated broker-dealer at prevailing market prices. No sales of common stock were made pursuant to the ATM during 2018 and 2019. |
Equity-based Compensation and E
Equity-based Compensation and Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-based Compensation and Equity Incentive Plans | ( 9 ) Equity‑based Compensation and Equity Incentive Plans Equity Plans The Company has a number of equity plans, two of which are currently active. The 2015 Equity Incentive Award Plan (“2015 Plan”) was adopted by Mirna in 2015 and remains active after the Merger, now functioning as the primary equity plan for the Company. Following the Merger, there were 647,893 shares authorized under the 2015 Plan. The 2015 Plan includes an “evergreen provision” that allows for an annual increase in the number of shares of common stock available for issuance under the 2015 Plan, which annual increase will be added on the first day of each fiscal year from 2016 through 2025, inclusive, and will be equal to the lesser of (i) five percent of the shares outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Board of Directors. The 2015 Plan provides for the granting of a variety of stock‑based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, deferred stock awards, dividend equivalent awards, stock payment awards, performance awards and other stock‑based awards. The 2017 Stock Incentive Plan was adopted by Private Synlogic in 2017 at the time of the 2017 Reorganization and provides for the grant of incentive stock options, non-qualified stock options, restricted and unrestricted stock awards and other stock-based awards. Under the 2017 Plan, 1,753,061 shares were initially authorized and reserved for issuance. Pursuant to the 2017 Reorganization, Private Synlogic issued restricted common stock awards under the 2017 Plan to replace the canceled incentive units pursuant to the termination of the 2015 LLC Plan (“2015 LLC Plan”). In addition, Private Synlogic also issued stock options to certain employees prior to the Merger. Pursuant to the Merger Agreement, each restricted common stock award of Private Synlogic under the 2017 Plan that was outstanding immediately prior to the Merger and each option to purchase common stock of Private Synlogic under the 2017 Plan that was outstanding and unexercised immediately prior to the Merger was converted into and became restricted common stock and options to purchase shares of the Company’s common stock, respectively, based on the Exchange Ratio of 0.5532 and the Company assumed the 2017 Plan. The 2015 Employee Stock Purchase Plan (“ESPP”) was adopted by Mirna in 2015 and allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP generally provides for set offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. The Company suspended the ESPP in 2017. On December 19, 2019, the board of directors (the “Board”) of the Company resolved by written consent to reactivate the 2015 ESPP and approved an amendment to the ESPP to (i) reduce the permitted payroll deduction and number of shares of the Company’s common stock that a participant may purchase per calendar year and offering period under the ESPP and (ii) establish a period for enrollment for eligible participants. The reactivation of the 2015 ESPP was effective immediately. The Company’s executive officers are eligible to participate in the 2015 ESPP. As of December 31, 2019, there were 676,388 shares available for future grant under the Company’s two active equity incentive plans, the 2017 Plan and the 2015 Plan. Stock Options The weighted average assumptions used in the Black-Scholes option-pricing model for stock options issued to employees and non-employees under its two active equity plans, the 2015 Plan and the 2017 Plan, during the years ended December 31, 2019 and 2018 were: Year ended December 31, Employees: 2019 2018 Expected term 6.2 years 6.2 years Weighted-average, risk-free interest rate 2.2 % 2.8 % Expected volatility 71.1 % 70.8 % Dividend yield — — The following table summarizes stock option activity, as adjusted for the Exchange Ratio under the 2015 and 2017 Plans. Stock options outstanding Weighted average Weighted remaining Aggregate average contractual intrinsic Number of exercise term value (a) options price (in years) (in thousands) Outstanding at December 31, 2018 1,739,884 $ 11.92 9.0 $ — Granted 1,427,030 7.07 — Cancelled or Forfeited (880,495 ) 11.02 25 Outstanding at December 31, 2019 2,286,419 9.24 8.7 $ 43 Vested or expected to vest at December 31, 2019 2,286,419 9.24 8.7 $ 43 Exercisable at December 31, 2019 845,102 11.43 8.1 $ — (a) The aggregate intrinsic value is calculated as the difference between the exercise price of the options and the fair market value of the underlying common stock for the options that were in the money at December 31, 2019. 132,500 options were in the money at December 31, 2019. The weighted average grant date fair value per share of options granted during the years ended December 31, 2019 and 2018 was approximately $4.59 and $6.35, respectively. The total fair value of awards that vested during the years ended December 31, 2019 and 2018 was $3.9 million and $3.3 million, respectively. As of December 31, 2019, there was approximately $6.8 million of unrecognized share-based compensation for unvested stock option grants 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. Restricted Common Stock During the year ended December 31, 2019, 585,600 shares of restricted common stock were granted. During the year ended December 31, 2018, no shares of restricted common stock were granted. The following table shows restricted common stock activity: Restricted stock awards Weighted average grant date Number of fair value shares (per share) Unvested at December 31, 2018 118,679 $ 13.54 Granted 585,600 2.49 Vested (56,314 ) 13.55 Forfeited (61,036 ) 9.19 Unvested at December 31, 2019 586,929 $ 2.97 The total fair value of shares that vested during the years ended December 31, 2019 and 2018 was $0.1 million and $1.3 million, respectively. As of December 31, 2019, there was approximately $1.2 million of unrecognized share-based compensation related to restricted stock awards granted, which is expected to be recognized over a weighted average period of 1.2 years. The total unrecognized share-based compensation cost will be adjusted for actual forfeitures as they occur. Equity Compensation The Company has recorded total equity‑based compensation expense of approximately $4.1 million and $4.3 million, during the years ended December 31, 2019 and 2018, respectively. Equity compensation during the years ended December 31, 2019 and 2018 is derived from stock options and restricted stock awards. Equity-based compensation during the year ended December 31, 2018 also includes $0.7 million related to modifications in equity awards in connection with the separation of the Company’s former Chief Executive Officer. The following table summarizes equity‑based compensation expense within the Company’s consolidated statements of operations and comprehensive loss for the years ended December 31, 2019 and 2018 (in thousands): Years ended December 31, 2019 2018 Research and development $ 1,377 $ 1,333 General and administrative 2,757 2,984 $ 4,134 $ 4,317 The following table summarizes equity‑based compensation expense by type of award for the years ended December 31, 2019 and 2018 (in thousands): Years ended December 31, 2019 2018 Stock options $ 3,789 $ 3,361 Restricted stock awards 345 956 $ 4,134 $ 4,317 |
Collaboration Agreements
Collaboration Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration Agreements | (1 0 ) Collaboration Agreements Ginkgo Collaboration In 2017, the Company established a technology collaboration with Ginkgo. In June 2019, in connection with the issuance to Ginkgo of an aggregate of 6,340,771 shares of common stock and Pre-Funded warrants to purchase an aggregate of 2,548,117 common stock (See Note 9), the Company expanded its collaboration and entered into an agreement with Ginkgo for the research and development of engineered microbial therapeutic products. Under the 2019 expanded agreement, the Company made a prepayment to Ginkgo of $30.0 million for its foundry services that will be provided to the Company over an initial term of five years. The prepayment of foundry services is recorded in Prepaid expenses and other current assets and Prepaid research and development, net of current portion on the December 31, 2019 consolidated balance sheet. Upon the expiration of such initial term and, if applicable, an additional period, any portion of the prepayment that has not been used to purchase services from Ginkgo will be retained by Ginkgo. AbbVie Collaboration Agreement In July 2015, the Company entered into the AbbVie Agreement under which the Company granted AbbVie an exclusive option to purchase IBDCo and, in exchange, agreed to collaborate in researching and developing an Investigational New Drug (“IND”) candidate for the treatment of IBD. The AbbVie Agreement sets forth the Company’s and AbbVie’s respective obligations for development and delivery of an IND candidate package using reasonable commercial efforts. In exchange for the exclusive option to acquire IBDCo, initial research and development services for drug discovery and pre-clinical development, and participation on the joint research committee (“JRC”), 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 milestone payments associated with specified research and pre-clinical events, which were determined to represent customer options for accounting purposes, as well as an option exercise fee upon the execution of their option to buy IBDCo and other royalty and milestone payments. The upfront cash payment and any payments for option fees and royalties are non-refundable, non-creditable and not subject to set-off. The research and development will be performed by the Company over four phases of research defined in the research plan. The Company is eligible to receive payments from AbbVie upon the election to continue the research and development at the achievement of certain milestone events. The JRC will make a determination as to the continuation of the