Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 31, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ANNX | |
Entity Registrant Name | Annexon, Inc. | |
Entity Central Index Key | 0001528115 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-39402 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-5414423 | |
Entity Address, Address Line One | 180 Kimball Way | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 822-5500 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,148,090 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 124,761 | $ 43,931 |
Prepaid expenses and other current assets | 907 | 1,475 |
Total current assets | 125,668 | 45,406 |
Property and equipment, less accumulated depreciation of $1,566 and $1,304 as of June 30, 2020 and December 2019, respectively | 2,048 | 2,138 |
Other long-term assets | 3,371 | 2,354 |
Total assets | 131,087 | 49,898 |
Current liabilities: | ||
Accounts payable | 3,064 | 2,371 |
Accrued liabilities | 9,218 | 2,194 |
Deferred rent, current | 378 | 366 |
Total current liabilities | 12,660 | 4,931 |
Deferred rent | 1,247 | 1,437 |
Total liabilities | 13,907 | 6,368 |
Commitments and contingencies (Note 5) | ||
Stockholders' Deficit: | ||
Common stock, $0.001 par value; 239,100,000 and 150,000,000 shares authorized as of June 30, 2020 and December 31, 2019, respectively; 433,749 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 4 | 4 |
Additional paid-in capital | 9,365 | 2,202 |
Accumulated other comprehensive loss | (82) | (80) |
Accumulated deficit | (127,161) | (102,580) |
Total stockholders' deficit | (117,874) | (100,454) |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | 131,087 | 49,898 |
Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock, $0.001 par value, 183,467,924 and 119,155,472 shares authorized as of June 30, 2020 and December 31, 2019, respectively; 183,467,924 and 111,748,065 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively; liquidation preference of $239,814 and $137,814 as of June 30, 2020 and December 31, 2019, respectively | $ 235,054 | $ 143,984 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accumulated depreciation on propoerty plant and equipment | $ 1,566 | $ 1,304 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 239,100,000 | 150,000,000 |
Common Stock, Shares Issued | 433,749 | 433,749 |
Common Stock, Shares Outstanding | 433,749 | 433,749 |
Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity, Par Value Per Share | $ 0.001 | $ 0.001 |
Temporary Equity, Shares Authorized | 183,467,924 | 119,155,472 |
Temporary Equity, Shares Issued | 183,467,924 | 111,748,065 |
Temporary Equity, Shares Outstanding | 183,467,924 | 111,748,065 |
Temporary Equity, Liquidation Preference | $ 239,814 | $ 137,814 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating expenses: | ||||
Research and development | $ 9,287 | $ 5,987 | $ 19,504 | $ 10,640 |
General and administrative | 2,950 | 2,230 | 5,189 | 3,679 |
Total operating expenses | 12,237 | 8,217 | 24,693 | 14,319 |
Loss from operations | (12,237) | (8,217) | (24,693) | (14,319) |
Loss on remeasurement of redeemable convertible preferred stock liability | (1,560) | (4,330) | ||
Other income, net | 1 | 376 | 116 | 597 |
Net loss before taxes | (12,236) | (9,401) | (24,577) | (18,052) |
Provision for income taxes | 4 | 4 | 1 | |
Net loss | (12,240) | (9,401) | (24,581) | (18,053) |
Accretion on redeemable convertible preferred stock | 281 | 272 | 560 | 534 |
Net loss attributable to common stockholders | $ (12,521) | $ (9,673) | $ (25,141) | $ (18,587) |
Net loss per share attributable to common stockholders, basic and diluted | $ (28.87) | $ (22.30) | $ (57.96) | $ (42.90) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 433,749 | 433,749 | 433,749 | 433,232 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net loss | $ (12,240) | $ (9,401) | $ (24,581) | $ (18,053) |
Other comprehensive gain (loss): | ||||
Foreign currency translation adjustment | 9 | (4) | (2) | (10) |
Comprehensive loss | $ (12,231) | $ (9,405) | $ (24,583) | $ (18,063) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning Balance, Shares at Dec. 31, 2018 | 89,525,848 | |||||
Beginning Balance, Values at Dec. 31, 2018 | $ 102,082 | |||||
Beginning Balance, Shares at Dec. 31, 2018 | 432,309 | |||||
Beginning Balance, Values at Dec. 31, 2018 | $ (64,202) | $ 4 | $ 1,257 | $ (66) | $ (65,397) | |
Accretion on redeemable convertible preferred stock | $ 262 | |||||
Accretion on redeemable convertible preferred stock | (262) | (262) | ||||
Stock option exercises, Shares | 1,440 | |||||
Stock option exercises, Values | 3 | 3 | ||||
Stock-based compensation | 466 | 466 | ||||
Foreign currency translation adjustment | (6) | (6) | ||||
Net loss | (8,652) | (8,652) | ||||
Ending Balance, Shares at Mar. 31, 2019 | 89,525,848 | |||||
Ending Balance, Values at Mar. 31, 2019 | $ 102,344 | |||||
Ending Balance, Shares at Mar. 31, 2019 | 433,749 | |||||
Ending Balance, Values at Mar. 31, 2019 | (72,653) | $ 4 | 1,464 | (72) | (74,049) | |
Beginning Balance, Shares at Dec. 31, 2018 | 89,525,848 | |||||
Beginning Balance, Values at Dec. 31, 2018 | $ 102,082 | |||||
Beginning Balance, Shares at Dec. 31, 2018 | 432,309 | |||||
Beginning Balance, Values at Dec. 31, 2018 | (64,202) | $ 4 | 1,257 | (66) | (65,397) | |
Foreign currency translation adjustment | (10) | |||||
Net loss | (18,053) | |||||
Ending Balance, Shares at Jun. 30, 2019 | 89,525,848 | |||||
Ending Balance, Values at Jun. 30, 2019 | $ 102,616 | |||||
Ending Balance, Shares at Jun. 30, 2019 | 433,749 | |||||
Ending Balance, Values at Jun. 30, 2019 | (81,893) | $ 4 | 1,629 | (76) | (83,450) | |
Beginning Balance, Shares at Mar. 31, 2019 | 89,525,848 | |||||
Beginning Balance, Values at Mar. 31, 2019 | $ 102,344 | |||||
Beginning Balance, Shares at Mar. 31, 2019 | 433,749 | |||||
Beginning Balance, Values at Mar. 31, 2019 | (72,653) | $ 4 | 1,464 | (72) | (74,049) | |
Accretion on redeemable convertible preferred stock | $ 272 | |||||
Accretion on redeemable convertible preferred stock | (272) | (272) | ||||
Stock-based compensation | 437 | 437 | ||||
Foreign currency translation adjustment | (4) | (4) | ||||
Net loss | (9,401) | (9,401) | ||||
Ending Balance, Shares at Jun. 30, 2019 | 89,525,848 | |||||
Ending Balance, Values at Jun. 30, 2019 | $ 102,616 | |||||
Ending Balance, Shares at Jun. 30, 2019 | 433,749 | |||||
Ending Balance, Values at Jun. 30, 2019 | (81,893) | $ 4 | 1,629 | (76) | (83,450) | |
Beginning Balance, Shares at Dec. 31, 2019 | 111,748,065 | |||||
Beginning Balance, Values at Dec. 31, 2019 | $ 143,984 | |||||
Beginning Balance, Shares at Dec. 31, 2019 | 433,749 | |||||
Beginning Balance, Values at Dec. 31, 2019 | (100,454) | $ 4 | 2,202 | (80) | (102,580) | |
Accretion on redeemable convertible preferred stock | $ 279 | |||||
Accretion on redeemable convertible preferred stock | (279) | (279) | ||||
Stock-based compensation | 663 | 663 | ||||
Foreign currency translation adjustment | (11) | (11) | ||||
Net loss | (12,341) | (12,341) | ||||
Ending Balance, Shares at Mar. 31, 2020 | 111,748,065 | |||||
Ending Balance, Values at Mar. 31, 2020 | $ 144,263 | |||||
Ending Balance, Shares at Mar. 31, 2020 | 433,749 | |||||
Ending Balance, Values at Mar. 31, 2020 | (112,422) | $ 4 | 2,586 | (91) | (114,921) | |
Beginning Balance, Shares at Dec. 31, 2019 | 111,748,065 | |||||
Beginning Balance, Values at Dec. 31, 2019 | $ 143,984 | |||||
Beginning Balance, Shares at Dec. 31, 2019 | 433,749 | |||||
Beginning Balance, Values at Dec. 31, 2019 | (100,454) | $ 4 | 2,202 | (80) | (102,580) | |
