Cover
Cover | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Forma Therapeutics Holdings, Inc. |
Entity Central Index Key | 0001538927 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||
Cash and cash equivalents | $ 79,865 | $ 173,180 | $ 83,448 |
Short-term marketable securities | 286,888 | 68,851 | |
Accounts receivable | 227 | 82,583 | |
Income tax receivable | 27,147 | 592 | 15,056 |
Prepaid expenses and other current assets | 21,761 | 3,314 | 5,441 |
Total current assets | 415,661 | 177,313 | 255,379 |
Property and equipment, net | 1,672 | 5,102 | 7,241 |
Long-term marketable securities | 17,593 | ||
Other assets | 12,470 | 620 | 621 |
Total assets | 447,396 | 183,035 | 263,241 |
Current liabilities: | |||
Accounts payable | 3,717 | 3,521 | 6,299 |
Accrued expenses and other current liabilities | 26,498 | 20,108 | 20,714 |
Income tax payable | 451 | 3,722 | |
Deferred revenue | 1,239 | 202,979 | |
Total current liabilities | 30,666 | 24,868 | 233,714 |
Warrant liability | 364 | 1,711 | |
Deferred rent, noncurrent | 1,128 | 1,426 | 1,757 |
Deferred revenue, noncurrent | 8,475 | ||
Total liabilities | 31,794 | 26,658 | 245,657 |
Commitments and contingencies (Note 8) | |||
Total redeemable convertible preferred stock | 138,516 | 72,003 | |
Stockholders' (deficit) equity: | |||
Preferred stock | |||
Common stock | 41 | 2 | |
Additional paid-incapital | 444,383 | 1,116 | |
(Accumulated deficit) retained earnings | (28,822) | 16,740 | (54,648) |
Total stockholders' (deficit) equity | 415,602 | 18,246 | (48,869) |
Total liabilities, redeemable convertible and convertible preferred stock and stockholders' equity | $ 447,396 | 183,035 | 263,241 |
Series A Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Total redeemable convertible preferred stock | 4,656 | 5,550 | |
Stockholders' (deficit) equity: | |||
Preferred stock | 5,550 | ||
Series B Redeemable Convertible Preferred Shares [Member] | |||
Current liabilities: | |||
Total redeemable convertible preferred stock | 56,453 | ||
Series B-1 Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Total redeemable convertible preferred stock | 20,907 | ||
Series B-2 Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Total redeemable convertible preferred stock | 12,272 | ||
Series C1 Redeemable Convertible Preferred Shares [Member] | |||
Current liabilities: | |||
Total redeemable convertible preferred stock | 10,000 | ||
Series D Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Total redeemable convertible preferred stock | 100,296 | ||
Series C Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Total redeemable convertible preferred stock | 385 | ||
Stockholders' (deficit) equity: | |||
Preferred stock | 385 | ||
Common 1 Stock [Member] | |||
Stockholders' (deficit) equity: | |||
Common stock | 229 | ||
Total stockholders' (deficit) equity | $ 229 | ||
Enterprise Junior Stock | |||
Stockholders' (deficit) equity: | |||
Common stock | 3 | ||
Total stockholders' (deficit) equity | $ 3 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary equity shares authorized | 86,362,798 | 32,909,358 | |
Temporary equity liquidation preference | $ 134,665 | $ 75,811 | |
Preferred stock par value | $ 0.001 | $ 0.001 | |
Preferred stock shares authorized | 10,000,000 | 0 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock shares authorized | 150,000,000 | 138,000,000 | 0 |
Common stock shares issued | 41,162,392 | 2,250,696 | 0 |
Common stock shares outstanding | 41,096,319 | 2,250,696 | 0 |
Series A Convertible Preferred Stock [Member] | |||
Temporary equity par value | $ 0.001 | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 0 | 2,304,815 | 0 |
Temporary equity shares issued | 0 | 2,304,815 | 0 |
Temporary equity shares outstanding | 0 | 2,304,815 | 2,304,815 |
Temporary equity liquidation preference | $ 4,801 | ||
Preferred stock shares authorized | 0 | 2,444,815 | |
Preferred stock shares issued | 0 | 2,304,815 | |
Preferred stock shares outstanding | 0 | 2,304,815 | |
Preferred stock liquidation preference | $ 9,358 | ||
Series B Redeemable Convertible Preferred Shares [Member] | |||
Temporary equity shares authorized | 0 | 24,011,924 | |
Temporary equity shares issued | 0 | 23,711,925 | |
Temporary equity shares outstanding | 0 | 23,711,925 | |
Temporary equity liquidation preference | $ 56,453 | ||
Series B-1 Convertible Preferred Stock [Member] | |||
Temporary equity par value | $ 0.001 | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 0 | 14,921,676 | 0 |
Temporary equity shares issued | 0 | 14,921,676 | 0 |
Temporary equity shares outstanding | 0 | 14,921,676 | 0 |
Temporary equity liquidation preference | $ 18,942 | ||
Series B-2 Convertible Preferred Stock [Member] | |||
Temporary equity par value | $ 0.001 | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 0 | 8,790,249 | 0 |
Temporary equity shares issued | 0 | 8,790,249 | 0 |
Temporary equity shares outstanding | 0 | 8,790,249 | 0 |
Temporary equity liquidation preference | $ 10,626 | ||
Series C1 Redeemable Convertible Preferred Shares [Member] | |||
Temporary equity shares authorized | 0 | 6,452,619 | |
Temporary equity shares issued | 0 | 6,357,260 | |
Temporary equity shares outstanding | 0 | 6,357,260 | |
Temporary equity liquidation preference | $ 10,000 | ||
Series D Redeemable Convertible Preferred Stock [Member] | |||
Temporary equity par value | $ 0.001 | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 0 | 53,593,440 | 0 |
Temporary equity shares issued | 0 | 53,593,440 | 0 |
Temporary equity shares outstanding | 0 | 53,593,440 | 0 |
Temporary equity liquidation preference | $ 100,296 | ||
Series C Convertible Preferred Stock [Member] | |||
Temporary equity shares outstanding | 6,452,619 | ||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 0 | 6,452,619 | 0 |
Preferred stock shares issued | 0 | 6,452,619 | 0 |
Preferred stock shares outstanding | 0 | 6,452,619 | 0 |
Common 1 Stock [Member] | |||
Common stock shares authorized | 0 | 45,006,679 | |
Common stock shares issued | 0 | 1,953,442 | |
Common stock shares outstanding | 0 | 1,953,442 | |
Enterprise Junior Stock | |||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock shares authorized | 0 | 12,520,978 | 0 |
Common stock shares issued | 0 | 2,926,851 | 0 |
Common stock shares outstanding | 0 | 2,597,091 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Collaboration revenue | $ 3,377 | $ 93,113 | $ 100,557 | $ 164,090 | ||
Operating expenses: | ||||||
Research and development | $ 24,780 | 27,558 | $ 68,501 | 84,273 | 111,315 | 132,859 |
General and administrative | 7,460 | 7,025 | 22,841 | 17,631 | 24,402 | 21,539 |
Restructuring charges | 545 | 63 | 5,620 | 5,290 | ||
Total operating expenses | 32,240 | 35,128 | 91,405 | 107,524 | 141,007 | 154,398 |
Income (loss) from operations | (32,240) | (31,751) | (91,405) | (14,411) | (40,450) | 9,692 |
Other income: | ||||||
Gain on Hit Discovery divestiture | 23,312 | |||||
Interest income | 870 | 565 | 2,406 | 2,544 | 2,850 | 3,686 |
Other income (loss), net | (52) | 201 | (2,668) | 513 | 959 | 482 |
Total other income, net | 818 | 766 | 23,050 | 3,057 | 3,809 | 4,168 |
Income (loss) before taxes | (31,422) | (30,985) | (68,355) | (11,354) | (36,641) | 13,860 |
Income tax benefit | (3,806) | (26,529) | (1,217) | (1,848) | 8,568 | |
Net income (loss) and comprehensive income (loss) | (27,616) | (30,985) | (41,826) | (10,137) | (34,793) | 5,292 |
Tax distribution to holders of Enterprise.1 Incentive Shares | (60) | (60) | (60) | |||
Loss on extinguishment of Series A, Series B-1 and Series B-2 convertible preferred stock | (3,584) | |||||
Undistributed earnings allocable to participating securities | (287) | |||||
Net loss allocable to shares of common stock, basic | (27,616) | (31,652) | (45,562) | (23,939) | (52,747) | 93 |
Change in fair value attributable to warrants to purchase | 2,597 | (515) | (962) | (484) | ||
Net loss allocable to shares of common stock, diluted | $ (27,624) | (31,850) | $ (45,562) | (24,454) | $ (53,709) | (391) |
Net loss per share of common stock: | ||||||
Basic | $ (0.67) | $ (2.74) | $ (20.70) | |||
Diluted | $ (0.67) | $ (2.74) | $ (21.08) | |||
Weighted-average shares of common stock outstanding: | ||||||
Basic | 41,088,261 | 16,616,143 | ||||
Diluted | 41,088,924 | 16,616,143 | ||||
Weighted-average shares of common stock outstanding, basic and diluted | 2,547,927 | |||||
Series A Preferred Stock | ||||||
Other income: | ||||||
Preferred return on Series A convertible preferred shares | (57) | (227) | $ (228) | (446) | ||
Loss on extinguishment of Series A, Series B-1 and Series B-2 convertible preferred stock | 100 | |||||
Series B Preferred Stock | ||||||
Other income: | ||||||
Accretion of cumulative dividends on Series D redeemable convertible preferred stock | (550) | (2,168) | (2,180) | (4,182) | ||
Change in fair value attributable to warrants to purchase | $ (198) | (515) | ||||
Series B3 Preferred Stock [Member] | ||||||
Other income: | ||||||
Change in fair value attributable to warrants to purchase | (962) | |||||
Series C-1 Preferred Stock | ||||||
Other income: | ||||||
Accretion of cumulative dividends on Series D redeemable convertible preferred stock | (284) | |||||
Series D Preferred Stock | ||||||
Other income: | ||||||
Accretion of cumulative dividends on Series D redeemable convertible preferred stock | $ (3,736) | |||||
Accretion of cumulative dividends and issuance costs on Series D redeemable convertible preferred stock | (555) | |||||
Redeemable Convertible Preferred Stock | ||||||
Distribution to holders of Series A convertible preferred shares, Series B and Series C1 redeemable convertible preferred shares in excess of accrued preferred return | $ (11,347) | |||||
Other income: | ||||||
Distribution to holders of Series A convertible preferred shares, Series B and Series C1 redeemable convertible preferred shares in excess of accrued preferred return | $ (11,347) | |||||
Change in fair value attributable to warrants to purchase | $ (484) | |||||
Common Stock | ||||||
Other income: | ||||||
Change in fair value attributable to warrants to purchase | $ (8) | |||||
Common 1 Stock [Member] | ||||||
Net loss per share of common stock: | ||||||
Basic | $ (12.42) | $ (9.40) | $ 0.04 | |||
Diluted | $ (12.50) | $ (9.60) | $ (0.15) | |||
Weighted-average shares of common stock outstanding: | ||||||
Basic | 2,547,924 | 2,547,924 | 2,547,924 | |||
Diluted | 2,547,924 | 2,547,924 | 2,606,651 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible and Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | Series B Redeemable Convertible Preferred Shares [Member] | Series C1 Redeemable Convertible Preferred Shares [Member] | Series A Convertible Preferred Stock [Member] | Series B-1 Convertible Preferred Stock [Member] | Series B-2 Convertible Preferred Stock [Member] | Enterprise Junior Stock | Series D Redeemable Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Common 1 Stock [Member] | Common Stock | Additional Paid-In Capital [Member] | (Accumulated Deficit) Retained Earnings [Member] | (Accumulated Deficit) Retained Earnings [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] |