collaboration at the achievement of research and pre-clinical milestones, except for the final milestone, which AbbVie has the discretion to determine achievement without the approval of the JRC. If the parties make the determination to continue on with the AbbVie Agreement upon achievement of each milestone event, then AbbVie will pay the consideration associated with that milestone and the collaboration will continue through the remaining term of the option to purchase IBDCo, which was initially considered to be approximately 54 months. However, AbbVie has the right to terminate the contract at any time with 90 days’ notice. The Company assessed this arrangement in accordance with ASC 606 and concluded that the contract counterparty, AbbVie, is a customer. The Company identified the following material promises at the outset of the arrangement: (1) a non-exclusive royalty-free research and development license; (2) research and development services for pre-clinical activities under the research plan through to the first research and development phase (or an estimated 17 months); (3) three option rights for AbbVie to continue the collaboration as related to three phases of research and development; (4) participation on the JRC; and (5) the transfer of ownership of IBDCo upon exercise of the option to buy IBDCo. The Company determined that the license and research and development activities were not distinct from one another. Participation on the JRC to oversee the research and development activities was determined to be quantitatively and qualitatively immaterial and therefore is excluded from performance obligations. As such, the Company determined that the license and research and development services should be combined into a single performance obligation. The Company evaluated the milestone payments, which represent customer options as described above, and the option to purchase IBDCo, to determine whether they provide AbbVie with any material rights. The Company concluded that the options were not issued at a significant and incremental discount, and therefore do not provide material rights. As such, they were excluded as performance obligations at the outset of the arrangement. If AbbVie elects to exercise the options, the additional consideration will be added to the transaction price and allocated to the resulting performance obligations. Based on these assessments, the Company identified one performance obligation at the outset of the AbbVie Agreement, which consists of: (1) the non-exclusive license and (2) the research and development activities through the first research and development phase. At the outset of the arrangement, the transaction price included only the $2.0 million up-front consideration received which was allocated to the single performance obligation. The option exercise fees ($16.5 million for the milestones and the IBDCo purchase option exercise fee) that may be received are excluded from the transaction price until each customer option is exercised. The Company reevaluates the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjust its estimate of the transaction price. In May 2017, the Company completed the research and development services for the first phase of the research plan and was paid $2.0 million to commence the second phase of the research plan. At this time, the $2.0 million was added to the transaction price and allocated to a new performance obligation consisting of the underlying license and research and development services to be performed over the second phase of the research plan. On September 27, 2018, AbbVie and the Company signed an amendment (the “Second Amendment”) to the AbbVie Agreement. The Amendment clarified the requirements necessary to complete the second phase which resulted in additional time and effort in the second phase of the research plan. Additionally, the Amendment split the next milestone payment under the AbbVie Agreement into two payments: a milestone payment of $2.0 million earned by the Company upon execution of the Amendment and the remaining milestone payment of the balance due upon the successful achievement of specified research and pre-clinical events and the advancement to the third phase of the research plan. On December 18, 2018, AbbVie and the Company signed an amendment (the “Third Amendment”) to the AbbVie Agreement. The Third Amendment provides that in the event AbbVie determines that it is necessary to enter into license agreements with certain third parties in a particular country or other jurisdiction The Company determined that the Amendment represented a modification to the AbbVie Agreement. The additional research and development services are not distinct from the remaining research and development services under the second phase of the research plan of the AbbVie Agreement. The Amendment was accounted for as part of the original AbbVie Agreement and the services form part of the single performance obligation that was partially satisfied as of the date of the contract modification. As a result, the transaction price for the current performance obligation associated with the second phase of the research plan increased by $2.0 million. The impact of the contract modification on the transaction price and the measure of progress toward completion of the performance obligation was recognized as an adjustment to revenue upon execution of the Amendment on a cumulative catch-up basis. The cumulative catch-up adjustment to revenue, as a result of the contract modification, was $1.8 million during 2018. Revenue associated with performance obligations under the AbbVie Agreement are recognized as the research and development services are provided using an input method, according to the full-time equivalents incurred. The research and development activities are expected to be performed over a period of approximately 54 months. The transfer of control occurs over time and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation. The amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s consolidated balance sheet. On February 28, 2019, the JRC concluded that the remaining milestone of $2.5 million under the Second Amendment was achieved upon the achievement of specified research and pre-clinical events under the second phase of the research plan and the advancement to the third phase of the research plan. Revenue associated with performance obligations under the AbbVie Agreement are recognized as the research and development services are provided using an input method, according to the full-time equivalents incurred. The research and development activities are expected to be performed over a period of approximately 54 months. The transfer of control occurs over time and, in management’s judgment, is the best measure of progress towards satisfying the performance obligation. The amounts received that have not yet been recognized as revenue are recorded in deferred revenue on the Company’s consolidated balance sheet. For the years ended December 31, 2019 and 2018, the Company recognized $ 2.2 million and $2.5 million, respectively, as collaboration revenue in the Company’s consolidated statements of operations and comprehensive loss. Deferred revenue amounted to $0.5 million as of December 31, 2019, all of which is included in current liabilities. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | (1 1 ) Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except for share and per share amounts): 2019 2018 Numerator: Net loss $ (51,373 ) $ (48,435 ) Denominator: Weighted-average common shares outstanding - basic and diluted 30,284,068 23,882,685 Net loss per share - basic and diluted $ (1.70 ) $ (2.03 ) The Company’s potentially dilutive shares, which include outstanding stock options and unvested restricted common stock, are considered to be common share equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of the diluted net loss per share attributable to common stockholders for the period indicated because including them would have had an anti-dilutive effect. As of December 31, 2019 2018 Unvested restricted common stock awards 586,929 118,679 Outstanding options to purchase common stock 2,286,419 1,739,884 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (1 2 ) Income Taxes During the years ended December 31, 2019 and 2018, the Company recorded no income tax benefits for the net operating losses incurred due to its uncertainty of reclaiming a benefit for those losses. Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 46,362 $ 33,275 Tax credit carryforwards 4,262 4,365 Accrued expenses 37 103 Deferred rent — 2,209 Lease liabilities 6,776 — Equity compensation 1,481 784 Amortizable intangibles 1,214 1,339 Other 138 78 Gross deferred tax assets 60,270 42,153 Deferred tax liabilities: Property and equipment (1,720 ) (1,863 ) Right of use assets (4,716 ) — Gross deferred tax liabilities (6,436 ) (1,863 ) Valuation allowance (53,834 ) (40,290 ) Net deferred tax assets $ — $ — Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of the Company’s deferred tax assets, which are comprised principally of net operating loss carryforwards, and determined that it is more likely than not that the Company will not recognize the benefits of the deferred tax assets. As a result, a full valuation allowance of approximately $53.8 million and $40.3 million was established at December 31, 2019 and 2018, respectively. A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows (dollars in thousands): Years ended December 31, 2019 2018 Tax Rate Tax Rate U.S. federal statutory rate 21 % 21 % State income taxes, net of federal benefit 6 % 6 % Other permanent differences (1 )% (1 )% Tax credits 0 % 3 % Other items 0 % (1 )% Net change in valuation allowance (26 )% (28 )% Effective income tax rate — — A roll-forward of the valuation allowance for the years ended December 31, and is as follows (in thousands): Years ended December 31, 2019 2018 Balance at beginning of year $ (40,290 ) $ (26,515 ) Increase in valuation allowance (13,544 ) (13,775 ) Balance at end of year $ (53,834 ) $ (40,290 ) As of December 31, 2019 and 2018, the Company had federal net operating loss carryforwards