Beneficial conversion feature on Series D redeemable convertible preferred stock | $ 6,297 | |||||
Stock option exercises, Shares | 0 | |||||
Foreign currency translation adjustment | $ (2) | |||||
Net loss | (24,581) | |||||
Ending Balance, Shares at Jun. 30, 2020 | 183,467,924 | |||||
Ending Balance, Values at Jun. 30, 2020 | $ 235,054 | |||||
Ending Balance, Shares at Jun. 30, 2020 | 433,749 | |||||
Ending Balance, Values at Jun. 30, 2020 | (117,874) | $ 4 | 9,365 | (82) | (127,161) | |
Beginning Balance, Shares at Mar. 31, 2020 | 111,748,065 | |||||
Beginning Balance, Values at Mar. 31, 2020 | $ 144,263 | |||||
Beginning Balance, Shares at Mar. 31, 2020 | 433,749 | |||||
Beginning Balance, Values at Mar. 31, 2020 | (112,422) | $ 4 | 2,586 | (91) | (114,921) | |
Issuance of Series D redeemable convertible preferred stock, net of issuance costs of $5,193, Shares | 71,719,859 | |||||
Issuance of Series D redeemable convertible preferred stock, net of issuance costs of $5,193, Values | $ 96,807 | |||||
Beneficial conversion feature on Series D redeemable convertible preferred stock | (6,297) | |||||
Beneficial conversion feature on Series D redeemable convertible preferred stock | 6,297 | 6,297 | ||||
Accretion on redeemable convertible preferred stock | $ 281 | |||||
Accretion on redeemable convertible preferred stock | (281) | (281) | ||||
Stock-based compensation | 763 | 763 | ||||
Foreign currency translation adjustment | 9 | 9 | ||||
Net loss | (12,240) | (12,240) | ||||
Ending Balance, Shares at Jun. 30, 2020 | 183,467,924 | |||||
Ending Balance, Values at Jun. 30, 2020 | $ 235,054 | |||||
Ending Balance, Shares at Jun. 30, 2020 | 433,749 | |||||
Ending Balance, Values at Jun. 30, 2020 | $ (117,874) | $ 4 | $ 9,365 | $ (82) | $ (127,161) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | |
Payments of stock issuance costs | $ 890 | ||
Series D Redeemable Convertible Preferred Stock | |||
Payments of stock issuance costs | $ 5,200 | $ 5,193 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities: | ||
Net loss | $ (24,581) | $ (18,053) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 262 | 236 |
Stock-based compensation | 1,426 | 903 |
Change in fair value of redeemable convertible preferred stock liability | 4,330 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 568 | (496) |
Other long-term assets | 44 | |
Accounts payable | 787 | 893 |
Accrued liabilities | 1,425 | (346) |
Deferred rent | (178) | (166) |
Net cash used in operating activities | (20,247) | (12,699) |
Investing activities: | ||
Purchases of property and equipment | (16) | (18) |
Net cash used in investing activities | (16) | (18) |
Financing activities: | ||
Proceeds from the exercise common stock options | 3 | |
Proceeds from Paycheck Protection Program loan | 500 | |
Repayments of Paycheck Protection Program loan | (500) | |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 101,985 | |
Payment of deferred offering costs | (890) | |
Net cash provided by financing activities | 101,095 | 3 |
Net increase (decrease) in cash and cash equivalents | 80,832 | (12,714) |
Effect of exchange rate changes on cash and cash equivalents | (2) | (10) |
Cash and cash equivalents at beginning of period | 43,931 | 44,175 |
Cash and cash equivalents at end of period | 124,761 | 31,451 |
Non-cash investing and financing activities: | ||
Accretion on redeemable convertible preferred stock | 560 | $ 534 |
Deferred offering costs included in accounts payable and accrued liabilities | 171 | |
Purchase of property and equipment included in accounts payable | 156 | |
Beneficial conversion feature recognized upon issuance of redeemable convertible preferred stock | 6,297 | |
Issuance costs of redeemable convertible preferred stock included in accounts payable and accrued liabilities | $ 5,178 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization | 1. Organization Annexon, Inc., or the Company, is a clinical-stage biopharmaceutical company targeting C1q and initiating molecules of the classical complement pathway to develop transformative therapies for autoimmune and neurodegenerative disorders of the body, brain and eye. The Company is located in South San Francisco, California and was incorporated in Delaware in March 2011. The Company’s wholly-owned subsidiary, Annexon Biosciences Australia Pty Ltd, or the Subsidiary, is a proprietary limited company incorporated in 2016 and domiciled in Australia. The Subsidiary is also engaged in research and development activities in support of its parent company. Initial Public Offering On July 23, 2020, the Company’s registration statement on Form S-1 The condensed consolidated financial statements as of June 30, 2020, including share and per share amounts, do not give effect to the IPO as it closed subsequent to June 30, 2020. Liquidity Since inception, the Company has been involved primarily in performing research and development activities, conducting clinical trials, hiring personnel, and raising capital to support and expand these activities. The Company has experienced losses and negative cash flows from operations since its inception and, as of June 30, 2020, had an accumulated deficit of $127.2 million and cash and cash equivalents of $124.8 million. The Company has historically funded its operations through the issuance of shares of its redeemable convertible preferred stock. Based on projected activities, management projects that cash on hand and the proceeds from the IPO are sufficient to support operations for at least the next 12 months following issuance of these condensed consolidated financial statements. Management expects to continue to incur losses and negative cash flows from operations for at least the next several years. |
Basis Of Presentation And Signi
Basis Of Presentation And Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP, and applicable rules and regulations of the SEC regarding interim financial reporting. The interim condensed consolidated balance sheet as of June 30, 2020, the interim condensed consolidated statements of operations, comprehensive loss, changes in redeemable convertible preferred stock and stockholders’ deficit for the three and six months ended June 30, 2020 and 2019 and the condensed consolidated statements of cash flows for the six months ended June 30, 2020 and 2019 are unaudited. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position as of June 30, 2020 and its results of operations and cash flows for the six months ended June 30, 2020 and 2019. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three- and six-month S-1 No. 333-239647), Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including but not limited to the fair value of common stock, redeemable convertible preferred stock, redeemable convertible preferred stock liability, stock options, income taxes and certain accruals. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the operations of Annexon, Inc. and its wholly-owned subsidiary and include the results of operations and cash flows of these entities. All intercompany balances and transactions have been eliminated in consolidation. Deferred Offering Costs Deferred offering costs, consisting of legal, accounting, audit and filing fees relating to an IPO, are capitalized. The deferred offering costs will be offset against offering proceeds upon the completion of the offering. In the event the offering is terminated or delayed, deferred offering costs will be expensed. As of June 30, 2020 and December 31, 2019, $3.3 million and $2.3 million, respectively, of deferred offering costs were capitalized, which are included in other long-term assets in the accompanying consolidated balance sheets. In July 2020, upon the closing of the IPO, all deferred costs were offset against the Company’s IPO proceeds. Redeemable Convertible Preferred Stock Liability The obligation to issue additional shares of the Company’s Series C redeemable convertible preferred stock at a future date was determined to be a freestanding financial instrument that should be accounted for as a liability. At initial recognition, the Company recorded the redeemable convertible preferred stock liability on the balance sheet at its estimated fair value. The liability is subject to remeasurement at each balance sheet date, with changes in fair value recognized as gain (loss) on remeasurement of redeemable convertible preferred stock liability on the consolidated statement of operations. Upon settlement of the redeemable convertible preferred stock liability in August 2019, the Company remeasured the liability and reclassified the final value associated with the redeemable convertible preferred stock liability to the carrying value of the Series C redeemable convertible preferred stock. Foreign Currencies The Company’s reporting currency is the U.S. dollar. The functional currency of the Company’s subsidiary located in Australia is the Australian Dollar. Balance sheets prepared in the functional currencies are translated to the reporting currency at exchange rates in effect at the end of the accounting period, except for stockholders’ equity accounts, which are translated at rates in effect when these balances were originally recorded. Revenue and expense accounts are translated using a weighted-average rate during the year. The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. Foreign exchange translation gain (loss) for the three and six months ended June 30, 2020 and 2019 were not material. Gains and losses resulting from exchange rate changes on transactions denominated in a currency other than the local currency are included in earnings as incurred. Research and Development Expense Research and development expenses consist primarily of direct and indirect costs incurred for the development of the Company’s product candidates. Direct expenses include (i) preclinical and clinical outside service costs associated with discovery, preclinical and clinical testing of the Company’s product candidates; (ii) professional services agreements with third-party contract organizations, investigative clinical trial sites and consultants that conduct research and development activities on the Company’s behalf; (iii) contract manufacturing costs to produce clinical trial materials; and (iv) laboratory supplies and materials. Indirect expenses include (A) compensation and personnel-related expenses (including stock-based compensation), (B) allocated expenses for facilities and depreciation; and (C) other indirect costs. Research and development costs are expensed as incurred. Payments made to third parties are under agreements that are generally cancelable by the Company. Advance payments for research and development activities are deferred as prepaid expenses. The prepaid amounts are expensed as the related services are performed. The Company estimates preclinical studies and clinical trial expenses based on the services performed pursuant to contracts with research institutions and clinical research organizations that conduct and manage preclinical studies and clinical trials on the Company’s behalf. In accruing service fees, the Company estimates the period over which services will be performed and the level of effort to be expended in each period. These estimates are based on the Company’s communications with the third-party service providers and on information available at each balance sheet date. If the actual timing of the performance of services or the level of effort varies significantly from the estimate, the Company will adjust the accrual accordingly to reflect the best information available at the time of the financial statement issuance. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception. Stock-Based Compensation The Company accounts for stock-based compensation arrangements using a fair value method which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options. The fair value method requires the Company to estimate the fair value of stock-based payment awards to employees on the date of grant using the Black-Scholes option pricing model. The Company grants certain employees performance-based stock options. For awards that include performance conditions, no compensation cost is recognized until the performance goals are probable of being met, at which time the cumulative compensation expense from the service inception date would be recognized. Stock-based compensation costs are based on the fair value of the underlying option calculated using the Black-Scholes option pricing model and recognized as expense on a straight-line basis (for all but performance based awards for which the accelerated method is used) over the requisite service period, which is the vesting period. Determining the appropriate fair value model and related assumptions requires judgment, including estimating the fair value of the underlying common stock, expected term, expected stock price volatility, risk-free interest rate and dividend yield. The Company accounts for forfeitures as they occur. Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive shares of common stock. As the Company was in a loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders because the effects of potentially dilutive securities are antidilutive. Recently Adopted Accounting Pronouncements In June 2018, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), , Leases right-of-use No. 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) No. 2020-05 COVID-19 No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842), 2016-02) 2019-10. No. 2020-05, In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: • Level 2 Inputs: • Level 3 Inputs: On a recurring basis, the Company measures certain financial assets and liabilities at fair value. The following tables summarize the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): June 30, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 124,171 $ — $ — $ 124,171 Total assets $ 124,171 $ — $ — $ 124,171 December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 43,621 $ — $ — $ 43,621 Total assets $ 43,621 $ — $ — $ 43,621 The Company has an operating account invested in money market funds with maturities of less than three months and is classified as cash and cash equivalents on the Company’s condensed consolidated balance sheet. The money market funds are valued using Level 1 inputs that are based on quoted prices in active markets for identical assets. For the three months ended June 30, 2020 and 2019 and for the six months ended June 30, 2020 and 2019, the Company recognized no material realized gains or losses on financial instruments. The Company’s Level 3 liabilities include the redeemable convertible preferred stock liability which was settled in August 2019 upon the completion of the second closing of the Company’s Series C redeemable convertible preferred stock financing. The liability was remeasured at June 30, 2019 using a probability-weighted expected return method, or PWERM, whereby the Company’s total equity value was estimated under various exit scenarios and allocated to the Company’s different classes of equity. The PWERM included two scenarios, IPO or staying private, that considered an estimate of the timing of each scenario and were weighted based on the Company’s estimate of the probability of each event occurring. The equity value under the IPO scenario was based on recent IPO values of comparable companies and weighted 40%. The equity value under the staying private scenario was based on the recent Series C redeemable convertible preferred stock financing and was weighted 60%. The liability was remeasured to its fair value of $9.5 million as of June 30, 2019. The Company recorded a loss of $1.6 million and $4.3 million in the condensed consolidated statements of operations for the three and six months ended June 30, 2019, respectively, for the change in the fair value of the liability. The changes in the carrying value of the liability were as follows (in thousands): Fair value as of December 31, 2018 $ 5,140 Change in fair value 4,330 Fair value as of June 30, 2019 $ 9,470 There were no transfers between Levels 1, 2 or 3 for the periods presented. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Balance Sheet Components [Abstract] | |
Balance Sheet Component | 4. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): June 30, 2020 December 31, Prepaid research and development costs $ 333 $ 1,086 Prepaid expenses 574 310 Other receivables — 79 Total prepaid expenses and other current assets $ 907 $ 1,475 Accrued Liabilities Accrued liabilities consisted of the following (in thousands): June 30, 2020 December 31, Accrued commission related to issuance of redeemable convertible preferred stock $ 5,055 $ — Accrued research and development expenses 1,610 459 Accrued professional services 1,002 733 Accrued compensation 904 926 Other accrued expenses 647 76 Total accrued liabilities $ 9,218 $ 2,194 |
Promissory Note
Promissory Note | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Promissory Note | 5. Promissory Note Pursuant to the Coronavirus Aid, Relief, and Economic Security Act, the Company obtained a $0.5 million promissory note from the U.S. Small Business Administration on April 21, 2020, which was repaid in full on May 1, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Leases The Company leases its offices and laboratory in South San Francisco, California under a 7-year 5-year non-cancelable Rent expense for each of the three months ended June 30, 2020 and 2019 was $88,000. Rent expense for each of the six months ended June 30, 2020 and 2019 was $176,000. License and Other Agreements In November 2011, the Company entered into an exclusive licensing agreement, or the Stanford Agreement, with The Board of Trustees of the Leland Stanford Junior University, or Stanford, whereby the Company was granted an exclusive, worldwide, royalty-bearing, sublicensable license, under certain patent rights, or the Licensed Patents, to make, use, offer for sale, sell, import and otherwise commercialize products covered by the Licensed Patents for human or animal diseases, disorders or conditions. Under the Stanford Agreement, the Company made an upfront payment and is obligated to pay Stanford annual license maintenance fees, potential future milestone payments totaling up to $600,000, and royalty payments at a rate equal to a low single-digit percentage of worldwide net sales of licensed products. In December 2016, the Company entered into a Sponsored Research Agreement with a not-for-profit The Company received $190,000 representing the final amount received under the Sponsored Research Agreement, which was recorded as other income for the three and six months ended June 30, 2019. No funding was received for the three and six months ended June 30, 2020. Guarantees and Indemnifications In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. As of June 30, 2020, the Company did not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholder's Deficit | 6 Months Ended |
Jun. 30, 2020 | |
Temporary Equity [Abstract] | |
Redeemable Convertible Preferred Stock and Stockholder's Deficit | 7. Redeemable Convertible Preferred Stock and Stockholder’s Deficit Redeemable Convertible Preferred Stock As of June 30, 2020, redeemable convertible preferred stock consisted of the following: Shares Shares Net Carrying Liquidation Series A 1,015,434 1,015,434 $ 1,000 $ 1,000 Series A-1 16,398,995 16,398,995 17,149 17,219 Series B 38,778,090 38,778,090 44,518 44,595 Series C 55,555,546 55,555,546 81,877 75,000 Series D 71,719,859 71,719,859 90,510 102,000 Total 183,467,924 183,467,924 $ 235,054 $ 239,814 As of December 31, 2019, redeemable convertible preferred stock consisted of the following: Shares Shares Net Carrying Liquidation Series A 1,015,434 1,015,434 $ 1,000 $ 1,000 Series A-1 16,398,995 16,398,995 17,144 17,219 Series B 38,778,091 38,778,090 44,505 44,595 Series C 62,962,952 55,555,546 81,335 75,000 Total 119,155,472 111,748,065 $ 143,984 $ 137,814 In June 2020, the Company completed its financing of Series D redeemable convertible preferred stock, which resulted in the Company issuing 71,719,859 shares of Series D redeemable convertible preferred stock, including 9,773,587 shares issued to related parties who were 10% or greater holders of the Company, at a price per share of $1.4222 for aggregate proceeds of $96.8 million, net of issuance costs of $5.2 million. The shares of Series D redeemable convertible preferred stock are convertible at any time, at the holders’ option, into shares of common stock. In connection with the issuance and sale of the Series D redeemable convertible preferred stock, the Company recognized a beneficial conversion feature of approximately $6.3 million. A beneficial conversion feature represents the intrinsic value of the conversion feature, as determined by comparing the effective conversion price at the commitment date with the estimated fair value of the Company’s common stock. The beneficial conversion feature was recorded in additional paid-in capital as of June 30, 2020 resulting in a discount to the carrying value of the Series D redeemable convertible preferred stock. The Company has presented all of its Series A, Series A-1, A-1, In July 2020, immediately prior to the completion of the IPO (see Note 1), all outstanding shares of redeemable convertible preferred stock were automatically converted into 20,824,938 shares of common stock. Common Stock The Company has reserved the following shares of common stock for issuance as follows: June 30, 2020 December 31, Redeemable convertible preferred stock outstanding on an as-converted 20,824,938 12,684,214 Options issued and outstanding 3,026,480 2,007,222 Options available for future grant 376,894 454,110 Total common stock reserved 24,228,312 15,145,546 |
Equity Incentive Plan