Balance at Dec. 31, 2017 | $ (53,588) | $ 229 | $ (59,367) | ||||||||||||
Temporary equity balance, Value at Dec. 31, 2017 | $ 52,271 | $ 9,716 | $ 5,550 | ||||||||||||
Balance, Shares at Dec. 31, 2017 | 1,953,442 | ||||||||||||||
Temporary equity balance, Shares at Dec. 31, 2017 | 23,711,925 | 6,357,260 | 2,304,815 | ||||||||||||
Accretion of discount on Series C1 redeemable convertible preferred shares | (284) | $ 284 | (284) | ||||||||||||
Accretion of preferred return on Series B redeemable convertible preferred shares | (4,182) | $ 4,182 | (4,182) | ||||||||||||
Equity-based compensation | 3,893 | 3,893 | |||||||||||||
Temporary equity balance, Value at Dec. 31, 2018 | 72,003 | $ 56,453 | $ 10,000 | $ 5,550 | |||||||||||
Temporary equity balance, Shares at Dec. 31, 2018 | 23,711,925 | 6,357,260 | 2,304,815 | 0 | 0 | ||||||||||
Net income and comprehensive income | 5,292 | 5,292 | |||||||||||||
Balance at Dec. 31, 2018 | (48,869) | $ 229 | (54,648) | ||||||||||||
Balance, Shares at Dec. 31, 2018 | 1,953,442 | ||||||||||||||
Cumulative effect adjustment for adoption of Topic 606 at Dec. 31, 2018 | $ 116,157 | $ 116,157 | |||||||||||||
Exercise of warrant to purchase Series C1 redeemable convertible preferred shares | $ 535 | ||||||||||||||
Exercise of warrant to purchase Series C1 redeemable convertible preferred shares, Shares | 95,359 | ||||||||||||||
Distribution to holders of redeemable convertible and convertible preferred shares | (4,785) | $ (29,065) | $ (10,150) | $ (867) | (3,918) | ||||||||||
Accretion of preferred return on Series B redeemable convertible preferred shares | (1,075) | 1,075 | (1,075) | ||||||||||||
Reclassification of Series A convertible preferred stock to temporary equity | 385 | $ 385 | |||||||||||||
Reclassification of Series A convertible preferred stock to temporary equity, shares | 6,452,619 | ||||||||||||||
Equity-based compensation | 764 | 764 | |||||||||||||
Temporary equity balance, Value at Mar. 31, 2019 | $ 28,463 | $ 385 | $ 4,683 | ||||||||||||
Temporary equity balance, Shares at Mar. 31, 2019 | 23,711,925 | 6,452,619 | 2,304,815 | ||||||||||||
Net income and comprehensive income | 35,605 | 35,605 | |||||||||||||
Balance at Mar. 31, 2019 | 98,182 | $ 229 | 92,885 | ||||||||||||
Balance, Shares at Mar. 31, 2019 | 1,953,442 | ||||||||||||||
Balance at Dec. 31, 2018 | (48,869) | $ 229 | (54,648) | ||||||||||||
Temporary equity balance, Value at Dec. 31, 2018 | 72,003 | $ 56,453 | $ 10,000 | $ 5,550 | |||||||||||
Cumulative effect adjustment for adoption of Topic 606 at Dec. 31, 2018 | 116,157 | 116,157 | |||||||||||||
Balance, Shares at Dec. 31, 2018 | 1,953,442 | ||||||||||||||
Temporary equity balance, Shares at Dec. 31, 2018 | 23,711,925 | 6,357,260 | 2,304,815 | 0 | 0 | ||||||||||
Temporary equity balance, Value at Sep. 30, 2019 | $ 29,556 | $ 385 | $ 4,683 | ||||||||||||
Temporary equity balance, Shares at Sep. 30, 2019 | 23,711,925 | 6,452,619 | 2,304,815 | ||||||||||||
Net income and comprehensive income | (10,137) | ||||||||||||||
Balance at Sep. 30, 2019 | 50,855 | $ 229 | 45,558 | ||||||||||||
Balance, Shares at Sep. 30, 2019 | 1,953,442 | ||||||||||||||
Balance at Dec. 31, 2018 | (48,869) | $ 229 | (54,648) | ||||||||||||
Temporary equity balance, Value at Dec. 31, 2018 | 72,003 | $ 56,453 | $ 10,000 | $ 5,550 | |||||||||||
Cumulative effect adjustment for adoption of Topic 606 at Dec. 31, 2018 | $ 116,157 | $ 116,157 | |||||||||||||
Balance, Shares at Dec. 31, 2018 | 1,953,442 | ||||||||||||||
Temporary equity balance, Shares at Dec. 31, 2018 | 23,711,925 | 6,357,260 | 2,304,815 | 0 | 0 | ||||||||||
Exercise of warrant to purchase Series C1 redeemable convertible preferred shares | $ 535 | ||||||||||||||
Exercise of warrant to purchase Series C1 redeemable convertible preferred shares, Shares | 95,359 | ||||||||||||||
Distribution to holders of redeemable convertible and convertible preferred shares | (6,142) | $ (29,065) | $ (10,150) | $ (867) | (5,275) | ||||||||||
Equity-based compensation prior to Reorganization | 1,629 | 1,629 | |||||||||||||
Effect of Reorganization and reclassification of Series C1 redeemable convertible preferred shares | 385 | (29,568) | $ (385) | (4,683) | $ 18,942 | $ 10,626 | $ 3 | $ 385 | $ (229) | $ 2 | $ 235 | (11) | |||
Accretion of preferred return on Series B redeemable convertible preferred shares | (2,180) | $ 2,180 | (2,180) | ||||||||||||
Reclassification of Series A convertible preferred stock to temporary equity | (4,656) | $ 4,656 | |||||||||||||
Effect of Reorganization and reclassification of Series C1 redeemable convertible preferred shares, Shares | (23,711,925) | (6,452,619) | (2,304,815) | 14,921,676 | 8,790,249 | 2,510,249 | 6,452,619 | (1,953,442) | 1,953,455 | ||||||
Reclassification of Series A convertible preferred stock to temporary equity, shares | 2,304,815 | ||||||||||||||
Loss on extinguishment of Series A, Series B-1 and Series B-2 convertible preferred stock | (3,611) | $ (27) | $ 1,965 | $ 1,646 | (3,584) | ||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 99,741 | ||||||||||||||
Accretion of cumulative dividends and issuance costs on Series D redeemable convertible preferred stock | (555) | 555 | (555) | ||||||||||||
Exercise of options to purchase common stock | 12 | 12 | |||||||||||||
Exercise of options to purchase common stock, Shares | 297,241 | ||||||||||||||
Equity-based compensation | 869 | $ 86,842 | 869 | ||||||||||||
Temporary equity balance, Value at Dec. 31, 2019 | 138,516 | $ 4,656 | $ 20,907 | $ 12,272 | $ 100,296 | $ 385 | |||||||||
Temporary equity balance, Shares at Dec. 31, 2019 | 0 | 0 | 2,304,815 | 14,921,676 | 8,790,249 | 53,593,440 | 6,452,619 | ||||||||
Net income and comprehensive income | (34,793) | (34,793) | |||||||||||||
Balance at Dec. 31, 2019 | 18,246 | $ 3 | $ 2 | 1,116 | 16,740 | ||||||||||
Balance, Shares at Dec. 31, 2019 | 2,597,091 | 2,250,696 | |||||||||||||
Balance at Mar. 31, 2019 | 98,182 | $ 229 | 92,885 | ||||||||||||
Temporary equity balance, Value at Mar. 31, 2019 | $ 28,463 | $ 385 | $ 4,683 | ||||||||||||
Balance, Shares at Mar. 31, 2019 | 1,953,442 | ||||||||||||||
Temporary equity balance, Shares at Mar. 31, 2019 | 23,711,925 | 6,452,619 | 2,304,815 | ||||||||||||
Accretion of preferred return on Series B redeemable convertible preferred shares | (543) | $ 543 | (543) | ||||||||||||
Equity-based compensation | 497 | 497 | |||||||||||||
Temporary equity balance, Value at Jun. 30, 2019 | $ 29,006 | $ 385 | $ 4,683 | ||||||||||||
Temporary equity balance, Shares at Jun. 30, 2019 | 23,711,925 | 6,452,619 | 2,304,815 | ||||||||||||
Net income and comprehensive income | (14,757) | (14,757) | |||||||||||||
Balance at Jun. 30, 2019 | 83,379 | $ 229 | 78,082 | ||||||||||||
Balance, Shares at Jun. 30, 2019 | 1,953,442 | ||||||||||||||
Distribution to holders of Common 1 shares and Enterprise.1 Incentive Shares | (1,357) | (1,357) | |||||||||||||
Accretion of preferred return on Series B redeemable convertible preferred shares | (550) | $ 550 | (550) | ||||||||||||
Equity-based compensation | 368 | 368 | |||||||||||||
Temporary equity balance, Value at Sep. 30, 2019 | $ 29,556 | $ 385 | $ 4,683 | ||||||||||||
Temporary equity balance, Shares at Sep. 30, 2019 | 23,711,925 | 6,452,619 | 2,304,815 | ||||||||||||
Net income and comprehensive income | (30,985) | (30,985) | |||||||||||||
Balance at Sep. 30, 2019 | 50,855 | $ 229 | 45,558 | ||||||||||||
Balance, Shares at Sep. 30, 2019 | 1,953,442 | ||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs, shares | 53,593,440 | ||||||||||||||
Balance at Dec. 31, 2019 | 18,246 | $ 3 | $ 2 | 1,116 | 16,740 | ||||||||||
Temporary equity balance, Value at Dec. 31, 2019 | 138,516 | $ 4,656 | $ 20,907 | $ 12,272 | $ 100,296 | $ 385 | |||||||||
Balance, Shares at Dec. 31, 2019 | 2,597,091 | 2,250,696 | |||||||||||||
Temporary equity balance, Shares at Dec. 31, 2019 | 0 | 0 | 2,304,815 | 14,921,676 | 8,790,249 | 53,593,440 | 6,452,619 | ||||||||
Accretion of cumulative dividends and issuance costs on Series D redeemable convertible preferred stock | (1,936) | $ 1,936 | (1,936) | ||||||||||||
Exercise of options to purchase common stock | 3 | 3 | |||||||||||||
Exercise of options to purchase common stock, Shares | 496 | ||||||||||||||
Exercise of warrant to purchase common stock | 12 | 12 | |||||||||||||
Exercise of warrant to purchase common stock, Shares | 297,241 | ||||||||||||||
Equity-based compensation | 1,210 | 1,210 | |||||||||||||
Equity-based compensation, Shares | 38,339 | ||||||||||||||
Temporary equity balance, Value at Mar. 31, 2020 | $ 4,656 | $ 20,907 | $ 12,272 | $ 102,232 | $ 385 | ||||||||||
Temporary equity balance, Shares at Mar. 31, 2020 | 2,304,815 | 14,921,676 | 8,790,249 | 53,593,440 | 6,452,619 | ||||||||||
Net income and comprehensive income | 11,230 | 11,230 | |||||||||||||
Balance at Mar. 31, 2020 | 28,765 | $ 3 | $ 2 | 2,341 | 26,034 | ||||||||||
Balance, Shares at Mar. 31, 2020 | 2,635,430 | 2,548,433 | |||||||||||||
Balance at Dec. 31, 2019 | 18,246 | $ 3 | $ 2 | 1,116 | 16,740 | ||||||||||
Temporary equity balance, Value at Dec. 31, 2019 | $ 138,516 | $ 4,656 | $ 20,907 | $ 12,272 | $ 100,296 | $ 385 | |||||||||
Balance, Shares at Dec. 31, 2019 | 2,597,091 | 2,250,696 | |||||||||||||
Temporary equity balance, Shares at Dec. 31, 2019 | 0 | 0 | 2,304,815 | 14,921,676 | 8,790,249 | 53,593,440 | 6,452,619 | ||||||||
Exercise of options to purchase common stock, Shares | 28,547 | ||||||||||||||
Temporary equity balance, Shares at Sep. 30, 2020 | 0 | 0 | 0 | ||||||||||||
Net income and comprehensive income | $ (41,826) | ||||||||||||||
Balance at Sep. 30, 2020 | 415,602 | $ 41 | 444,383 | (28,822) | |||||||||||
Balance, Shares at Sep. 30, 2020 | 41,096,319 | ||||||||||||||
Balance at Mar. 31, 2020 | 28,765 | $ 3 | $ 2 | 2,341 | 26,034 | ||||||||||
Temporary equity balance, Value at Mar. 31, 2020 | $ 4,656 | $ 20,907 | $ 12,272 | $ 102,232 | $ 385 | ||||||||||
Balance, Shares at Mar. 31, 2020 | 2,635,430 | 2,548,433 | |||||||||||||
Temporary equity balance, Shares at Mar. 31, 2020 | 2,304,815 | 14,921,676 | 8,790,249 | 53,593,440 | 6,452,619 | ||||||||||
Accretion of cumulative dividends and issuance costs on Series D redeemable convertible preferred stock | (1,800) | $ 1,800 | (1,800) | ||||||||||||
Exercise of options to purchase common stock | 142 | 142 | |||||||||||||
Exercise of options to purchase common stock, Shares | 28,051 | ||||||||||||||
Equity-based compensation | 1,256 | 1,256 | |||||||||||||