that may be available to reduce future taxable income of approximately $172.9 million and $125.5 million, respectively. Of the $172.9 million of federal net operating loss carryforwards, $79.4 million begin to expire in 2034. The remaining $93.5 of federal net operating loss carryforwards do not expire. The Company also had state net operating loss carryforwards that may be available to reduce future taxable income of approximately $159.0 million and $109.4 million, for the periods ended December 31, 2019 and 2018, respectively. The state net operating loss carryforwards begin to expire in 2029. In addition, at December 31, 2019, the Company had federal and state research and development tax credit carryforwards available to reduce future tax liabilities of approximately $2.5 million and $1.8 million, respectively. Pursuant to Section 382 of the Internal Revenue Code of 1986 (“IRC”), certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss (“NOL”) carryforwards and research and development credit (“R&D credit”) carryforwards that may be used in future years. Utilization of the NOL and R&D credit carryforwards may be subject to a substantial annual limitation under Section 382 of the IRC due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company has not completed a study to assess whether an ownership change has occurred, or whether there have been multiple ownership changes since its formation, due to a significant complexity and related costs associated with such a study. There could be additional ownership changes in the future that may result in additional limitations on the utilization of NOL carryforwards and credits. The Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based The Company files tax returns, on an entity-level basis, as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. Tax years from 2016 to the present are open to examination under the statute. The Company’s policy is to record interest and penalties related to income taxes as part of the tax provision. There are no interest or penalties accrued at December 31, 2019 and 2018. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | (1 3 ) Leases Operating Leases In July 2017, the Company entered into an agreement to lease approximately 41,346 square feet of laboratory and office space at 301 Binney Street in Cambridge, Massachusetts. Annual rent is approximately $3.1 million. The ten-year lease commenced in January 2018 and contains provisions for a free-rent period, annual rent increases and an allowance for tenant improvements. Th responsible for real estate taxes, maintenance, and other operating expenses applicable to the leased premises. . Additionally, the Company has capitalized approximately $6.6 million of landlord-funded tenant improvements. The Company was deemed to be the accounting owner of the tenant improvements primarily because it was responsible for project cost overruns, and as such, the amounts were recorded as a leasehold improvement. The landlord-funded tenant improvement allowance is being amortized as a reduction to lease expense ratably over the lease term. On December 7, 2018, Synlogic Operating Company, Inc., a wholly-owned subsidiary of Synlogic, Inc., entered into a Statement of Work (the “SOW”) with Azzur Group, LLC (“Azzur”) pursuant to a Master Contract Services Agreement (the “Master Services Agreement”), dated September 8, 2018, between the Company and Azzur. Pursuant to the SOW, Azzur has agreed to provide the Company with access to, and the use of, an approximately 700 square foot cleanroom space to be constructed in Waltham, Massachusetts (the “Azzur Suite”), for a period of 44 months, from May 1, 2019 to December 31, 2022 (the “Term”). Azzur has also agreed to provide the Company with storage space and personnel support at the Azzur Suite. The total estimated project cost during the Term for access to, and use of, the cleanroom and storage space, and the personnel support and other services, is up to $4.8 million. The Company may terminate the SOW on four months’ prior written notice at any time during the Term. In addition, either party may terminate the Master Services Agreement (including the SOW) due to a breach by the other party and failure to cure. The Company is reasonably certain not to exercise the termination option through December 31, 2022. Therefore, the Company used a term of May 1, 2019 through December 31, 2022 for purposes of the calculation of the ROU asset and lease liability. The Company adopted Topic 842 as of January 1, 2019. Leases classified as operating leases are included in operating lease ROU assets, current operating lease liabilities and noncurrent operating lease liabilities in our December 31, 2019 consolidated balance sheet. The operating lease right-of-use asset and operating lease liability represents the Binney Street lease and the Azzur Suite lease. Finance leases are made up of laboratory and office equipment. Cash paid for amounts included in the present value of operating lease liabilities was $3.7 million during the year ended December 31, 2019 which is included in operating cash flows. The components of lease cost for operating and finance leases for the year ended December 31, 2019 were: Operating leases $ (in thousands) Operating lease cost $ 3,344 Short-term lease cost 330 Variable lease cost 1,092 4,766 Finance leases Depreciation on finance leases 188 Interest on finance leases 21 209 Total lease cost $ 4,975 The right-of-use asset for the operating lease is disclosed on the consolidated balance sheet. The right-of-use asset for finance leases are classified within property and equipment, net, the total right-of-use asset for finance leases is $0.9 million. The weighted average remaining lease term and the weighted average discount rate for operating and finance leases at December 31, 2019 was: Operating Lease Finance Leases Weighted average discount rate 8.0 % 6.1 % Weighted average remaining lease term (years) 8.2 0.8 The following table reconciles the undiscounted cash flows for the operating and finance leases at December 31, 2019 to the operating and finance lease liabilities recorded on the balance sheet: December 31, 2019 Maturity of lease liabilities Operating Leases Finance Leases (in thousands) 2020 $ 3,892 $ 214 2021 4,236 2 2022 4,389 — 2023 3,574 — 2024 3,681 — Thereafter 14,386 — Total lease payments 34,158 216 Less: imputed interest 9,354 6 Total lease liabilities $ 24,804 $ 210 Current lease liabilities 2,000 208 Long-term lease liabilities 22,804 2 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (1 4 ) 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. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefits | (1 5 ) Employee Benefits The Company has a defined contribution 401(k) plan for eligible employees. Employees are eligible to participate in the plan beginning on their date of hire. Under the terms of the plan, employees may make voluntary contributions as a percentage of compensation. The Company started to match employee contributions effective January 1, 2019. The Company matched 50% of the employee contributions to the 401(k) plan up to a maximum of 4% of the participating employee’s eligible earnings, resulting in a maximum company match of 2% of the participating employee’s eligible earnings, and subject to certain additional statutory dollar limitations. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | ( 16 ) Related-Party Transactions In June 2019, the Company expanded its collaboration and entered into an agreement with Ginkgo for the research and development of engineered microbial therapeutic products. See Note 10, Gingko Collaboration Under the agreement the Company made a prepayment to Ginkgo of $30.0 million for its foundry services that will be provided to the Company over an initial term of five years. At December 31, 2019, the Company had remaining balances of $11.5 million and $15.7 million of current and non-current pre-paid research and development costs related to this transaction, respectively. For the year ended December 31, 2019, the Company used $2.8 million of the pre-paid research and development expenses. |
Selected Quarterly Data (Unaudi
Selected Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Data (Unaudited) | ( 17 ) Selected Quarterly Data (Unaudited) The following tables contain quarterly financial information for 2019 and 2018 (in thousands). The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. 2019 Quarter Ended March 31 June 30 September 30 December 31 Revenue $ 338 $ 350 $ 305 $ 1,231 Operating expenses 14,035 13,445 14,443 14,710 Loss from operations (13,697 ) (13,095 ) (14,138 ) (13,479 ) Net loss (12,946 ) (12,344 ) (13,285 ) (12,798 ) Net loss per share - basic and diluted $ (0.51 ) $ (0.45 ) $ (0.39 ) $ (0.37 ) 2018 Quarter Ended March 31 June 30 September 30 December 31 Revenue $ 354 $ 254 $ 1,801 $ 111 Operating expenses 11,990 15,606 13,335 12,819 Loss from operations (11,636 ) (15,352 ) (11,534 ) (12,708 ) Net loss (11,165 ) (14,591 ) (10,748 ) (11,931 ) Net loss per share - basic and diluted $ (0.55 ) $ (0.59 ) $ (0.43 ) $ (0.47 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.”) (“U.S. GAAP” or “GAAP”). |
Principles of Consolidation | 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 | 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 basis, the Company’s management evaluates its estimates, including those related to revenue recognition, income taxes including the valuation allowance for deferred tax assets, research and development accruals and prepaids, accrued expenses, investments, contingencies and equity-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investment instruments with a remaining maturity when purchased of three months or less to be cash equivalents. Investments qualifying as cash equivalents primarily consist of money market funds, corporate debt securities and commercial paper. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. The amount of cash equivalents included in cash and cash equivalents was approximately $13.5 million and $0.3 million at December 31, 2019 and 2018, respectively. |