Equity Incentive Plan | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plan | 8. Equity Incentive Plan Stock option activity under the Plan was as follows: Shares Number of Weighted- Weighted- Aggregate Balances as of December 31, 2019 454,110 2,007,222 $ 4.91 8.26 $ 21,623 Additional shares authorized 942,042 — Stock options granted (1,021,898 ) 1,021,898 13.39 Stock options cancelled 2,640 (2,640 ) 4.67 Balances as of June 30, 2020 376,894 3,026,480 $ 7.77 8.50 $ 16,828 Exercisable as of June 30, 2020 1,032,734 $ 3.39 6.87 $ 10,236 No options were exercised during the six months ended June 30, 2020. The total intrinsic value of options exercised during each of the three and six months ended June 30, 2019 was $8,000. The intrinsic value is the difference between the estimated fair value of the Company’s common stock at the time of exercise, as determined by the Board of Directors, and the exercise price of the stock option. Stock-Based Compensation Expense The total stock-based compensation expense recognized for options granted was as follows (in thousands): Three Months Ended Six Months Ended June 30, 2020 2019 2020 2019 Research and development $ 335 $ 135 $ 660 $ 232 General and administrative 428 302 766 671 Total stock-based compensation expense $ 763 $ 437 $ 1,426 $ 903 As of June 30, 2020, the total unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $15.4 million, which the Company expects to recognize over an estimated weighted-average period of 3.2 years. To determine the value of stock option awards for stock-based compensation purposes, the Company uses the Black-Scholes option pricing model and the assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment. Expected Term mid-point Expected Volatility Risk-Free Interest Rate Dividend Yield Fair Value of Common Stock The fair value of each award issued was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Expected term (in years) 5.00 – 6.08 6.02 – 6.08 5.00 – 6.08 6.02 – 6.08 Expected volatility 85% 76% 85% 76% – 77% Risk-free interest rate 0.33% – 0.45% 1.87% – 2.20% 0.33% – 1.45% 1.87% – 2.61% Dividend yield — — — — |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes For the six months ended June 30, 2019 and 2020, the Company incurred insignificant amounts for an income tax provision. The U.S. federal and California deferred tax assets generated from the Company’s net operating losses have been fully reserved, as the Company believes it is not more likely than not that the benefit will be realized. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 10. Net Loss Per Share Attributable to Common Stockholders The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Redeemable convertible preferred stock on an as-converted 20,824,938 10,161,828 20,824,938 10,161,828 Stock options to purchase common stock 3,026,480 2,109,906 3,026,480 2,109,906 Total 23,851,418 12,271,734 23,851,418 12,271,734 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Reverse Stock Split In July 2020, the Company’s board of directors approved an amendment to the Company’s certificate of incorporation to effect a reverse split of shares of the Company’s common stock on a one-for-8.81 Initial Public Offering In July 2020, the Company completed an initial public offering of its common stock. As part of the IPO, the Company issued and sold 14,750,000 shares of its common stock at a public offering price of $17.00 per share and 2,139,403 shares of its common stock to the underwriters of the IPO pursuant to the partial exercise of their option to purchase additional shares at a price of $17.00 per share less the underwriting discounts and commissions. The Company received net proceeds of approximately $262.7 million from the IPO, after deducting underwriting discounts and commissions of $20.1 million and offering costs of $4.3 million, of which $3.3 million was incurred as of June 30, 2020. Prior to the completion of the IPO, all shares of redeemable convertible preferred stock then outstanding were converted into 20,824,938 shares of common stock. Upon conversion of the redeemable convertible preferred stock, the unamortized balance of $6.2 million of the discount from the beneficial conversion feature was recorded as a deemed dividend to the preferred stockholders resulting in an increase to the carrying value of redeemable convertible preferred stock. Upon conversion into common stock, the carrying value of the redeemable convertible preferred stock of $241.4 million was reclassified to equity. In July 2020, the Company adopted the 2020 Incentive Award Plan, or the 2020 Plan, and the Employee Stock Purchase Plan, or the ESPP, which became effective in connection with the IPO. The Company has reserved 3,600,868 shares of common stock for future issuance under the 2020 Plan and 360,086 shares under the ESPP, respectively. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP, and applicable rules and regulations of the SEC regarding interim financial reporting. The interim condensed consolidated balance sheet as of June 30, 2020, the interim condensed consolidated statements of operations, comprehensive loss, changes in redeemable convertible preferred stock and stockholders’ deficit for the three and six months ended June 30, 2020 and 2019 and the condensed consolidated statements of cash flows for the six months ended June 30, 2020 and 2019 are unaudited. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position as of June 30, 2020 and its results of operations and cash flows for the six months ended June 30, 2020 and 2019. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three- and six-month S-1 No. 333-239647), |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including but not limited to the fair value of common stock, redeemable convertible preferred stock, redeemable convertible preferred stock liability, stock options, income taxes and certain accruals. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the operations of Annexon, Inc. and its wholly-owned subsidiary and include the results of operations and cash flows of these entities. All intercompany balances and transactions have been eliminated in consolidation. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, consisting of legal, accounting, audit and filing fees relating to an IPO, are capitalized. The deferred offering costs will be offset against offering proceeds upon the completion of the offering. In the event the offering is terminated or delayed, deferred offering costs will be expensed. As of June 30, 2020 and December 31, 2019, $3.3 million and $2.3 million, respectively, of deferred offering costs were capitalized, which are included in other long-term assets in the accompanying consolidated balance sheets. In July 2020, upon the closing of the IPO, all deferred costs were offset against the Company’s IPO proceeds. |
Redeemable Convertible Preferred Stock Liability | Redeemable Convertible Preferred Stock Liability The obligation to issue additional shares of the Company’s Series C redeemable convertible preferred stock at a future date was determined to be a freestanding financial instrument that should be accounted for as a liability. At initial recognition, the Company recorded the redeemable convertible preferred stock liability on the balance sheet at its estimated fair value. The liability is subject to remeasurement at each balance sheet date, with changes in fair value recognized as gain (loss) on remeasurement of redeemable convertible preferred stock liability on the consolidated statement of operations. Upon settlement of the redeemable convertible preferred stock liability in August 2019, the Company remeasured the liability and reclassified the final value associated with the redeemable convertible preferred stock liability to the carrying value of the Series C redeemable convertible preferred stock. |
Foreign Currencies | Foreign Currencies The Company’s reporting currency is the U.S. dollar. The functional currency of the Company’s subsidiary located in Australia is the Australian Dollar. Balance sheets prepared in the functional currencies are translated to the reporting currency at exchange rates in effect at the end of the accounting period, except for stockholders’ equity accounts, which are translated at rates in effect when these balances were originally recorded. Revenue and expense accounts are translated using a weighted-average rate during the year. The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. Foreign exchange translation gain (loss) for the three and six months ended June 30, 2020 and 2019 were not material. Gains and losses resulting from exchange rate changes on transactions denominated in a currency other than the local currency are included in earnings as incurred. |