Conversion of redeemable convertible and convertible preferred stock into common stock | 141,867 | $ (4,656) | $ (20,907) | $ (12,272) | $ (104,032) | $ (385) | $ 21 | 142,231 | |||||||
Equity-based compensation, Shares | 25,440 | ||||||||||||||
Conversion of redeemable convertible and convertible preferred stock into common stock, Shares | (2,304,815) | (14,921,676) | (8,790,249) | (53,593,440) | (6,452,619) | 20,349,223 | |||||||||
Conversion of enterprise junior stock into common stock | $ (3) | $ 2 | 1 | ||||||||||||
Conversion of enterprise junior stock into common stock, Shares | (2,660,870) | 2,124,845 | |||||||||||||
Temporary equity balance, Value at Jun. 30, 2020 | $ 0 | ||||||||||||||
Issuance of common stock from initial public offering, net of issuance costs | 293,707 | $ 16 | 293,691 | ||||||||||||
Issuance of common stock from initial public offering, net of issuance costs, Shares | 15,964,704 | ||||||||||||||
Vesting of restricted common stock | 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | |||||||||
Vesting of restricted common stock | 925 | ||||||||||||||
Net income and comprehensive income | (25,440) | (25,440) | |||||||||||||
Balance at Jun. 30, 2020 | 438,497 | $ 41 | 439,662 | (1,206) | |||||||||||
Balance, Shares at Jun. 30, 2020 | 41,016,181 | ||||||||||||||
Change in estimate of initial public offering costs | (369) | (369) | |||||||||||||
Exercise of options to purchase common stock | 2,961 | 2,961 | |||||||||||||
Exercise of options to purchase common stock, Shares | 62,193 | ||||||||||||||
Equity-based compensation | 2,129 | 2,129 | |||||||||||||
Temporary equity balance, Shares at Sep. 30, 2020 | 0 | 0 | 0 | ||||||||||||
Vesting of restricted common stock | 17,945 | ||||||||||||||
Net income and comprehensive income | (27,616) | (27,616) | |||||||||||||
Balance at Sep. 30, 2020 | $ 415,602 | $ 41 | $ 444,383 | $ (28,822) | |||||||||||
Balance, Shares at Sep. 30, 2020 | 41,096,319 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible and Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Net of Issuance Costs | $ 25,587 | ||
Series D Redeemable Convertible Preferred Stock [Member] | |||
Net of Issuance Costs | $ 259 | $ 259 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||||
Net income (loss) | $ (41,826) | $ (10,137) | $ (34,793) | $ 5,292 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Depreciation and amortization | 1,076 | 2,128 | 2,668 | 3,527 |
Equity-based compensation | 4,595 | 1,629 | 2,498 | 3,893 |
Change in fair value attributable to warrants to purchase | 2,597 | (515) | (962) | (484) |
Amortization and accretion of marketable securities | 192 | (1,059) | (1,095) | (629) |
Gain on Hit Discovery divestiture | (23,312) | |||
Loss on sale of property and equipment | 89 | |||
Changes in operating assets and liabilities: | ||||
Decrease (increase) in accounts receivable | 227 | 81,430 | 82,356 | (56,272) |
(Increase) in income taxes receivable | (26,555) | (1,280) | 14,464 | (12,360) |
Decrease (increase) in prepaid expenses and other current assets | (5,432) | 1,771 | 2,127 | (2,272) |
Decrease in other assets | 1 | 298 | ||
Increase (decrease) in accounts payable | 355 | (3,496) | (2,778) | 2,289 |
(Decrease) in accrued expenses and other current liabilities | 6,280 | 604 | (865) | (1,236) |
Increase (decrease) in income taxes payable | 451 | (3,654) | (3,722) | 3,722 |
(Decrease) in deferred rent, noncurrent | (298) | (248) | (331) | 871 |
(Decrease) in deferred revenue, current and noncurrent | (90,841) | (94,058) | (75,698) | |
(Decrease) in other long-term liabilities | (3,771) | |||
Net cash (used in) operating activities | (83,099) | (23,668) | (34,490) | (132,830) |
Cash flows from investing activities | ||||
Purchases of held-to-maturity marketable securities | (343,320) | (106,583) | (106,583) | (118,335) |
Proceeds from maturity of marketable securities | 38,647 | 148,329 | 176,529 | 220,820 |
Purchases of property and equipment | (134) | (529) | (529) | (3,391) |
Net proceeds from Hit Discovery divestiture | 17,500 | |||
Net cash provided by (used in) investing activities | (301,967) | 41,217 | 69,417 | 99,094 |
Cash flows from financing activities | ||||
Proceeds from initial public offering of common stock, net of issuance costs | 293,707 | |||
Distribution to holders of redeemable convertible and convertible preferred shares, Common 1 shares and Enterprise.1 Incentive Shares | (45,357) | (45,357) | ||
Proceeds from exercise of warrant to purchase common stock | 12 | |||
Proceeds from exercise of options to purchase common stock | 145 | 12 | ||
Net cash provided by (used in) financing activities | 293,605 | (45,207) | 54,805 | |
Net decrease in cash, cash equivalents and restricted cash | (91,461) | (27,658) | 89,732 | (33,736) |
Cash, cash equivalents and restricted cash, beginning of the period | 173,796 | 84,064 | 84,064 | 117,800 |
Cash, cash equivalents and restricted cash, end of the period | 82,335 | 56,406 | 173,796 | 84,064 |
Supplemental cash flow information: | ||||
Cash paid for income taxes | 3,788 | 20,663 | ||
Supplemental disclosure of non-cash activities: | ||||
Accretion of preferred return and cumulative dividends on preferred securities | 3,736 | 2,168 | 2,735 | 4,466 |
Public offering costs included in accrued expenses | 369 | |||
Purchases of property and equipment included in accounts payable and accruals | $ 89 | |||
Net exercise of warrants to purchase common stock | 2,961 | |||
Deferred issuance costs on Series D redeemable convertible preferred stock in accounts payable and accruals | 259 | |||
Installment Receivable in prepaid expenses and other current assets (Note 16) | 14,131 | |||
Loss on extinguishment of Series A, Series B-1 and Series B-2 convertible preferred stock | (3,584) | |||
Equity Consideration in other assets (Note 16) | 10,000 | |||
Issuance of enterprise junior stock in connection with Reorganization | (3) | |||
Conversion of enterprise junior stock into common stock | 3 | |||
Conversion of redeemable convertible and convertible preferred stock into common stock | 142,252 | |||
Series C1 Redeemable Convertible Preferred Shares [Member] | ||||
Cash flows from financing activities | ||||
Proceeds from exercise of warrant to purchase Series C1 redeemable convertible preferred shares | $ 150 | 150 | ||
Series D Redeemable Convertible Preferred Stock [Member] | ||||
Cash flows from financing activities | ||||
Proceeds from issuance of Series D redeemable convertible preferred stock | 100,000 | |||
Payment of issuance costs on Series D redeemable convertible preferred stock | (259) | $ (259) | ||
Valo Health [Member] | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Interest income on future cash payments from Valo Health | (1,538) | |||
Hit Discovery Divestiture [Member] | ||||
Cash flows from investing activities | ||||
Net proceeds from Hit Discovery divestiture | $ 2,840 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Nature of Business | Note 1—Organization and Nature of Business On October 2, 2019, Forma Therapeutics Holdings, LLC, a Delaware limited liability company formed in December 2011, was reorganized into Forma Therapeutics Holdings, Inc. (the “Reorganization”). As part of the Reorganization, each share of Series A convertible preferred shares (“Series A Preferred Shares”), Series B redeemable convertible preferred shares (“Series B Preferred Shares”), Series C1 redeemable convertible preferred shares (“Series C1 Preferred Shares”) and Common 1 shares of Forma Therapeutics Holdings, LLC issued and outstanding immediately prior to the Reorganization was exchanged for shares of Series A convertible preferred stock (“Series A Preferred Stock”), Series B-1 B-1 B-2 B-2 one-for-one one-for-one B-3 B-3 Upon consummation of the Reorganization, the historical consolidated financial statements of Forma Therapeutics Holdings, LLC became the historical consolidated financial statements of Forma Therapeutics Holdings, Inc. For purposes of these condensed consolidated financial statements, “the Company” refers to Forma Therapeutics Holdings, LLC prior to the Reorganization and Forma Therapeutics Holdings, Inc. after the Reorganization. On June 23, 2020, the Company completed an initial public offering (“IPO”) in which the Company issued and sold 15,964,704 shares of its common stock at a public offering price of $20.00 per share, including 2,082,352 shares of common stock sold pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock, for aggregate gross proceeds of $319.3 million. The Company raised approximately $293.3 million in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the Company. Upon the closing of the IPO, all of the outstanding shares of Series A Preferred Stock, Series B-1 B-2 B-3 non-voting Liquidity The Company is a clinical-stage biopharmaceutical company focused on the development and commercialization of novel therapeutics to transform the lives of patients with rare hematologic diseases and cancers. The Company is building a pipeline of therapeutics with a focus on these areas and has devoted substantially all of its resources to the research and development of its drug development efforts, comprised of research and development, manufacturing, conducting clinical trials, protecting its intellectual property and general and administrative functions relating to these operations. The future success of the Company is dependent on its ability to develop its product candidates and ultimately upon its ability to attain sustained profitable operations through commercialization of products. The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, the need for additional capital, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval and reimbursement for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development of technological innovations by competitors, reliance on third-party manufacturers and the ability to transition from pilot-scale production to large-scale manufacturing of products. The Company has determined that its cash, cash equivalents and marketable securities of $384.3 million as of September 30, 2020 will be sufficient to fund its operations for at least one year from the date these condensed consolidated financial statements are issued. To date, the Company has primarily financed its operations through license and collaboration agreements, the sale of preferred shares and preferred stock to outside investors and the completion of the IPO. The Company has experienced significant negative cash flows from operations during the nine months ended September 30, 2020. The Company does not expect to experience any significant positive cash flows from its existing collaboration agreements and does not expect to have any product revenue in the near term. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as it continues to invest significantly in research and development of its programs. Management’s belief with respect to its ability to fund operations is based on estimates that are subject to risks and uncertainties. If actual results are different from management’s estimates, the Company may need to seek additional funding sooner than would otherwise be expected. There can be no assurance that the Company will be able to obtain additional funding on acceptable terms, if at all. | Note 1—Organization and Nature of Business On October 2, 2019, Forma Therapeutics Holdings, LLC, a Delaware limited liability company formed in December 2011, was reorganized into Forma Therapeutics Holdings, Inc. (the “Reorganization”). As part of the Reorganization, each issued and outstanding redeemable convertible and convertible preferred and Common 1 shares of Forma Therapeutics Holdings, LLC outstanding immediately prior to the Reorganization was exchanged for shares of capital stock of the same class and/or series of Forma Therapeutics Holdings, Inc. on a one-for-one one-for-one Upon consummation of the Reorganization, the historical consolidated financial statements of Forma Therapeutics Holdings, LLC became the historical consolidated financial statements of Forma Therapeutics Holdings, Inc., the entity whose shares are being offered in this offering. For purposes of these consolidated financial statements, “the Company” refers to Forma Therapeutics Holdings, LLC prior to the Reorganization and Forma Therapeutics Holdings, Inc. after the Reorganization. Liquidity and Going Concern The Company is a clinical-stage biopharmaceutical company focused on the development and commercialization of novel therapeutics to transform the lives of patients with rare hematologic diseases and cancers. The Company is building a pipeline of therapeutics with a focus on these areas and has devoted substantially all of its resources to the research and development of its drug development efforts, comprised of research and development, manufacturing, conducting clinical trials, protecting its intellectual property and general and administrative functions relating to these operations. The future success of the Company is dependent on its ability to develop its product candidates and ultimately upon its ability to attain sustained profitable operations through commercialization of products. The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, the need for additional capital, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval and reimbursement for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development of technological innovations by competitors, reliance on third-party manufacturers and the ability to transition from pilot-scale production to large-scale manufacturing of products. As of December 31, 2019, the Company had $173.2 million of cash and cash equivalents. To date, the Company has primarily financed its operations through license and collaboration agreements and the sale of preferred shares and preferred stock to outside investors. The Company has experienced significant negative cash flows from operations during fiscal 2018 and 2019. The Company does not expect to experience any significant cash flows from its existing collaboration agreements and does not expect to have any product revenue in the near term. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future. As a result, there is a significant degree of uncertainty as to how long its existing cash and cash equivalents will be sufficient to fund its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date its 2019 consolidated financial statements are issued. The Company is seeking to complete an initial public offering (“IPO”) of its common stock to provide additional funding for its operations. In the event an IPO is not consummated, the Company may be required to obtain additional funding whether through future collaboration agreements, private or public offerings, debt or a combination thereof and such additional funding may not be available on terms the Company finds acceptable or favorable. There is inherent uncertainty associated with these fundraising activities and they are not considered probable. If the Company is unable to obtain sufficient capital to continue to advance its programs, the Company would be forced to delay, reduce or eliminate its research and development programs and any future commercialization efforts. Accordingly, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation and Consolidation The condensed consolidated financial statements prior to the Reorganization include the accounts of Forma Therapeutics Holdings, LLC and its wholly owned subsidiaries. The condensed consolidated financial statements subsequent to the Reorganization include the accounts of Forma Therapeutics Holdings, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company has prepared the accompanying condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures generally included in financial statements in conformity with GAAP have been condensed or omitted in accordance with such rules and regulations. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standard Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Company’s significant accounting policies are disclosed in the audited consolidated financial statements included in the Company’s final prospectus filed with the SEC pursuant to the Rule 424(b)(4) on June 22, 2020 (“Prospectus”). Since the date of such audited consolidated financial statements, there have been no changes to the Company’s significant accounting policies except as noted below. Unaudited Interim Condensed Consolidated Financial Statements The accompanying condensed consolidated balance sheet as of September 30, 2020, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2020 and 2019, the condensed consolidated statements of redeemable convertible and convertible preferred stock and stockholders’ equity (deficit) for the nine months ended September 30, 2020 and 2019 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019 are unaudited. The financial data and other information contained in the notes thereto as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019 are also unaudited. The condensed consolidated balance sheet data as of December 31, 2019 was derived from the Company’s audited consolidated financial statements included in the Prospectus. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2019, and in the opinion of the Company’s management, reflect all adjustments which are necessary to present fairly the Company’s financial position as of September 30, 2020, the results of its operations for the three and nine months ended September 30, 2020 and 2019 and cash flows for the nine months ended September 30, 2020 and 2019. Such adjustments are of a normal and recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2019, and the notes thereto, included in the Prospectus. Cash, Cash Equivalents and Restricted Cash The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Amounts in restricted cash consist of a security deposit and a letter of credit, both of which secure the Company’s respective office spaces. Pursuant to the Hit Discovery divestiture in March 2020, and the assignment and assumption of the Company’s Branford, CT lease to Valo Health, the security deposit restricted as of December 31, 2019 was transferred to Valo Health (see Note 16). In connection with the Company entering into a new lease in September 2020, the Company delivered a letter of credit equal to six months of the initial base rent which was included in restricted cash as of September 30, 2020. Restricted cash is included in other assets on the condensed consolidated balance sheets. The following table reconciles cash, cash equivalents and restricted cash as of September 30, 2020 and 2019 to the condensed consolidated statements of cash flows (in thousands): September 30, 2020 2019 Cash and cash equivalents $ 79,865 $ 55,790 Restricted cash 2,470 616 Total cash, cash equivalents and restricted cash as shown in the condensed consolidated statements of cash flows $ 82,335 $ 56,406 Marketable Securities Marketable securities generally consist of U.S. Treasury securities, debt securities of U.S. government agencies and corporate entities and commercial paper. The objectives for holding investments are to invest the Company’s excess cash resources in investment vehicles that provide a better rate of return compared to an interest-bearing bank account with limited risk to the principal invested. Marketable securities with original maturities of greater than 90 days and remaining maturities of less than one year from the balance sheet date are classified as short-term marketable securities. Marketable securities with remaining maturities of greater than one year from the balance sheet date are classified as long-term marketable securities. All investments are classified as held-to-maturity Held-to-maturity Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with the equity holders. There was no difference between net loss and comprehensive loss presented in the accompanying condensed consolidated financial statements for the three and nine months ended September 30, 2020 and 2019. Deferred Offering Costs The Company capitalizes certain legal, professional accounting, and other third-party fees that are directly associated with in-process paid-in paid-in Equity-Based Compensation The Company accounts for equity awards, including grants of enterprise incentive shares, enterprise junior stock, stock options, restricted stock units and restricted common stock, in accordance with ASC 718, Compensation—Stock Compensation (“Topic 718”). Topic 718 requires all equity-based payments to employees, which includes grants of employee equity awards, to be recognized in the condensed consolidated statements of operations and comprehensive loss based on their grant date fair values. The Company recognizes equity-based compensation expense for any non-employee non-employee For awards granted prior to the close of the IPO, in the second quarter of 2020, the Company used a probability-weighted expected returns method (“PWERM”) with four scenarios to value the common securities underlying the awards: an IPO, a delayed IPO, a sale of the Company and a remain private scenario. In the IPO and sale scenarios, the Company estimated an equity value based on the guideline public company method under a market approach. The guideline public companies consist of biopharmaceutical companies with recently completed initial public offerings. For the remain private scenario, the Company back-solved to the price of a recently issued preferred security. The Company converted its estimated future value in each scenario to present value using a risk-adjusted discount rate. The relative probability of each scenario was determined based on an assessment of then-current market conditions. Where appropriate, the Company applied a discount for lack of marketability to the value indicated for the common securities. There are significant judgments and estimates inherent in the determination of the fair value of the common securities. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred securities, the superior rights and preferences of securities senior to the common securities at the time of, and the likelihood of, achieving a liquidity event, such as an IPO or sale. Significant changes to the key assumptions used in the valuations could result in different fair values of common securities at each valuation date. For awards granted on or subsequent to the close of the IPO, for the nine months ended September 30, 2020, the fair value of the common stock underlying the awards is estimated based on the fair value of the Company’s common stock on the grant date. The Company estimates the fair value of stock options using the Black-Scholes option pricing model, which uses as inputs the estimated fair value of common securities, and certain management estimates, including the expected stock price volatility, the expected term of the award, the risk-free rate, and expected dividends. Expected volatility is calculated based on reported volatility data for a representative group of publicly traded companies for which historical information is available. The Company selects companies with comparable characteristics with historical share price information that approximates the expected term of the equity-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period that approximates the calculated expected term of the stock options. The Company will continue to apply this method until a sufficient amount of historical information regarding the volatility of its stock price becomes available. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The Company uses the simplified method, under which the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The Company utilizes this method due to lack of historical exercise data. The expected dividend yield is assumed to be zero as the Company has no current plans to pay any dividends on common stock. For awards with service-based vesting conditions, the Company recognizes equity-based compensation expense on a straight-line basis over the vesting period. For awards subject to performance conditions, the Company recognizes equity-based compensation expense using an accelerated recognition method over the remaining service period when the Company determines the achievement of the performance condition is probable. The Company classifies equity-based compensation expense in its condensed consolidated statements of operations and comprehensive loss consistent with the classification of the award recipient’s compensation expense. Recently Issued Accounting Pronouncements In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842)—Effective Dates for Certain Entities 2020-05”), No. 2016-02, Leases No. 2014-09, Revenue from Contracts with Customers (Topic 606) | Note 2—Summary of Significant Accounting Policies Basis of Presentation and Consolidation The consolidated financial statements prior to the Reorganization include the accounts of Forma Therapeutics Holdings, LLC and its wholly owned subsidiaries. The consolidated financial statements subsequent to the Reorganization include the accounts of Forma Therapeutics Holdings, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company has prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standard Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Effective January 1, 2019, the Company adopted the provisions of ASU No. 2014-09, Revenue from Contracts with Customers, 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 consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of Common 1 shares, common stock, enterprise incentive shares, enterprise junior stock, warrant liability, accrued expenses, income taxes, standalone selling price, estimated variable consideration and proportional performance in calculating revenue recognition. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision-maker, the Company’s chief executive officer, view the Company’s operations and manages its business as a single operating segment. Cash, Cash Equivalents and Restricted Cash The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Amounts in restricted cash consist of a security deposit and a letter of credit, both of which secure the Company’s respective office spaces. Restricted cash is included in other assets on the consolidated balance sheets. The following table reconciles cash, cash equivalents and restricted cash per the consolidated balance sheets to the consolidated statements of cash flows (in thousands): DECEMBER 31, 2018 2019 Cash and cash equivalents $ 83,448 $ 173,180 Restricted cash 616 616 Total cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 84,064 $ 173,796 Marketable Securities Marketable securities generally consist of U.S. Treasury securities, debt securities of U.S. government agencies and corporate entities and commercial paper. The objectives for holding short-term investments are to invest the Company’s excess cash resources in investment vehicles that provide a better rate of return compared to an interest-bearing bank account with limited risk to the principal invested. All short-term investments, which are held for one year or less, are classified as held-to-maturity Held-to-maturity Concentration of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk include cash equivalents, marketable securities and accounts receivable. Substantially all of the Company’s cash deposits are maintained at large, creditworthy financial institutions. Concentration of credit risk with respect to receivables is limited to certain customers to which the Company makes substantial sales. Customers are granted credit on an unsecured basis. To mitigate risk, the Company routinely assesses the financial strength of its customers which are primarily large pharmaceutical companies. The Company’s policy is to maintain allowances for estimated losses associated with the inability of its customers to make required payments. The Company provides an allowance for doubtful accounts based on known accounts receivable balances that are determined to be uncollectible, historical experience and other currently available evidence. The Company’s senior management reviews accounts receivables on a periodic basis to determine if any receivables may be potentially uncollectable. An amount is written off against the allowance after all attempts have failed to collect the receivable. Based on management’s review, no allowances for doubtful accounts were recorded for the years ended December 31, 2018 and 2019. For each year ended December 31, 2018 and 2019, one customer accounted for 97% and 96%, respectfully, of total revenue. As of both December 31, 2018, and 2019, the same customer represented 100% of the accounts receivable balance. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. Repairs and maintenance costs are expensed as incurred. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are eliminated from the consolidated balance sheets and any related gain or loss is reflected in the consolidated statements of operations and comprehensive income (loss). Depreciation is computed using the straight-line method over the following useful lives: ESTIMATED USEFUL LIFE Computer and office equipment 3 years Software 3-5 Lab equipment 3-5 Furniture and fixtures 3 years Leasehold improvements Shorter of estimated useful life or lease term Assets Held-for-Sale The Company classifies assets as held-for-sale held-for-sale held-for-sale Classification of Preferred Shares and Preferred Stock The Company records all preferred shares and preferred stock upon issuance at its respective fair value or original issuance price less direct and incremental issuance costs, as stipulated by its terms. The Company classifies its preferred shares and preferred stock outside of stockholders’ equity (deficit), if the redemption of such shares is at the option of the holder or any deemed redemption event is outside the Company’s control. The Company adjusts the carrying values of its preferred shares and preferred stock to its redemption value when the redemption value exceeds the carrying value and when the preferred shares and preferred stock are currently redeemable or probable of becoming redeemable. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, the first two are considered observable and the last is considered unobservable: • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s warrants to purchase shares of redeemable convertible and convertible preferred securities, money market funds, and repurchase agreements are carried at fair value, determined according to the fair value hierarchy described above. The Company has no other financial assets or liabilities that are measured at fair value on a recurring basis. Research and Development Research and development costs are charged to operations in the period incurred and include internal and external costs incurred in performing research and development activities in connection with the discovery and development of product candidates. Such expenses primarily consist of personnel costs, including compensation, benefits and other related expenses, equity-based compensation, clinical supplies, research and development facilities and related expenses, and third-party contract costs relating to research, process and formulation development, preclinical and clinical studies and regulatory operations. Patent Costs Costs to secure, defend and maintain patents are expensed as incurred, and are classified as general and administrative expenses due to the uncertainty of future benefits. Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with the equity holders. There was no difference between net income (loss) and comprehensive income (loss) presented in the accompanying consolidated financial statements for the years ended December 31, 2018 and 2019. Income Taxes Prior to the Reorganization, Forma Therapeutics Holdings, LLC, a limited liability company, was treated as a “pass-through” entity for federal income tax purposes. As such, it did not pay federal income taxes. Rather, the income, gains and losses were allocated to the holders of the Company’s redeemable convertible and convertible preferred shares and Common 1 shares. Its subsidiaries were corporations for income tax purposes and recorded income taxes using the asset and liability method. Subsequent to the Reorganization, Forma Therapeutics Holdings, Inc. and the Company’s subsidiaries are corporations for income tax purposes and record income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company’s financial statements contain certain deferred tax assets, which have arisen primarily as a result of operating losses, as well as other temporary differences between financial and tax accounting. Accounting guidance requires the Company to establish a valuation allowance if the likelihood of realization of the deferred tax assets is reduced based on an evaluation of objective verifiable evidence. Significant management judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities and any valuation allowance recorded against those net deferred tax assets. The Company evaluates the weight of all available evidence to determine whether it is more likely than not that some portion of all of the net deferred income tax assets will not be realized. The guidance on accounting for and disclosure of uncertainty in tax positions requires the Company 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 on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. Warrant Liability The Company accounts for its warrants as either equity or liabilities based on the characteristics and provisions of each instrument. When the warrant agreement includes terms and provisions in which an event could occur that requires the Company to transfer cash or other assets to the warrant holder in exchange for either (i) the outstanding warrant or (ii) the underlying share issuable upon exercise of the warrant and that event is outside of the Company’s control, the warrant is accounted for as a liability. Warrants classified as liabilities are recorded at fair value on the date of grant and are subsequently remeasured to fair value at each balance sheet date. Changes in the fair value of the warrant are recognized as a component of other income (expense) in the consolidated statements of operations and comprehensive income (loss). The Company estimates the fair value of these liabilities using Black-Scholes option-pricing models and assumptions that are based on the individual characteristics of the warrants on the valuation date, as well as assumptions including the fair value per share of the underlying security, the remaining contractual term of the warrant, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying security. Deferred Offering Costs The Company capitalizes certain legal, professional accounting, and other third-party fees that are directly associated with in-process paid-in Revenue Recognition Subsequent to the Adoption of Topic 606 Effective January 1, 2019, the Company adopted Topic 606 using the modified retrospective transition method. The provisions of Topic 606 apply to all contracts with customers, except those that are within the scope of other standards, such as leases, insurance, collaboration agreements and financial instruments. In accordance with this method, the Company recorded a cumulative effect adjustment in applying Topic 606 to all contracts not substantially complete as of the adoption date. Refer to Recently Adopted Accounting Pronouncements below for the impact of adoption. The Company enters into collaboration agreements within the scope of Topic 606. Under these collaboration agreements, the Company provides research and development services, license rights and options for additional goods and services to customers. The agreements typically include a combination of upfront, non-refundable Topic 606 requires entities to recognize revenue when (or as) control of the promised goods or services transfer to the customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those promised goods or services. In order to meet this objective, the Company applies the five-step model prescribed by Topic 606 as follows: (i) identify the contract with the customer; (ii) identify the performance obligation(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s); and (v) recognize revenue when (or as) the performance obligation(s) is satisfied. The Company applies the five-step model to contracts with customers when it is deemed probable that the consideration to which it will be entitled in exchange for the goods or services transferred will be collected. When optional goods or services are offered, the Company assesses the options to determine whether the options grant the customer a material right. This determination includes whether the option is priced at an amount that the customer would not have received without entering into the contract with the Company. If the Company concludes the option conveys a material right, it is accounted for as a separate performance obligation. In identifying performance obligations in a contract, the Company identifies those promises that are distinct. Promised goods or services are considered distinct when the customer can benefit from the goods or services on their own, or together with readily available resources, and the goods or services are separately identifiable from other promises in the contract. If a promise is not distinct, it is combined with other promises in the contract until the combined group of promises is capable of being distinct. At contract inception, the Company determines transaction price based on the amount of consideration the Company expects to receive in exchange for the promised goods and services transferred. Consideration may be fixed or variable, or both. When a contract includes variable consideration, the Company applies either the expected amount method or the most likely amount method to estimate the consideration to be received. The Company then assesses whether it is probable that a significant reversal of revenue will not occur if the variable consideration is included in the measure of transaction price. If the probability threshold is not met, the Company constrains the variable consideration to the extent it is not probable that a significant reversal of revenue will not occur. For contracts that include sales-based royalties for licensed compounds, the Company recognizes revenue at the date when the related sales occur. Finally, the Company determines whether the contract contains a significant financing component by analyzing the promised consideration relative to the standalone selling price of the promised goods and services and the timing of payment relative to the transfer of the promised goods and services. At each reporting date, the Company reassesses the transaction price and probability of achievement of the performance obligations and the associated constraints on transaction price. If necessary, the Company adjusts its transaction price, recording a cumulative catch-up Transaction price is allocated based on relative standalone selling price of the performance obligations in the contract. When variable consideration relates to one or more, but not all, performance obligations in the contract, and allocating the variable consideration to the related performance obligations results in an amount the Company would expect to receive for those performance obligations, the variable consideration is allocated to those performance obligations to which it relates. Determining the standalone selling price of the performance obligations requires management judgment as the performance obligations may not be sold on a standalone basis. To estimate standalone selling price, the Company considers comparable transactions, both internal and in the marketplace, elements of the negotiations of the contract, estimated costs to complete the respective performance obligations and reasonable profit margins the Company and others in the marketplace would expect to receive for the various elements of the contract. Revenue is recognized when (or as) control of a performance obligation is transferred to the customer. When combined performance obligations contain a promised license and related services or other promises, management judgment is required to determine the appropriate timing of revenue recognition. In doing so, the Company must identify the predominant promise or promises in the contract to determine whether revenue is recognized at a point in time or over time. If over time, the Company must determine the appropriate measure of progress. If a license is deemed to be the predominant promise in a performance obligation, the Company must determine the nature of the license, whether functional or symbolic intellectual property, to conclude whether point-in-time At each reporting date, the Company calculates the measure of progress for the performance obligations transferred over time. The calculation generally uses an input measure based on costs incurred to-date catch-up Payments in the Company’s contracts are generally based on stated billing intervals in the contracts. Payments are generally due within 30 days of invoicing, with stated interest rates on overdue balances. Amounts are recorded in accounts receivable when the right to consideration is unconditional. Payments received in advance of transfer of the associated performance obligations are reflected in deferred revenue until the Company transfers control of the performance obligations to the customer. Prior to the Adoption of Topic 606 Prior to the adoption of Topic 606, the Company recognized revenue from collaboration arrangements in accordance with ASC 605, Revenue recognition (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred, or services have been rendered; (iii) the seller’s price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the consolidated balance sheets. Amounts expected to be recognized as revenue within the twelve months following the balance sheet date are classified as current liabilities. Amounts not expected to be recognized as revenue within the twelve months following the balance sheet date are classified as deferred revenue, noncurrent. Multiple element arrangements The Company analyzes its strategic partnerships that include multiple element arrangements based on the guidance in ASC 605-25, Revenue Recognition—Multiple Element Arrangements 605-25”). 