Concentration of Credit Risk | 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 sheet risk of loss. |
Restricted Cash | Restricted Cash The Company held cash of approximately $1.0 million at December 31, 2019 and 2018 in a letter of credit to secure its lease at the 301 Binney Street facility. In addition, the Company held cash of $50,000 at December 31, 2019 and 2018 in a separate restricted bank account as collateral for the Company’s credit cards. The Company has classified these deposits as long-term restricted cash on its balance sheet. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). December 31, December 31, 2019 2018 Cash and cash equivalents $ 26,184 $ 11,252 Restricted cash included in other long-term assets 1,097 1,097 Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows $ 27,281 $ 12,349 |
Fair Value | Fair Value The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. Accounting Standards Codification (“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. The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of assets or liabilities between Level 1, Level 2 or Level 3 during the years ended December 31, 2019 and 2018. |
Available-for-Sale Securities | Available-for-Sale Securities 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 securities are carried at fair value, with the unrealized gains and losses reported in other comprehensive income (loss). The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest and investment income. Realized gains and losses, and declines in value judged to be other than temporary on available-for-sale securities, are included in interest and investment income. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest and investment income. To determine whether an other-than-temporary impairment exists, the Company considers whether it has the ability and intent to hold the investment until a market price recovery, and whether evidence indicating the recoverability of the cost of the investment outweighs evidence to the contrary. |
Property and Equipment | Property and Equipment Property and equipment, including leasehold improvements, are recorded at cost and depreciated over their estimated useful lives using the straight‑line method. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment. Depreciation begins at the time the asset is placed in service. Depreciation is provided over the following estimated useful lives: Asset classification Useful life Computer and office equipment 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Lesser of useful life or remaining lease term |
Impairment of Long-Lived Assets | Impairment of Long‑Lived Assets Long‑lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of impairment is calculated as the difference between the carrying value and fair value of the asset. To date, no such impairments have been recognized. |
Research and Development Costs | Research and Development Costs Costs incurred in the research and development of the Company’s product candidates are expensed as incurred. The Company defers and capitalizes nonrefundable advance payments made by the Company for research and development activities until the related goods are received or the related services are performed. Research and development expenses are comprised of costs incurred in performing research and development activities, including salary and benefits, equity-based compensation expense, laboratory supplies and other direct expenses, facilities expenses, overhead expenses, contractual services and other outside expenses. When third-party service providers’ billing terms do not coincide with the Company’s period-end, the Company is required to make estimates of its obligations to those third parties, including clinical trial costs, contractual services costs and costs for supply of its drug candidates, incurred in a given accounting period and record accruals at the end of the period. The |
Revenue recognition | Revenue recognition The Company generates revenue through a collaboration and license arrangement with a strategic partner for the development and commercialization of product candidates. The Company evaluates collaboration agreements with respect to FASB ASC Topic 808, Collaborative Arrangements Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five-step analysis: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step analysis to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company may enter into collaboration agreements for research and development services, under which the Company may license certain rights to its product candidates to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; reimbursement of certain costs; customer option exercise fees; development, regulatory and commercial milestone payments; and royalties on net sales of licensed products. Variable consideration is constrained until it is deemed not be at significant risk of reversal. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements for which the collaboration partner is also a customer, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. As part of the accounting for these arrangements, the Company must use significant judgment to determine: a) the number of performance obligations based on the determination under step (ii) above; b) the transaction price under step (iii) above; and c) the contract term and pattern of satisfaction of the performance obligations under step (v) above. The Company uses significant judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price as described further below. The transaction price is allocated to the goods and services the Company expects to provide. The Company uses estimates to determine the timing of satisfaction of performance obligations, which may include the use of full time equivalent time as a measure of satisfaction of performance obligations. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current deferred revenue. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Licenses of Intellectual Property In assessing whether a promise or performance obligation is distinct from the other promises, the Company considers factors such as the research, manufacturing and commercialization capabilities of the customer and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the customer can benefit from a promise for its intended purpose without the receipt of the remaining promises, whether the value of the promise is dependent on the unsatisfied promise, whether there are other vendors that could provide the remaining promise, and whether it is separately identifiable from the remaining promise. For licenses that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Research and Development Services If an arrangement is determined to contain a promise or obligation for the Company to perform research and development services, the Company must determine whether these services are distinct from the other promises in the arrangement. In assessing whether the services are distinct from the other promises, the Company considers the capabilities of the customer to perform these same services. In addition, the Company considers whether the customer can benefit from a promise for its intended purpose without the receipt of the remaining promise, whether the value of the promise is dependent on the unsatisfied promise, whether there are other vendors that could provide the remaining promise, and whether it is separately identifiable from the remaining promise. For research and development services that are combined with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Customer Options If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights, that is, the option to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on an alternative approach when the goods or services are both (i) similar to the original goods and services in the contract and (ii) provided in accordance with the terms of the original contract. Under this alternative, the Company allocates the total amount of consideration expected to be received from the customer to the total goods or services expected to be provided to the customer. Amounts allocated to a material right are not recognized as revenue until the option is exercised and the performance obligation is satisfied. Milestone Payments At the inception of each arrangement that includes milestone payments, the Company evaluates whether a significant reversal of cumulative revenue provided in conjunction with achieving the milestones is probable and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. For other milestones, the Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant reversal of cumulative revenue would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on a level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its licensing arrangements. Contract Costs The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the costs are expected to be recovered. As a practical expedient, the Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. To date, the Company has not incurred any incremental costs of obtaining a contract with a customer. |