Research and Development Expense | Research and Development Expense Research and development expenses consist primarily of direct and indirect costs incurred for the development of the Company’s product candidates. Direct expenses include (i) preclinical and clinical outside service costs associated with discovery, preclinical and clinical testing of the Company’s product candidates; (ii) professional services agreements with third-party contract organizations, investigative clinical trial sites and consultants that conduct research and development activities on the Company’s behalf; (iii) contract manufacturing costs to produce clinical trial materials; and (iv) laboratory supplies and materials. Indirect expenses include (A) compensation and personnel-related expenses (including stock-based compensation), (B) allocated expenses for facilities and depreciation; and (C) other indirect costs. Research and development costs are expensed as incurred. Payments made to third parties are under agreements that are generally cancelable by the Company. Advance payments for research and development activities are deferred as prepaid expenses. The prepaid amounts are expensed as the related services are performed. The Company estimates preclinical studies and clinical trial expenses based on the services performed pursuant to contracts with research institutions and clinical research organizations that conduct and manage preclinical studies and clinical trials on the Company’s behalf. In accruing service fees, the Company estimates the period over which services will be performed and the level of effort to be expended in each period. These estimates are based on the Company’s communications with the third-party service providers and on information available at each balance sheet date. If the actual timing of the performance of services or the level of effort varies significantly from the estimate, the Company will adjust the accrual accordingly to reflect the best information available at the time of the financial statement issuance. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation arrangements using a fair value method which requires the recognition of compensation expense for costs related to all stock-based payments, including stock options. The fair value method requires the Company to estimate the fair value of stock-based payment awards to employees on the date of grant using the Black-Scholes option pricing model. The Company grants certain employees performance-based stock options. For awards that include performance conditions, no compensation cost is recognized until the performance goals are probable of being met, at which time the cumulative compensation expense from the service inception date would be recognized. Stock-based compensation costs are based on the fair value of the underlying option calculated using the Black-Scholes option pricing model and recognized as expense on a straight-line basis (for all but performance based awards for which the accelerated method is used) over the requisite service period, which is the vesting period. Determining the appropriate fair value model and related assumptions requires judgment, including estimating the fair value of the underlying common stock, expected term, expected stock price volatility, risk-free interest rate and dividend yield. The Company accounts for forfeitures as they occur. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive shares of common stock. As the Company was in a loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders because the effects of potentially dilutive securities are antidilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2018, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), , Leases right-of-use No. 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) No. 2020-05 COVID-19 No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842), 2016-02) 2019-10. No. 2020-05, In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables summarize the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): June 30, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 124,171 $ — $ — $ 124,171 Total assets $ 124,171 $ — $ — $ 124,171 December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 43,621 $ — $ — $ 43,621 Total assets $ 43,621 $ — $ — $ 43,621 |
Summary of Changes in the Carrying Value of the Liability | The changes in the carrying value of the liability were as follows (in thousands): Fair value as of December 31, 2018 $ 5,140 Change in fair value 4,330 Fair value as of June 30, 2019 $ 9,470 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Balance Sheet Components [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): June 30, 2020 December 31, Prepaid research and development costs $ 333 $ 1,086 Prepaid expenses 574 310 Other receivables — 79 Total prepaid expenses and other current assets $ 907 $ 1,475 |
Summary of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): June 30, 2020 December 31, Accrued commission related to issuance of redeemable convertible preferred stock $ 5,055 $ — Accrued research and development expenses 1,610 459 Accrued professional services 1,002 733 Accrued compensation 904 926 Other accrued expenses 647 76 Total accrued liabilities $ 9,218 $ 2,194 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholder's Deficit (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Temporary Equity [Abstract] | |
Summary of Redeemable Convertible Preferred Stock | As of June 30, 2020, redeemable convertible preferred stock consisted of the following: Shares Shares Net Carrying Liquidation Series A 1,015,434 1,015,434 $ 1,000 $ 1,000 Series A-1 16,398,995 16,398,995 17,149 17,219 Series B 38,778,090 38,778,090 44,518 44,595 Series C 55,555,546 55,555,546 81,877 75,000 Series D 71,719,859 71,719,859 90,510 102,000 Total 183,467,924 183,467,924 $ 235,054 $ 239,814 As of December 31, 2019, redeemable convertible preferred stock consisted of the following: Shares Shares Net Carrying Liquidation Series A 1,015,434 1,015,434 $ 1,000 $ 1,000 Series A-1 16,398,995 16,398,995 17,144 17,219 Series B 38,778,091 38,778,090 44,505 44,595 Series C 62,962,952 55,555,546 81,335 75,000 Total 119,155,472 111,748,065 $ 143,984 $ 137,814 |
Schedule of Common Stock Reserved For Future Issuance | The Company has reserved the following shares of common stock for issuance as follows: June 30, 2020 December 31, Redeemable convertible preferred stock outstanding on an as-converted 20,824,938 12,684,214 Options issued and outstanding 3,026,480 2,007,222 Options available for future grant 376,894 454,110 Total common stock reserved 24,228,312 15,145,546 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | Stock option activity under the Plan was as follows: Shares Number of Weighted- Weighted- Aggregate Balances as of December 31, 2019 454,110 2,007,222 $ 4.91 8.26 $ 21,623 Additional shares authorized 942,042 — Stock options granted (1,021,898 ) 1,021,898 13.39 Stock options cancelled 2,640 (2,640 ) 4.67 Balances as of June 30, 2020 376,894 3,026,480 $ 7.77 8.50 $ 16,828 Exercisable as of June 30, 2020 1,032,734 $ 3.39 6.87 $ 10,236 |