605-25, Options are considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the option. Factors that the Company considers in evaluating whether an option is substantive include the cost to exercise the option, the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the option and the likelihood the option will be exercised. When an option is considered substantive, the Company does not consider the option or item underlying the option to be a deliverable at the inception of the arrangement and the associated option fees are not included in the allocable consideration, assuming the option is not priced at a significant and incremental discount. Conversely, when an option is not considered substantive, the Company would consider the option including other deliverables contingent upon the exercise of the option, to be a deliverable at the inception of the arrangement and a corresponding amount would be included in the allocable arrangement consideration. Notwithstanding whether the option is considered substantive or non-substantive, Allocation of arrangement consideration Arrangement consideration that is fixed or determinable is allocated among the separate units of accounting using the relative selling price method. Then, the applicable revenue recognition criteria in ASC 605-25 605-25. Pattern of recognition The Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC 605 are satisfied for that particular unit of accounting. Deliverables under collaboration agreements generally consist of licenses and research and development services. License revenue is recognized when the license is delivered, when it is determined to have stand-alone value from the undelivered elements of the arrangement. If the license does not have stand-alone value, the amounts allocated to the license will be combined with the related undelivered items as a single unit of accounting. The revenue recognition of a combined unit of accounting typically follows the pattern of revenue of the last delivered item in the combined unit of accounting. The Company recognizes the amounts associated with research and development services and other service-related deliverables over the associated period of performance. If there is no discernable pattern of performance or objectively measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service is provided to the customer can be determined and objectively measurable performance exists, then the Company recognizes revenue under the arrangement using the proportional performance method. The Company recognizes revenue associated with license options upon exercise of the option, if the underlying license has standalone value from the other deliverables to be provided subsequent to delivery of the license. If the license does not have standalone value, the amounts allocated to the license option will be combined with the related undelivered items as a single unit of accounting. Revenue recognized is limited to the lesser of the cumulative amount of payments received or the cumulative revenue earned determined using the straight-line method or proportional performance, as applicable, as of the balance sheet date. Recognition of milestones and royalties At the inception of each arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at-risk. at-risk, at-risk, The Company will recognize royalty revenue, if any, in the period of sale of the related product(s), based on the underlying contract terms, provided that the reported sales are reliably measurable, and the Company has no remaining performance obligations, assuming all other revenue recognition criteria are met. To date, the Company has not earned any royalty revenue. Reimbursable out-of-pocket Net Income (Loss) per Share The Company follows the two-class B-1 B-2 two-class two-class Net income (loss) allocable to common securities stock is equal to the net income (loss) less: (i) cumulative dividends and preferred returns on preferred securities accrued during the period, whether or not declared; (ii) noncumulative dividends declared on classes of securities other than common securities, whether or not paid; (iii) increases or decreases in carrying value of preferred securities, including accretion on preferred securities to its redemption value, gains or losses resulting from extinguishments on preferred securities and distributions on preferred securities in excess of accrued cumulative dividends or preferred returns; and (iv) participation rights in undistributed earnings. Basic net income (loss) per share is calculated by dividing net income (loss) allocable to common securities by the weighted-average number of shares of common securities outstanding for the period, which includes the warrants to purchase common securities at $0.04 per share to the extent they are outstanding. Diluted net loss per share is calculated by dividing the diluted net loss allocable to common securities by the weighted-average number of common securities outstanding used to calculate basic net income (loss) per share, plus the effect of potential common securities to the extent they are dilutive. Equity-Based Compensation The Company accounts for equity awards, including grants of enterprise incentive shares, enterprise junior stock and stock options, in accordance with ASC 718, Compensation – Stock Compensation non-employees 505-50, Equity-Based Payment to Non-Employees 505-50”). 505-50, non-employees No. 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting 2018-07”). 2018-07, non-employees 505-50. non-employee non-employee The Company used a hybrid of the probability-weighted expected returns method (“PWERM”), and the option pricing method (“OPM”) when allocating enterprise value to classes of securities. Under the PWERM, the value of an enterprise, and its underlying common securities, are estimated based on an analysis of future values for the enterprise, assuming various outcomes. The value of the common securities is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes and the rights of each class of equity. The future values of the common securities under the various outcomes are discounted back to the valuation date at an appropriate risk-adjusted discount rate and then probability weighted to determine the value for the common securities. The OPM treats common securities and preferred securities as call options on the enterprise’s equity value, with exercise prices based on the liquidation preferences of the preferred securities. Under this method, the common securities have value only if the funds available for distribution to shareholders exceed the value of the liquidation preferences at the time of a liquidity event. The Black-Scholes model is used to price the call option, and the model includes assumptions for the time to liquidity and the volatility of equity value. The hybrid method is a hybrid between the PWERM and OPM, estimating the probability-weighted value across multiple scenarios but using the OPM to estimate the allocation of value within one or more of those scenarios. When using the hybrid method, the Company assumed two scenarios: an IPO scenario and a remain-private scenario. The IPO scenario estimated an equity value based on the guideline public company method under a market approach. The guideline public companies considered for this scenario consist of biopharmaceutical companies with recently completed initial public offerings. The Company converted the estimated future value in an IPO to present value using a risk-adjusted discount rate. The equity value for the remain-private scenario was estimated using the discounted cash flow method or by back-solving to the price of a recently issued preferred security. In the remain-private scenario, value is allocated to the Company’s equity securities using the OPM. In the OPM, volatility is estimated based on the trading histories of selected guideline public companies. The relative probability of each scenario was determined based on an assessment of then-current market conditions and the Company’s expectations as to timing and prospects of an IPO. There are significant judgments and estimates inherent in the determination of the fair value of the common securities. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred securities, the superior rights and preferences of securities senior to the common securities at the time of, and the likelihood of, achieving a liquidity event, such as an IPO or sale. Significant changes to the key assumptions used in the valuations could result in different fair values of common securities at each valuation date. The Company estimates the fair value of stock options using the Black-Scholes option pricing model, which uses as inputs the estimated fair value of common securities, and certain management estimates, including the expected stock price volatility, the expected term of the award, the risk-free rate, and expected dividends. Expected volatility is ca |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Fair Value of Financial Assets and Liabilities | Note 3—Fair Value of Financial Assets and Liabilities The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements at the Reporting Date Using September 30, 2020 Quoted Prices In Active Markets Using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets—Cash equivalents Repurchase agreements $ 25,000 $ — $ 25,000 $ — Money market funds 31,765 31,765 — — Commercial paper 9,999 — 9,999 — Corporate debt securities 11,131 — 11,131 — Total $ 77,895 $ 31,765 $ 46,130 $ — Fair Value Measurements at the Reporting Date Using December 31, 2019 Quoted Prices In Active Markets Using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets—Cash equivalents Money market funds $ 56,930 $ 56,930 $ — $ — Total $ 56,930 $ 56,930 $ — $ — Liabilities Warrant liability $ 364 $ — $ — $ 364 Total $ 364 $ — $ — $ 364 During the nine months ended September 30, 2020 and twelve months ended December 31, 2019 there were no transfers into or out of Level 3. As of December 31, 2019, the warrant liability balance was comprised of three warrants to purchase an aggregate of 299,999 shares of Series B-3 B-3 paid-in The value for the warrant liability balance is based on a Black-Scholes option pricing model using significant inputs not observable in the market which represents a Level 3 measurement within the fair value hierarchy. Gains and losses on remeasurement of Level 3 securities are included in other income (loss), net on the condensed consolidated statements of operations and comprehensive loss. The following assumptions were used to determine the fair value of the warrants to purchase common stock and Series B-3 July 1, 2020 December 31, 2019 Risk-free interest rate 0.31 % 1.73 % Expected term (in years) 5.0 5.5 Expected volatility 75.8 % 71.1 % Expected dividend yield 0.0 % 0.0 % Fair value per share of underlying common stock $ 46.37 $ — Fair value per share of underlying Series B-3 $ — $ 1.40 The following table provides a summary of changes in fair value of the Level 3 warrant liability (in thousands): Warrant Liability Balance at December 31, 2018 $ 1,711 Exercise of warrant to purchase Series C1 Preferred Shares (385 ) Change in fair value (515 ) Balance at September 30, 2019 $ 811 Balance at December 31, 2019 $ 364 Change in fair value 2,597 Net exercise of warrants to purchase common stock (2,961 ) Balance at September 30, 2020 $ — | Note 3—Fair Value of Financial Assets and Liabilities The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): FAIR VALUE MEASUREMENTS AT THE REPORTING DATE USING DECEMBER 31, QUOTED (LEVEL 1) SIGNIFICANT (LEVEL 2) SIGNIFICANT UNOBSERVABLE (LEVEL 3) Assets—Cash equivalents Repurchase agreement $ 16,500 $ — $ 16,500 $ — Money market funds 26,361 26,361 — — Total $ 42,861 $ 26,361 $ 16,500 $ — Liabilities Warrant liability $ 1,711 $ — $ — $ 1,711 Total $ 1,711 $ — $ — $ 1,711 FAIR VALUE MEASUREMENTS AT THE REPORTING DATE USING DECEMBER 31, QUOTED (LEVEL 1) SIGNIFICANT (LEVEL 2) SIGNIFICANT (LEVEL 3) Assets—Cash equivalents Money market funds 56,930 56,930 — — Total $ 56,930 $ 56,930 $ — $ — Liabilities Warrant liability $ 364 $ — $ — $ 364 Total $ 364 $ — $ — $ 364 During the years ended December 31, 2018 and 2019 there were no transfers between Level 1, Level 2 and Level 3. The warrant liability balance is comprised of warrants to purchase: (i) Series B and Series C1 redeemable convertible preferred shares; and (ii) Series B-3 The following table provides a summary of changes in fair value of the Level 3 warrant liability (in thousands): WARRANT Balance at December 31, 2017 $ 2,195 Change in fair value (484 ) Balance at December 31, 2018 $ 1,711 Exercise of warrant to purchase Series C1 redeemable convertible shares (385 ) Change in fair value (962 ) Balance at December 31, 2019 $ 364 |