Equity-Based Compensation | Equity‑Based Compensation The Company measures equity-based compensation to employees, nonemployees and directors based on the grant date fair value of the awards and recognizes the associated expense in the financial statements over the requisite service period of the award, which is generally the vesting period. The fair value of each option was estimated on the date of grant or remeasurement using the Black‑Scholes option‑pricing model. Expected volatility for the Company’s common stock was determined based on an average of the historical volatility of the Company and the historical volatility of a peer‑group of similar public companies. The expected term of options granted for employees was calculated using the simplified method, which represented the average of the contractual term of the option and the weighted-average vesting period of the option. The assumed dividend yield is based upon the Company’s expectation of not paying dividends in the foreseeable future. The risk‑free interest rate is based upon the U.S. Treasury yield curve commensurate with the expected term at the time of grant or remeasurement. Forfeitures are recognized as they occur. The Company records the expense for equity grants subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the relative satisfaction of the performance conditions as of the reporting date. The Company classifies equity-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes based upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. Uncertain tax positions represent tax positions for which reserves have been established. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more likely than not to be sustained, the tax position is then assessed to determine the amount of benefit to be recognized in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the sum of the weighted-average number of shares of common stock outstanding during the period and if dilutive, the weighted-average number of potential shares of common stock, including unvested restricted common stock and outstanding stock options. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company operates in one operating segment: discovery and development of synthetic biology therapeutics for the treatment of rare, infectious and other diseases. 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. All of the Company’s equipment, leasehold improvements and other fixed assets are physically located within the United States, and all agreements with its partners are denominated in U.S. dollars, except where noted. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Leases In February 2016, the FASB issued ASU 2016-02 – Leases The Company elected the available package of practical expedients which allows the Company to not reassess previous accounting conclusions around whether arrangements are or contain leases, the classification of our leases, and the treatment of initial direct costs. The Company made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. The Company adopted Topic 842 as of January 1, 2019. The Company uses judgement to assess if an arrangement is a lease at contract inception. An arrangement is a lease if the contract involves the use of a distinct identified asset, the lessor does not have substantive substitution rights and the Company obtains control of the asset throughout the period by obtaining substantially all of the economic benefit of the asset and the right to direct the use of the asset. Leases classified as operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities and noncurrent operating lease liabilities in our consolidated balance sheet. Finance leases are included in property and equipment and finance lease obligations, in our consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company utilizes its incremental borrowing rate to determine the present value of lease payments. The incremental borrowing rate is the rate incurred to borrow similar funds, on a collateralized basis, over a comparable term in a similar economic environment. For new and amended leases beginning in 2019 and after, the Company has elected to account for the lease and non-lease components for leases as a single component for classes of all underlying assets and allocate all of the contract consideration to the lease component only. Lease cost for operating leases is recognized on a straight-line basis over the lease term and is included in operating expenses on the statements of operations and comprehensive loss. Variable lease payments are included in lease operating expenses. The lease term includes options to extend the lease when it is reasonably certain that option will be exercised. Leases with a term of 12 months or less are not recorded on the Company’s consolidated balance sheet. The adoption had a material impact on the consolidated balance sheet related to the recognition of a transition adjustment on January 1, 2019 of a right-of-use asset of $15.9 million and lease liability of $24.0 million for an operating lease and the derecognition of deferred rent originally accounted for under legacy guidance. The adoption did not have a material impact on the consolidated statement of operations. Refer to Note 13, “Leases” for further information on the adoption of this standard and the Company’s accounting for leases. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 - Measurement of Credit Losses on Financial Statements Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates In August 2018, the FASB issued ASU 2018-13 - Fair Value Measurement - Disclosure Framework In August 2018, the FASB issued ASU 2018-15 - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract In November 2018, the FASB issued ASU 2018-18 - Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows (in thousands). December 31, December 31, 2019 2018 Cash and cash equivalents $ 26,184 $ 11,252 Restricted cash included in other long-term assets 1,097 1,097 Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows $ 27,281 $ 12,349 |
Schedule of Useful Life of Property and Equipment | Depreciation begins at the time the asset is placed in service. Depreciation is provided over the following estimated useful lives: Asset classification Useful life Computer and office equipment 3 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Lesser of useful life or remaining lease term |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Company's Classified Assets Measured at Fair Value on Recurring Basis | At December 31, 2019 and 2018, the Company has classified assets measured at fair value on a recurring basis as follows (in thousands): Fair Value Measurements at Reporting Date Using December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Description 2019 (Level 1) (Level 2) (Level 3) Money market funds $ 3,240 $ 3,240 $ — $ — Commercial paper (included in cash and cash equivalents) 4,249 — 4,249 — Commercial paper (included in marketable securities) 20,501 — 20,501 — Corporate debt securities (included in cash and cash equivalents) 6,005 — 6,005 — Corporate debt securities (included in marketable securities) 71,383 — 71,383 — U.S. government agency securities and treasuries 9,005 — 9,005 — Total $ 114,383 $ 3,240 $ 111,143 $ — Fair Value Measurements at Reporting Date Using December 31, Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Description 2018 (Level 1) (Level 2) (Level 3) Money market funds $ 265 $ 265 $ — $ — Commercial paper (included in short-term investments) 57,453 — 57,453 — Corporate debt securities (included in short-term investments) 50,052 — 50,052 — U.S. government agency securities and treasuries 3,972 1,987 1,985 — Total $ 111,742 $ 2,252 $ 109,490 $ — |
Available-for-Sale Investments
Available-for-Sale Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Available-for-Sale Securities Held | The following tables summarize the available-for-sale securities held at December 31, 2019 and 2018 (in thousands): December 31, 2019 Amortized cost Gross unrealized gains Gross unrealized losses Fair Value Commercial paper $ 20,484 $ 18 $ (1 ) $ 20,501 Corporate debt securities 71,288 96 (1 ) 71,383 U.S. government agency securities 9,005 2 (2 ) 9,005 Total $ 100,777 $ 116 $ (4 ) $ 100,889 December 31, 2018 Amortized cost Gross unrealized gains Gross unrealized losses Fair Value Commercial paper $ 53,549 $ — $ (47 ) $ 53,502 Corporate debt securities 54,022 4 (23 ) 54,003 U.S. government agency securities 3,971 1 — 3,972 Total $ 111,542 $ 5 $ (70 ) $ 111,477 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, December 31, 2019 2018 Prepaid insurance $ 648 $ 502 Prepaid research and development 11,989 122 Other prepaid 390 597 Other current assets 648 388 $ 13,675 $ 1,609 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following (in thousands): December 31, December 31, 2019 2018 Laboratory equipment $ 7,523 $ 7,111 Computer and office equipment 782 781 Furniture and fixtures 421 413 Leasehold improvements 9,514 9,484 Construction in progress 412 39 18,652 17,828 Less accumulated depreciation (5,631 ) (2,987 ) $ 13,021 $ 14,841 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consists of the following (in thousands): December 31, December 31, 2019 2018 Payroll related $ 2,372 $ 2,906 Professional fees 444 306 Research and development 1,005 1,585 Other 125 196 $ 3,946 $ 4,993 |
Equity-based Compensation and_2
Equity-based Compensation and Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Restricted Common Stock Activity | The following table shows restricted common stock activity: Restricted stock awards Weighted average grant date Number of fair value shares (per share) Unvested at December 31, 2018 118,679 $ 13.54 Granted 585,600 2.49 Vested (56,314 ) 13.55 Forfeited (61,036 ) 9.19 Unvested at December 31, 2019 586,929 $ 2.97 |
Schedule of Equity-based Compensation Expenses | The following table summarizes equity‑based compensation expense within the Company’s consolidated statements of operations and comprehensive loss for the years ended December 31, 2019 and 2018 (in thousands): Years ended December 31, 2019 2018 Research and development $ 1,377 $ 1,333 General and administrative 2,757 2,984 $ 4,134 $ 4,317 |
Schedule of Equity-based Compensation Expenses by Award Type | The following table summarizes equity‑based compensation expense by type of award for the years ended December 31, 2019 and 2018 (in thousands): Years ended December 31, 2019 2018 Stock options $ 3,789 $ 3,361 Restricted stock awards 345 956 $ 4,134 $ 4,317 |
2015 and 2017 Plan | |
Schedule of Weighted Average Assumption Used Black-Scholes Option-pricing Model for Stock Options Issued to Employees and Non-employees | The weighted average assumptions used in the Black-Scholes option-pricing model for stock options issued to employees and non-employees under its two active equity plans, the 2015 Plan and the 2017 Plan, during the years ended December 31, 2019 and 2018 were: Year ended December 31, Employees: 2019 2018 Expected term 6.2 years 6.2 years Weighted-average, risk-free interest rate 2.2 % 2.8 % Expected volatility 71.1 % 70.8 % Dividend yield — — |