Summary of stock-based compensation expense | The total stock-based compensation expense recognized for options granted was as follows (in thousands): Three Months Ended Six Months Ended June 30, 2020 2019 2020 2019 Research and development $ 335 $ 135 $ 660 $ 232 General and administrative 428 302 766 671 Total stock-based compensation expense $ 763 $ 437 $ 1,426 $ 903 |
Summary of fair value assumptions estimated on the date of grant using the Black-Scholes option pricing model | The fair value of each award issued was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Expected term (in years) 5.00 – 6.08 6.02 – 6.08 5.00 – 6.08 6.02 – 6.08 Expected volatility 85% 76% 85% 76% – 77% Risk-free interest rate 0.33% – 0.45% 1.87% – 2.20% 0.33% – 1.45% 1.87% – 2.61% Dividend yield — — — — |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Net Loss Per Share Attributable to Common Stockholders | The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Redeemable convertible preferred stock on an as-converted 20,824,938 10,161,828 20,824,938 10,161,828 Stock options to purchase common stock 3,026,480 2,109,906 3,026,480 2,109,906 Total 23,851,418 12,271,734 23,851,418 12,271,734 |
Organization - Additional Infor
Organization - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 04, 2020 | Jul. 24, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Payment of Deferred Offering Costs | $ 890 | ||||||
Accumulated Deficit | (127,161) | $ (102,580) | |||||
Cash and Cash Equivalents | 124,761 | $ 43,931 | $ 31,451 | $ 44,175 | |||
Subsequent Event [Member] | |||||||
Proceeds From Issuance Of IPO | $ 262,700 | ||||||
Redeemable Convertible Preferred Stock, Shares Issued Upon Conversion | 20,824,938 | 20,824,938 | |||||
IPO [Member] | |||||||
Payment of Deferred Offering Costs | $ 3,300 | ||||||
IPO [Member] | Subsequent Event [Member] | |||||||
Shares issued during the period | 14,750,000 | 14,750,000 | |||||
Shares Issued Price Per Share | $ 17 | $ 17 | |||||
Payments for Underwriting Expense | $ 20,100 | ||||||
Payment of Deferred Offering Costs | $ 4,300 | ||||||
Over-Allotment Option [Member] | Subsequent Event [Member] | |||||||
Shares issued during the period | 2,139,403 | 2,139,403 | |||||
Shares Issued Price Per Share | $ 17 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Deferred Offering Costs | $ 3.3 | $ 2.3 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Total assets | $ 124,171 | $ 43,621 |
Level 1 [Member] | ||
Assets: | ||
Total assets | 124,171 | 43,621 |
Money market funds [Member] | ||
Assets: | ||
Total assets | 124,171 | 43,621 |
Money market funds [Member] | Level 1 [Member] | ||
Assets: | ||
Total assets | $ 124,171 | $ 43,621 |
Fair Value Measurements - Addi
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liability remeasured to its fair value | $ 9,470 | $ 9,470 | $ 5,140 |
Operational loss | 4,330 | ||
Redeemable Convertible Preferred Stock Liability [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liability remeasured to its fair value | 9,500 | 9,500 | |
Operational loss | $ 1,600 | $ 4,300 | |
IPO Scenario [Member] | Redeemable Convertible Preferred Stock Liability [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Weighted average equity value percentage | 40.00% | ||
Staying Private Scenario [Member] | Redeemable Convertible Preferred Stock Liability [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Weighted average equity value percentage | 60.00% |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Changes In The Carrying Value Of The Liability (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Fair value as of December 31, 2018 | $ 5,140 |
Change in fair value | 4,330 |
Fair value as of June 30, 2019 | $ 9,470 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Schedule Of Prepaid Expenses And Other Current Asset [Line Items] | ||
Prepaid research and development costs | $ 333 | $ 1,086 |
Prepaid expenses | 574 | 310 |
Other receivables | 79 | |
Total prepaid expenses and other current assets | $ 907 | $ 1,475 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accrued Liabilities, Current [Abstract] | ||
Accrued commission related to issuance of redeemable convertible preferred stock | $ 5,055 | $ 0 |
Accrued research and development expenses | 1,610 | 459 |
Accrued professional services | 1,002 | 733 |
Accrued compensation | 904 | 926 |
Other accrued expenses | 647 | 76 |
Total accrued liabilities | $ 9,218 | $ 2,194 |
Promissory Note - Additional In
Promissory Note - Additional Information (Detail) - USD ($) $ in Thousands | May 01, 2020 | Apr. 21, 2020 | Jun. 30, 2020 |
Short-term Debt [Line Items] | |||
Proceeds from short term notes payable | $ 500 | ||
Repayment of short term notes payable | $ 500 | ||
U S Small Business Administration Loan [Member] | |||
Short-term Debt [Line Items] | |||
Proceeds from short term notes payable | $ 500 | ||
Repayment of short term notes payable | $ 500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Mar. 31, 2019USD ($) | Nov. 30, 2011USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2016USD ($) |
Gain Contingencies [Line Items] | ||||||||
operating lease, term of contract | 7 years | 7 years | 7 years | |||||
Operating lease, expiration month and year | Jun. 30, 2024 | |||||||
Operating lease, renewal term | 5 years | 5 years | 5 years | |||||
Operating leases, rent expense | $ 88,000 | $ 88,000 | $ 176,000 | $ 176,000 | ||||
Loss contingency accrual | $ 0 | $ 0 | $ 0 | |||||
Indemnification agreement [Member] | ||||||||
Gain Contingencies [Line Items] | ||||||||
Loss contingency pending claims | 0 | 0 | 0 | |||||
Stanford Agreement [Member] | Research and development arrangement [Member] | ||||||||
Gain Contingencies [Line Items] | ||||||||
Sponsor research agreements, commitment amount | $ 600,000 | |||||||
Sponsored Research Agreement [Member] | ||||||||
Gain Contingencies [Line Items] | ||||||||
Maximum threshold period allowed for filing market authorisation | 15 years | |||||||
Proceeds from funding | $ 455,000 | |||||||
Sponsored Research Agreement [Member] | Other income [Member] | ||||||||
Gain Contingencies [Line Items] | ||||||||
Proceeds from funding | $ 0 | $ 190,000 | $ 0 | $ 190,000 | ||||
Sponsored Research Agreement [Member] | Research and development arrangement [Member] | ||||||||
Gain Contingencies [Line Items] | ||||||||
Maximum expected research funding | $ 651,000 | $ 693,000 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Stockholder's Deficit - Summary Of Redeemable convertible preferred stock (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Series A [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 1,015,434 | 1,015,434 | ||||
Shares Outstanding | 1,015,434 | 1,015,434 | ||||
Net Carrying Value | $ 1,000 | $ 1,000 | ||||
Liquidation Preference | $ 1,000 | $ 1,000 | ||||
Series A-1 [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 16,398,995 | 16,398,995 | ||||
Shares Outstanding | 16,398,995 | 16,398,995 | ||||
Net Carrying Value | $ 17,149 | $ 17,144 | ||||
Liquidation Preference | $ 17,219 | $ 17,219 | ||||
Series B [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 38,778,090 | 38,778,091 | ||||
Shares Outstanding | 38,778,090 | 38,778,090 | ||||
Net Carrying Value | $ 44,518 | $ 44,505 | ||||
Liquidation Preference | $ 44,595 | $ 44,595 | ||||
Series C [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 55,555,546 | 62,962,952 | ||||
Shares Outstanding | 55,555,546 | 55,555,546 | ||||
Net Carrying Value | $ 81,877 | $ 81,335 | ||||
Liquidation Preference | $ 75,000 | $ 75,000 | ||||
Series D [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 71,719,859 | |||||