Schedule of Stock Option Activity | The following table summarizes stock option activity, as adjusted for the Exchange Ratio under the 2015 and 2017 Plans. Stock options outstanding Weighted average Weighted remaining Aggregate average contractual intrinsic Number of exercise term value (a) options price (in years) (in thousands) Outstanding at December 31, 2018 1,739,884 $ 11.92 9.0 $ — Granted 1,427,030 7.07 — Cancelled or Forfeited (880,495 ) 11.02 25 Outstanding at December 31, 2019 2,286,419 9.24 8.7 $ 43 Vested or expected to vest at December 31, 2019 2,286,419 9.24 8.7 $ 43 Exercisable at December 31, 2019 845,102 11.43 8.1 $ — (a) The aggregate intrinsic value is calculated as the difference between the exercise price of the options and the fair market value of the underlying common stock for the options that were in the money at December 31, 2019. 132,500 options were in the money at December 31, 2019. |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 (in thousands, except for share and per share amounts): 2019 2018 Numerator: Net loss $ (51,373 ) $ (48,435 ) Denominator: Weighted-average common shares outstanding - basic and diluted 30,284,068 23,882,685 Net loss per share - basic and diluted $ (1.70 ) $ (2.03 ) |
Schedule of Potentially Common Shares Excluded from Calculation of Net Loss Per share | The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of the diluted net loss per share attributable to common stockholders for the period indicated because including them would have had an anti-dilutive effect. As of December 31, 2019 2018 Unvested restricted common stock awards 586,929 118,679 Outstanding options to purchase common stock 2,286,419 1,739,884 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Temporary Differences Between Basis of Deferred Tax Assets and Liabilities | Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 46,362 $ 33,275 Tax credit carryforwards 4,262 4,365 Accrued expenses 37 103 Deferred rent — 2,209 Lease liabilities 6,776 — Equity compensation 1,481 784 Amortizable intangibles 1,214 1,339 Other 138 78 Gross deferred tax assets 60,270 42,153 Deferred tax liabilities: Property and equipment (1,720 ) (1,863 ) Right of use assets (4,716 ) — Gross deferred tax liabilities (6,436 ) (1,863 ) Valuation allowance (53,834 ) (40,290 ) Net deferred tax assets $ — $ — |
Reconciliation of Statutory Federal Income Tax Rate to Company's Effective Income Tax Rate | A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows (dollars in thousands): Years ended December 31, 2019 2018 Tax Rate Tax Rate U.S. federal statutory rate 21 % 21 % State income taxes, net of federal benefit 6 % 6 % Other permanent differences (1 )% (1 )% Tax credits 0 % 3 % Other items 0 % (1 )% Net change in valuation allowance (26 )% (28 )% Effective income tax rate — — |
Schedule of Valuation Allowance | A roll-forward of the valuation allowance for the years ended December 31, and is as follows (in thousands): Years ended December 31, 2019 2018 Balance at beginning of year $ (40,290 ) $ (26,515 ) Increase in valuation allowance (13,544 ) (13,775 ) Balance at end of year $ (53,834 ) $ (40,290 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Cost for Operating and Finance Leases | The components of lease cost for operating and finance leases for the year ended December 31, 2019 were: Operating leases $ (in thousands) Operating lease cost $ 3,344 Short-term lease cost 330 Variable lease cost 1,092 4,766 Finance leases Depreciation on finance leases 188 Interest on finance leases 21 209 Total lease cost $ 4,975 |
Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rate for Operating and Finance Leases | The weighted average remaining lease term and the weighted average discount rate for operating and finance leases at December 31, 2019 was: Operating Lease Finance Leases Weighted average discount rate 8.0 % 6.1 % Weighted average remaining lease term (years) 8.2 0.8 |
Summary of Maturity of Lease Liabilities for Operating and Finance Leases | The following table reconciles the undiscounted cash flows for the operating and finance leases at December 31, 2019 to the operating and finance lease liabilities recorded on the balance sheet: December 31, 2019 Maturity of lease liabilities Operating Leases Finance Leases (in thousands) 2020 $ 3,892 $ 214 2021 4,236 2 2022 4,389 — 2023 3,574 — 2024 3,681 — Thereafter 14,386 — Total lease payments 34,158 216 Less: imputed interest 9,354 6 Total lease liabilities $ 24,804 $ 210 Current lease liabilities 2,000 208 Long-term lease liabilities 22,804 2 |
Selected Quarterly Data (Unau_2
Selected Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Data (unaudited) | The following tables contain quarterly financial information for 2019 and 2018 (in thousands). The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. 2019 Quarter Ended March 31 June 30 September 30 December 31 Revenue $ 338 $ 350 $ 305 $ 1,231 Operating expenses 14,035 13,445 14,443 14,710 Loss from operations (13,697 ) (13,095 ) (14,138 ) (13,479 ) Net loss (12,946 ) (12,344 ) (13,285 ) (12,798 ) Net loss per share - basic and diluted $ (0.51 ) $ (0.45 ) $ (0.39 ) $ (0.37 ) 2018 Quarter Ended March 31 June 30 September 30 December 31 Revenue $ 354 $ 254 $ 1,801 $ 111 Operating expenses 11,990 15,606 13,335 12,819 Loss from operations (11,636 ) (15,352 ) (11,534 ) (12,708 ) Net loss (11,165 ) (14,591 ) (10,748 ) (11,931 ) Net loss per share - basic and diluted $ (0.55 ) $ (0.59 ) $ (0.43 ) $ (0.47 ) |
Nature of Business - Additional
Nature of Business - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Cash, cash equivalents, and short-term marketable securities | $ 119,600 | |
Long-term marketable securities | 7,500 | |
Restricted cash | 1,097 | $ 1,097 |
Accumulated deficit | $ (171,138) | $ (119,765) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2017 | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | Jan. 01, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash equivalents maturity | three months or less | |||
Cash equivalents | $ 13,500,000 | $ 300,000 | ||
Cash held in a separate restricted bank account | 1,097,000 | 1,097,000 | ||
Transfers of assets and liabilities between Level 1, Level 2, or Level 3 | 0 | 0 | ||
Impairment charge | $ 0 | |||
Revenue, practical expedient, incremental cost of obtaining contract [true/false] | true | |||
Revenue, practical expedient, remaining performance obligation, description | The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the costs are expected to be recovered. As a practical expedient, the Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. To date, the Company has not incurred any incremental costs of obtaining a contract with a customer | |||
Description of tax benefit likely to be realized upon settlement | greater than 50% | |||
Number of operating segment | Segment | 1 | |||
Lease, practical expedients, package | true | |||
Lessee, operating lease, existence of option to extend | true | true | ||
Lessee, operating lease, option to extend | options to extend the lease when it is reasonably certain that option will be exercised | |||
Operating lease, right-of-use asset | $ 17,263,000 | $ 15,900,000 | ||
Operating lease, lease liability | 24,804,000 | $ 24,000,000 | ||
Bank Account | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash held in a separate restricted bank account | 50,000 | 50,000 | ||
Letter of Credit | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash | $ 1,000,000 | $ 1,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 26,184 | $ 11,252 | |
Restricted cash included in other long-term assets | 1,097 | 1,097 | |
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows | $ 27,281 | $ 12,349 | $ 59,537 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Useful Life of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Computer and Office Equipment | |
Property Plant And Equipment [Line Items] | |
Useful life | 3 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Useful life | 5 years |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Useful life | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Useful life | Lesser of useful life or remaining lease term |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Company's Classified Assets Measured at Fair Value on Recurring Basis (Detail) - Recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Total assets | $ 114,383 | $ 111,742 |
Money market funds | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Cash and Cash Equivalents | 3,240 | 265 |
Commercial paper | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Cash and Cash Equivalents | 4,249 | |
Marketable securities | 20,501 | |
Short-term investments | 57,453 | |
U.S. Government Agency Securities and Treasuries | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Short-term investments | 9,005 | 3,972 |
Corporate debt securities | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Cash and Cash Equivalents | 6,005 | |
Marketable securities | 71,383 | |
Short-term investments | 50,052 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Total assets | 3,240 | 2,252 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Cash and Cash Equivalents | 3,240 | 265 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Government Agency Securities and Treasuries | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Short-term investments | 1,987 | |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Total assets | 111,143 | 109,490 |
Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Cash and Cash Equivalents | 4,249 | |
Marketable securities | 20,501 | |
Short-term investments | 57,453 | |
Significant Other Observable Inputs (Level 2) | U.S. Government Agency Securities and Treasuries | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Short-term investments | 9,005 | 1,985 |
Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Cash and Cash Equivalents | 6,005 | |
Marketable securities | 71,383 | |
Short-term investments | 50,052 | |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Cash and Cash Equivalents | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Cash and Cash Equivalents | 0 | |
Marketable securities | 0 | |
Short-term investments | 0 | |
Significant Unobservable Inputs (Level 3) | U.S. Government Agency Securities and Treasuries | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Corporate debt securities | ||
Fair Value Asset Measured On Recurring Basis [Line Items] | ||
Cash and Cash Equivalents | 0 | |
Marketable securities | $ 0 | |
Short-term investments | $ 0 |
Available-for-Sale Investment_2
Available-for-Sale Investments - Summary of Available-for-Sale Securities Held (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | $ 100,777 | $ 111,542 |
Gross unrealized gains | 116 | 5 |
Gross unrealized losses | (4) | (70) |
Fair Value | 100,889 | 111,477 |
Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 20,484 | 53,549 |
Gross unrealized gains | 18 | |
Gross unrealized losses | (1) | (47) |
Fair Value | 20,501 | 53,502 |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 71,288 | 54,022 |
Gross unrealized gains | 96 | 4 |
Gross unrealized losses | (1) | (23) |
Fair Value | 71,383 | 54,003 |
U.S. government agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost | 9,005 | 3,971 |
Gross unrealized gains | 2 | 1 |
Gross unrealized losses | (2) | |
Fair Value | $ 9,005 | $ 3,972 |
Available-for-Sale Investment_3
Available-for-Sale Investments - Additional Information (Detail) $ in Millions | Dec. 31, 2019USD ($)InvestmentSecurity | Dec. 31, 2018USD ($) |
Investments Debt And Equity Securities [Abstract] | ||
Number of investments in unrealized loss position | 9 | |
Number of investments in unrealized loss position, more than twelve months | 0 | |
Aggregate fair value of securities in unrealized loss position | $ | $ 24.8 | $ 96.5 |
Number of securities with other than temporary impairment | Security | 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 648 | $ 502 |
Prepaid research and development | 11,989 | 122 |
Other prepaid | 390 | 597 |
Other current assets | 648 | 388 |
Total | $ 13,675 | $ 1,609 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 18,652 | $ 17,828 |
Less accumulated depreciation | (5,631) | (2,987) |
Property and equipment, net | 13,021 | 14,841 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7,523 | 7,111 |
Computer and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 782 | 781 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 421 | 413 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 9,514 | 9,484 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 412 | $ 39 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 2,702 | $ 2,421 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Lessor-paid tenant improvements | $ 6,600 | $ 6,600 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Payroll related | $ 2,372 | $ 2,906 |
Professional fees | 444 | 306 |
Research and development | 1,005 | 1,585 |
Other | 125 | 196 |
Total accrued expenses | $ 3,946 | $ 4,993 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | 20 Months Ended | 32 Months Ended | 145 Months Ended | |||
Jun. 30, 2019USD ($)$ / sharesshares | Apr. 30, 2018USD ($)$ / sharesshares | Jan. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)Voteshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2018shares | Dec. 31, 2019shares | Dec. 31, 2019USD ($) | |
Class Of Stock [Line Items] | ||||||||
Number of votes entitled to each share of common stock | Vote | 1 | |||||||
Cash dividends | $ | $ 0 | |||||||
Proceeds from sale of common stock, net of issuance costs | $ | $ 28,900,000 | $ 53,800,000 | $ 56,996,000 | $ 82,666,000 | ||||
Proceeds from sale of pre-funded warrants, net of issuance costs | $ | $ 22,874,000 | |||||||
Ginkgo Bioworks, Inc. | ||||||||
Class Of Stock [Line Items] | ||||||||
Proceeds from sale of common stock, net of issuance costs | $ | $ 57,000,000 | |||||||
Sale of stock, price per share | $ / shares | $ 9 | |||||||
Proceeds, net of issuance costs, from issuance of common stock and pre-funded warrants | $ | $ 79,900,000 | |||||||
Ginkgo Bioworks, Inc. | Pre-Funded Warrants | ||||||||
Class Of Stock [Line Items] | ||||||||
Warrants exercise price per share | $ / shares | $ 9 | |||||||
Warrants exercise price per share paid at closing of offering | $ / shares | $ 8.99 | |||||||
Proceeds from sale of pre-funded warrants, net of issuance costs | $ | $ 22,900,000 | |||||||
Ginkgo Bioworks, Inc. | Pre-Funded Warrants | Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Warrants to purchase shares of common stock | shares | 2,548,117 | |||||||
Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Unvested shares of common stock | shares | 586,929 | 586,929 | ||||||
Number of shares forfeited | shares | 147,617 | |||||||
Repurchase option exercisable period | 4 years | |||||||
Repurchase options share exercised | shares | 41,819 | |||||||
Sale of common stock, shares | shares | 3,280,000 | 5,899,500 | 6,340,771 | 9,179,500 | ||||
Stock sold and issued to investors, per share | $ / shares | $ 9.15 | $ 9.75 | ||||||
Common Stock | Ginkgo Bioworks, Inc. | ||||||||
Class Of Stock [Line Items] | ||||||||
Sale of common stock, shares | shares | 6,340,771 | |||||||
Pre-Funded Warrants | Ginkgo Bioworks, Inc. | Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Unbeneficial percentage of ownership after exercise of common stock outstanding effect to issuance | 19.99% |
Equity-based Compensation and_3
Equity-based Compensation and Equity Incentive Plans - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Aug. 28, 2017shares | Aug. 31, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exchange ratio of common stock | 0.5532 | |||
Weighted average grant date fair value per share of options granted to employees | $ / shares | $ 4.59 | $ 6.35 | ||
Total fair value of awards vested | $ 3,900 | $ 3,300 | ||
Employee unrecognized compensation expense | $ 6,800 | |||
Employee unrecognized compensation cost, period of recognition | 2 years 4 months 24 days | |||
Equity-based compensation expense | $ 4,134 | 4,317 | ||
Restricted Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total fair value of awards vested | 100 | $ 1,300 | ||
Employee unrecognized compensation expense | $ 1,200 | |||
Employee unrecognized compensation cost, period of recognition | 1 year 2 months 12 days | |||
Granted | shares | 585,600 | 0 | ||
Equity-based compensation expense | $ 345 | $ 956 | ||
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of discount for employees under ESPP | 15.00% | |||
Purchase price as a percentage of fair value under ESPP | 85.00% | |||
Plan 2015 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of stock option and stock purchase rights available for grant (in shares) | shares | 647,893 | |||
Percentage of shares outstanding | 5.00% | |||
2017 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of stock option and stock purchase rights available for grant (in shares) | shares | 1,753,061 | |||
2015 and 2017 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future grants | shares | 676,388 | |||
Modifications in Equity Awards | Separation of Former Chief Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | $ 700 |
Equity-based Compensation and_4
Equity-based Compensation and Equity Incentive Plans - Schedule of Weighted Average Assumption Used Black-Scholes Option-pricing Model for Stock Options Issued to Employees and Non-employees (Detail) - Employees and Nonemployees - 2015 and 2017 Plan | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years 2 months 12 days | 6 years 2 months 12 days |
Weighted-average, risk-free interest rate | 2.20% | 2.80% |
Expected volatility | 71.10% | 70.80% |
Dividend yield | 0.00% | 0.00% |
Equity-based Compensation and_5
Equity-based Compensation and Equity Incentive Plans - Schedule of Stock Option Activity Under 2015 and 2017 Plan (Detail) - 2015 and 2017 Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding Beginning balance, Number of options | 1,739,884 | |
Granted, Number of options | 1,427,030 | |
Cancelled or Forfeited, Number of options | (880,495) | |
Outstanding Ending balance, Number of options | 2,286,419 | 1,739,884 |
Number of options, Vested or expected to vest | 2,286,419 | |
Number of options, Exercisable | 845,102 | |
Beginning balance, Weighted-average price | $ 11.92 | |
Granted, Weighted-average price | 7.07 | |
Cancelled or Forfeited, Weighted-average price | 11.02 | |
Ending balance, Weighted-average price | 9.24 | $ 11.92 |
Weighted-average price Vested or expected to vest | 9.24 | |
Weighted-average price, Exercisable | $ 11.43 | |
Outstanding, weighted average remaining contractual term (Year) | 8 years 8 months 12 days | 9 years |
Weighted average remaining contractual term, Vested or expected to vest | 8 years 8 months 12 days | |
Weighted average remaining contractual term, Exercisable | 8 years 1 month 6 days | |
Cancelled or Forfeited, Aggregate Intrinsic value | $ 25 | |
Ending balance, Aggregate Intrinsic value | 43 | |
Aggregate Intrinsic value, Vested or expected to vest at December 31, 2019 | $ 43 |
Equity-based Compensation and_6
Equity-based Compensation and Equity Incentive Plans - Schedule of Restricted Common Stock Activity (Detail) - Restricted Common Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Beginning balance, Number of unvested shares/units | 118,679 | |
Granted, Number of shares/units | 585,600 | 0 |
Vested, Number of shares/units | (56,314) | |
Forfeited, Number of shares/units | (61,036) | |
Ending balance, Number of unvested shares/units | 586,929 | 118,679 |
Beginning balance, Unvested Grant date fair value | $ 13.54 | |
Granted, Grant date fair value | 2.49 | |
Vested, Grant date fair value | 13.55 | |
Forfeited, Grant date fair value | 9.19 | |
Ending balance, Unvested Grant date fair value | $ 2.97 | $ 13.54 |
Equity-based Compensation and_7
Equity-based Compensation and Equity Incentive Plans - Schedule of Equity-based Compensation Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Equity-based compensation expense | $ 4,134 | $ 4,317 |
Research and Development Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Equity-based compensation expense | 1,377 | 1,333 |
General and Administrative Expense | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Equity-based compensation expense | $ 2,757 | $ 2,984 |
Equity-based Compensation and_8