Shares Outstanding | 71,719,859 | |||||
Net Carrying Value | $ 90,510 | |||||
Liquidation Preference | $ 102,000 | |||||
Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 183,467,924 | 119,155,472 | ||||
Shares Outstanding | 183,467,924 | 111,748,065 | 111,748,065 | 89,525,848 | 89,525,848 | 89,525,848 |
Net Carrying Value | $ 235,054 | $ 143,984 | ||||
Liquidation Preference | $ 239,814 | $ 137,814 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock and Stockholder's Deficit - Additional information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jul. 31, 2020 | Jul. 24, 2020 | |
Aggregate proceeds from redeemable convertible preferred stock | $ 101,985 | ||||||
Net issuance cost | 890 | ||||||
Recognized a beneficial conversion feature | $ 281 | $ 272 | $ 560 | $ 534 | |||
Subsequent Event [Member] | |||||||
Conversion of redeemable preferred stock into common shares | 20,824,938 | 20,824,938 | |||||
Series D preferred stock [Member] | |||||||
Redeemable convertible preferred stock issued | 71,719,859 | ||||||
Redeemable convertible preferred stock issue price per share | $ 1.4222 | $ 1.4222 | $ 1.4222 | ||||
Aggregate proceeds from redeemable convertible preferred stock | $ 96,800 | ||||||
Net issuance cost | $ 5,200 | $ 5,193 | |||||
Recognized a beneficial conversion feature | $ 6,300 | ||||||
Series D preferred stock [Member] | Principal Owner [Member] | |||||||
Redeemable convertible preferred stock issued | 9,773,587 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock and Stockholder's Deficit - Schedule Of Common Stock Reserved For Future Issuance (Detail) - shares | Jun. 30, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Options issued and outstanding | 3,026,480 | 2,007,222 |
Options available for future grant | 376,894 | 454,110 |
Total common stock reserved | 24,228,312 | 15,145,546 |
Redeemable Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Redeemable convertible preferred stock outstanding on an as-converted basis | 20,824,938 | 12,684,214 |
Options issued and outstanding [Member] | ||
Class of Stock [Line Items] | ||
Options issued and outstanding | 3,026,480 | 2,007,222 |
Options available for future grant [Member] | ||
Class of Stock [Line Items] | ||
Options available for future grant | 376,894 | 454,110 |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of stock option activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |||
Shares available for grant, Beginning balance | 454,110 | ||
Shares available for grant, Additional shares authorized | 942,042 | ||
Shares available for grant, Stock options granted | (1,021,898) | ||
Shares available for grant, Stock options cancelled | 2,640 | ||
Shares available for grant, Ending balance | 376,894 | 454,110 | |
Number of shares, Beginning balance | 2,007,222 | ||
Number of shares, Stock options granted | 1,021,898 | ||
Number of shares, Stock options cancelled | (2,640) | ||
Number of shares, Ending balance | 3,026,480 | 2,007,222 | |
Number of shares, Exercisable | 1,032,734 | ||
Weighted- average exercise price per share, Beginning balance | $ 4.91 | ||
Weighted- average exercise price per share, Stock options granted | 13.39 | ||
Weighted- average exercise price per share, Stock options cancelled | 4.67 | ||
Weighted- average exercise price per share, Ending balance | 7.77 | $ 4.91 | |
Weighted- average exercise price per share, Exercisable | $ 3.39 | ||
Weighted- average remaining contractual term | 8 years 6 months | 8 years 3 months 3 days | |
Weighted- average remaining contractual term, Exercisable | 6 years 10 months 13 days | ||
Aggregate intrinsic value | $ 16,828 | $ 21,623 | |
Aggregate intrinsic value, Exercisable | $ 10,236 |
Equity Incentive Plan - Summa_2
Equity Incentive Plan - Summary of stock-based compensation expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 763 | $ 437 | $ 1,426 | $ 903 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 335 | 135 | 660 | 232 |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 428 | $ 302 | $ 766 | $ 671 |
Equity Incentive Plan - Summa_3
Equity Incentive Plan - Summary of fair value assumptions estimated on the date of grant using the Black-Scholes option pricing model (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 85.00% | 76.00% | 85.00% | |
Risk-free interest rate, Minimum | 0.33% | 1.87% | 0.33% | 1.87% |
Risk-free interest rate, Maximum | 0.45% | 2.20% | 1.45% | 2.61% |
Dividend yield | ||||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term | 6 years 29 days | 6 years 29 days | 6 years 29 days | 6 years 29 days |
Expected volatility | 77.00% | |||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term | 5 years | 6 years 7 days | 5 years | 6 years 7 days |
Expected volatility | 76.00% |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options exercised | 0 | ||
Intrinsic value of options exercised | $ 8,000 | $ 8,000 | |
Unrecognized stock-based compensation cost | $ 15,400,000 | ||
Unrecognized stock-based compensation cost expected Period For Recognition | 3 years 2 months 12 days |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Summary of Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 23,851,418 | 12,271,734 | 23,851,418 | 12,271,734 |
Redeemable convertible preferred stock on an as-converted basis [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 20,824,938 | 10,161,828 | 20,824,938 | 10,161,828 |
Stock options to purchase common stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 3,026,480 | 2,109,906 | 3,026,480 | 2,109,906 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ / shares in Units, $ in Thousands | Aug. 04, 2020shares | Jul. 24, 2020USD ($)$ / sharesshares | Jul. 17, 2020 | Jul. 31, 2020$ / sharesshares | Jun. 30, 2020USD ($)shares | Dec. 31, 2019shares |
Subsequent Event [Line Items] | ||||||
Payment of deferred offering costs | $ 890 | |||||
Carrying value of the redeemable convertible preferred stock reclassified to equity | $ 6,297 | |||||
Common stock reserved for future issuance | shares | 24,228,312 | 15,145,546 | ||||
IPO [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment of deferred offering costs | $ 3,300 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from issuance of IPO | $ 262,700 | |||||
Redeemable convertible preferred stock, shares issued upon conversion | shares | 20,824,938 | 20,824,938 | ||||
Increase in the carrying value of redeemable convertible preferred stock | $ 6,200 | |||||
Carrying value of the redeemable convertible preferred stock reclassified to equity | $ 241,400 | |||||
Subsequent Event [Member] | Two Thousand And Twenty Incentive Award Plan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock reserved for future issuance | shares | 3,600,868 | |||||
Subsequent Event [Member] | Two Thousand And Twenty Employee Stock Purchase Plan [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock reserved for future issuance | shares | 360,086 | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Description of Reverse Stock Split | one-for-8.81 basis | |||||
Reverse Stock Split, Conversion ratio | 8.81 | |||||
Subsequent Event [Member] | IPO [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued during the period | shares | 14,750,000 | 14,750,000 | ||||
Shares issued price per share | $ / shares | $ 17 | $ 17 | ||||
Payments for underwriting expense | $ 20,100 | |||||
Payment of deferred offering costs | $ 4,300 | |||||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued during the period | shares | 2,139,403 | 2,139,403 | ||||
Shares issued price per share | $ / shares | $ 17 |