Equity-based Compensation and Equity Incentive Plans - Schedule of Equity-based Compensation Expenses by Award Type (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Equity-based compensation expense | $ 4,134 | $ 4,317 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Equity-based compensation expense | 3,789 | 3,361 |
Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Equity-based compensation expense | $ 345 | $ 956 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Detail) $ in Thousands | Sep. 27, 2018USD ($)Milestone | Jun. 30, 2019USD ($)shares | Apr. 30, 2018shares | Jan. 31, 2018shares | May 31, 2017USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($)shares | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Feb. 28, 2019USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Recognition of revenue | $ 1,231 | $ 305 | $ 350 | $ 338 | $ 111 | $ 1,801 | $ 254 | $ 354 | $ 2,224 | $ 2,520 | |||||||
Current deferred revenue | 544 | $ 268 | $ 544 | $ 268 | |||||||||||||
Common Stock | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Number of shares sold | shares | 3,280,000 | 5,899,500 | 6,340,771 | 9,179,500 | |||||||||||||
Ginkgo Collaboration | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Prepayment to related party for collaboration agreement | $ 30,000 | ||||||||||||||||
Related party transaction collaboration agreement, initial term | 5 years | ||||||||||||||||
Ginkgo Collaboration | Pre-Funded Warrants | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Warrants to purchase shares of common stock | shares | 2,548,117 | 2,548,117 | |||||||||||||||
Ginkgo Collaboration | Common Stock | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Number of shares sold | shares | 6,340,771 | ||||||||||||||||
AbbVie Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Number of mile stone payments under second phase | Milestone | 2 | ||||||||||||||||
Initial milestone payment upon execution of amendment | $ 2,000 | ||||||||||||||||
Increase in transaction price of performance obligation of second phase | $ 2,000 | ||||||||||||||||
Cumulative catch-up adjustment to revenue, contract modification | $ 1,800 | ||||||||||||||||
Remaining milestone achieved | $ 2,500 | ||||||||||||||||
Recognition of revenue | $ 2,200 | $ 2,500 | |||||||||||||||
Current deferred revenue | $ 500 | 500 | |||||||||||||||
AbbVie Agreement | IBDCo | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Upfront non-refundable payment | $ 2,000 | ||||||||||||||||
Potential milestone payment | $ 16,500 | ||||||||||||||||
Collaboration in research and development | 54 months | ||||||||||||||||
Milestone payment | $ 2,000 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Computation of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||||||||||
Net loss | $ (12,798) | $ (13,285) | $ (12,344) | $ (12,946) | $ (11,931) | $ (10,748) | $ (14,591) | $ (11,165) | $ (51,373) | $ (48,435) |
Denominator: | ||||||||||
Weighted-average common shares outstanding - basic and diluted | 30,284,068 | 23,882,685 | ||||||||
Net loss per share - basic and diluted | $ (0.37) | $ (0.39) | $ (0.45) | $ (0.51) | $ (0.47) | $ (0.43) | $ (0.59) | $ (0.55) | $ (1.70) | $ (2.03) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Potentially Common Shares Excluded from Calculation of Net Loss Per share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Unvested Restricted Common Stock Awards | ||
Potentially Common Shares Excluded from Calculation of Net Loss Per share | 586,929 | 118,679 |
Stock Options | ||
Potentially Common Shares Excluded from Calculation of Net Loss Per share | 2,286,419 | 1,739,884 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Line Items] | |||
Income tax benefits for the net operating losses | $ 0 | $ 0 | |
Valuation allowance | $ 53,834,000 | 40,290,000 | $ 26,515,000 |
Description of tax benefit likely to be realized upon settlement | greater than 50% | ||
Unrecognized tax benefits | $ 0 | ||
Income tax examination description | In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. Tax years from 2016 to the present are open to examination under the statute. | ||
Interest or penalties accrued | $ 0 | 0 | |
Federal | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | 172,900,000 | 125,500,000 | |
Net operating loss carryforwards subject to expiration | 79,400,000 | ||
Net operating loss carryforwards not subject to expiration | $ 93,500,000 | ||
Net operating loss carryforwards expiration year | 2034 | ||
Federal | Research and Development. | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards | $ 2,500,000 | ||
State | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | $ 159,000,000 | $ 109,400,000 | |
Net operating loss carryforwards expiration year | 2029 | ||
State | Research and Development. | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards | $ 1,800,000 |
Income Taxes - Schedule of Temp
Income Taxes - Schedule of Temporary Differences Between Basis of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 46,362 | $ 33,275 | |
Tax credit carryforwards | 4,262 | 4,365 | |
Accrued expenses | 37 | 103 | |
Deferred rent | 2,209 | ||
Lease liabilities | 6,776 | ||
Equity compensation | 1,481 | 784 | |
Amortizable intangibles | 1,214 | 1,339 | |
Other | 138 | 78 | |
Gross deferred tax assets | 60,270 | 42,153 | |
Deferred tax liabilities: | |||
Property and equipment | (1,720) | (1,863) | |
Right of use assets | (4,716) | ||
Gross deferred tax liabilities | (6,436) | (1,863) | |
Valuation allowance | $ (53,834) | $ (40,290) | $ (26,515) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Company's Effective Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21.00% | 21.00% |
State income taxes, net of federal benefit, Tax Rate | 6.00% | 6.00% |
Other permanent differences, Tax Rate | (1.00%) | (1.00%) |
Tax credits, Tax Rate | 0.00% | 3.00% |
Other items, Tax Rate | 0.00% | (1.00%) |
Net change in valuation allowance, Tax Rate | (26.00%) | (28.00%) |
Income Taxes - Schedule of Valu
Income Taxes - Schedule of Valuation Allowance - (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ (40,290) | $ (26,515) |
Increase in valuation allowance | (13,544) | (13,775) |
Balance at end of year | $ (53,834) | $ (40,290) |
Leases - Additional Information
Leases - Additional Information (Detail) | Dec. 07, 2018USD ($)ft² | Jul. 31, 2017USD ($)ft² | Dec. 31, 2019USD ($) |
Lessee Lease Description [Line Items] | |||
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 | $ 2,900,000 | ||
Letter of credit | $ 1,000,000 | ||
Lessee, operating lease, existence of option to extend | true | true | |
Renewal term of lease | 5 years | ||
Lessee, operating lease, existence of option to terminate | true | ||
Agreement expiration date | Dec. 31, 2022 | ||
Cash paid included in operating cash flows | $ 3,700,000 | ||
Total right-of-use asset for finance leases | $ 900,000 | ||
Master Services Agreement | Azzur Group, LLC | |||
Lessee Lease Description [Line Items] | |||
Access and use of space under agreement | ft² | 700 | ||
Term of agreement | 44 months | ||
Term of prior terminate written notice | 4 months | ||
Maximum | |||
Lessee Lease Description [Line Items] | |||
Tenant improvement investment | $ 6,600,000 | ||
Estimated project costs | $ 4,800,000 |
Leases - Components of Lease Co
Leases - Components of Lease Cost for Operating and Finance Leases (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating leases | |
Operating lease cost | $ 3,344 |
Short-term lease cost | 330 |
Variable lease cost | 1,092 |
Operating and variable lease cost | 4,766 |
Finance leases | |
Depreciation on finance leases | 188 |
Interest on finance leases | 21 |
Finance lease cost | 209 |
Total lease cost | $ 4,975 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Weighted Average Discount Rate for Operating and Finance Leases (Detail) | Dec. 31, 2019 |
Leases [Abstract] | |
Operating Lease, Weighted average discount rate | 8.00% |
Operating Lease, Weighted average remaining lease term (years) | 8 years 2 months 12 days |
Finance Leases, Weighted average discount rate | 6.10% |
Finance Leases, Weighted average remaining lease term (years) | 9 months 18 days |
Leases - Summary of Maturity of
Leases - Summary of Maturity of Lease Liabilities for Operating and Finance Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Leases | |||
2020 | $ 3,892 | ||
2021 | 4,236 | ||
2022 | 4,389 | ||
2023 | 3,574 | ||
2024 | 3,681 | ||
Thereafter | 14,386 | ||
Total lease payments | 34,158 | ||
Less: imputed interest | 9,354 | ||
Total lease liabilities | 24,804 | $ 24,000 | |
Current lease liabilities | 2,000 | ||
Long-term lease liabilities | 22,804 | ||
Finance Leases | |||
2020 | 214 | ||
2021 | 2 | ||
Total lease payments | 216 | ||
Less: imputed interest | 6 | ||
Total lease liabilities | 210 | ||
Current lease liabilities | 208 | $ 266 | |
Long-term lease liabilities | $ 2 | $ 210 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | |
Eligible employees to contribute to 401(k) plan | 50.00% |
Employee contribution | 4.00% |
Maximum matching contributions as a percentage of eligible compensation | 2.00% |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - Ginkgo Bioworks, Inc. - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Prepayment to related party for collaboration agreement | $ 30 | |
Related party transaction collaboration agreement, initial term | 5 years | |
Current Pre-Paid Research and Development | $ 11.5 | |
Non Current Pre-Paid Research and Development | 15.7 | |
Prepaid research and development expenses | $ 2.8 |
Selected Quarterly Data (unau_3
Selected Quarterly Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Revenue | $ 1,231 | $ 305 | $ 350 | $ 338 | $ 111 | $ 1,801 | $ 254 | $ 354 | $ 2,224 | $ 2,520 |
Operating expenses | 14,710 | 14,443 | 13,445 | 14,035 | 12,819 | 13,335 | 15,606 | 11,990 | 56,633 | 53,750 |
Loss from operations | (13,479) | (14,138) | (13,095) | (13,697) | (12,708) | (11,534) | (15,352) | (11,636) | (54,409) | (51,230) |
Net loss | $ (12,798) | $ (13,285) | $ (12,344) | $ (12,946) | $ (11,931) | $ (10,748) | $ (14,591) | $ (11,165) | $ (51,373) | $ (48,435) |
Net loss per share - basic and diluted | $ (0.37) | $ (0.39) | $ (0.45) | $ (0.51) | $ (0.47) | $ (0.43) | $ (0.59) | $ (0.55) | $ (1.70) | $ (2.03) |