Marketable Securities
Marketable Securities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | ||
Marketable Securities | Note 4—Marketable Securities The following table presents the carrying amounts and estimated fair values of financial instruments not measured at fair value in the condensed consolidated balance sheets as they are considered held-to-maturity The Company’s investments by type consisted of the following (in thousands): September 30, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Assets U.S. Government securities $ 146,647 $ 21 $ — $ 146,668 Commercial paper 142,377 — (5 ) 142,372 Corporate debt securities 15,457 — (3 ) 15,454 Total $ 304,481 $ 21 $ (8 ) $ 304,494 As marketable securities are considered held-to-maturity, | Note 4—Marketable Securities The following table presents the carrying amounts and estimated fair values of financial instruments not measured at fair value in the consolidated balance sheets as they are considered held-to-maturity The Company’s investments by type consisted of the following (in thousands): DECEMBER 31, 2018 AMORTIZED GROSS GROSS ESTIMATED Assets U.S. Government securities $ 68,851 $ — $ (17 ) $ 68,834 Total $ 68,851 $ — $ (17 ) $ 68,834 As marketable securities are considered held-to-maturity, |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Expenses and Other Current Assets | Note 5—Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, 2020 2019 Prepaid expenses $ 6,571 $ 3,258 Other non-trade 1,059 56 Installment Receivable (Note 16) 14,131 — $ 21,761 $ 3,314 | Note 5—Prepaid Expenses and Other Current Assets Prepaid and other current assets consisted of the following (in thousands): DECEMBER 31, 2018 2019 Prepaid expenses $ 5,145 $ 3,258 Interest receivable 296 56 $ 5,441 $ 3,314 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | Note 6—Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2020 2019 Computer and office equipment $ 2,166 $ 2,386 Software 2,451 2,583 Lab equipment 5,028 16,377 Furniture and fixtures 377 470 Leasehold improvements 3,402 3,391 13,424 25,207 Less: Accumulated depreciation (11,752 ) (20,105 ) $ 1,672 $ 5,102 Pursuant to the Hit Discovery divestiture, the Company sold equipment with a net carrying value of $2.4 million to Valo Health (see Note 16). Depreciation and amortization expense related to property and equipment for the three months ended September 30, 2020 and 2019 totaled $0.3 million and $0.6 million, respectively, and for the nine months ended September 30, 2020 and 2019 totaled $1.1 million and $2.1 million, respectively. | Note 6—Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): DECEMBER 31, 2018 2019 Computer and office equipment $ 2,378 $ 2,386 Software 2,385 2,583 Lab equipment 16,372 16,377 Furniture and fixtures 456 470 Leasehold improvements 3,087 3,391 24,678 25,207 Less: Accumulated depreciation (17,437 ) (20,105 ) $ 7,241 $ 5,102 Depreciation and amortization expense related to property and equipment for the years ended December 31, 2018 and 2019 totaled $3.5 million and $2.7 million, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses and Other Current Liabilities | Note 7—Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, 2020 2019 Employee compensation $ 5,374 $ 6,681 Professional and consulting services 994 1,540 Research and development related accruals 19,119 11,005 Other current liabilities 1,011 882 $ 26,498 $ 20,108 | Note 7—Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): DECEMBER 31, 2018 2019 Employee compensation $ 10,272 $ 6,681 Professional and consulting services 1,605 1,540 Research and development related accruals 8,441 11,005 Other current liabilities 396 882 $ 20,714 $ 20,108 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 8—Commitments and Contingencies Operating Lease Commitments The Company’s operating lease activity is primarily comprised of noncancelable facilities leases for office and laboratory space in Watertown, MA and Branford, CT. The Company’s Watertown, MA lease is with a landlord who is an investor and related party of the Company. As amended on September 30, 2017, the lease is subject to annual increases to base rent over a term expiring in January 2024. The lease included a tenant improvement allowance of $0.5 million, of which the Company has used the entire allowance. The lease terms provide for one five-year extension term with base rent calculated on the then-market rate. The lease is secured by a letter of credit of $0.5 million that is classified in other assets on the condensed consolidated balance sheets. The Company records rent expense for the Watertown, MA lease on a straight-line basis accounting for the amortization of the tenant improvement allowance and the deferred rent credit as of the amendment date as reductions to rent expense. Pursuant to the Hit Discovery divestiture, the Company’s Branford, CT lease was assigned to and assumed by Valo Health. Valo Health will pay the landlord rental amounts due under the lease including minimum lease payments of $0.2 million, $0.8 million, $0.8 million and $0.8 million for the three months ended December 31, 2020 and the twelve months ended December 31, 2021, 2022 and 2023, respectively. The Company remains jointly and severally liable for the remaining lease payments under the lease. In the event Valo Health does not make payments under the lease, the Company would be expected to pursue available remedies under the Asset Purchase Agreement (the “Agreement”) executed pursuant to the sale (see Note 16). In September 2020, the Company entered into a new lease for office and laboratory space with the landlord of the Company’s existing lease in Watertown, MA. The new lease for office and laboratory space, also located in Watertown, MA, is subject to base rent of $0.3 million per month, plus its ratable share of taxes, maintenance and other operating expenses. Base rent is subject to a 3.0% annual increase over the 10-year Rent expense for the three months ended September 30, 2020 and 2019 was approximately $0.5 million and $0.7 million, respectively, and for the nine months ended September 30, 2020 and 2019 was approximately $1.8 million and $2.2 million, respectively. Future minimum lease payments under the existing operating leases, including the Branford, CT lease for which the Company remains jointly and severally liable, as of September 30, 2020 were as follows (in thousands): Minimum Lease Payments 2020 (excluding the nine months ended September 30, 2020) $ 745 2021 3,045 2022 3,113 2023 3,182 2024 197 $ 10,282 Guarantees and Indemnification Obligations The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the indemnified party for losses and costs incurred by the indemnified party, generally the Company’s customers, in connection with any patent, copyright, trade secret or other intellectual property or personal right infringement claim by any third party with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Based on historical experience and information known as of September 30, 2020 and December 31, 2019, the Company had not incurred any costs for the above guarantees and indemnities. | Note 8—Commitments and Contingencies Operating Lease Commitments The Company’s operating lease activity is primarily comprised of noncancelable facilities leases for office and laboratory space in Watertown, MA and Branford, CT. The Company’s Watertown, MA lease is with a landlord who is an investor and related party of the Company. As amended on September 30, 2017, the lease is subject to annual increases to base rent over a term expiring in January 2024. The lease included a tenant improvement allowance of $0.5 million, of which the Company has used the entire allowance. The lease terms provide for one five-year extension term with base rent calculated on the then-market rate. The lease is secured by a letter of credit of $0.5 million that is classified in other assets on the consolidated balance sheets. The Company records rent expense for the Watertown, MA lease on a straight-line basis accounting for the amortization of the tenant improvement allowance and the deferred rent credit as of the amendment date as reductions to rent expense. As amended on January 1, 2018, the Company’s Branford, CT lease is subject to annual increases to base rent over a term expiring in December 2023. The lease included a tenant improvement allowance of $1.0 million, of which $0.1 million remains unused. In addition to base rent, monthly rental payments include the Company’s proportionate share of operating expenses. The lease terms provide for one five-year extension term with base rent calculated on a discounted then-market rate. The lease is secured by a security deposit held by the landlord of $0.1 million that is classified in other assets on the consolidated balance sheets. The Company records rent expense for the Branford, CT lease on a straight-line basis accounting for the amortization of the tenant improvement allowance and the deferred rent credit as of the amendment date as reductions to rent expense. Rent expense for the years ended December 31, 2018 and 2019 was approximately $2.9 million and $2.9 million, respectively. Future minimum lease payments under operating leases as of December 31, 2019 was as follows (in thousands): MINIMUM 2020 $ 2,977 2021 3,045 2022 3,113 2023 3,182 2024 197 $ 12,514 The deferred rent liability recorded on the Company’s consolidated balance sheets as of December 31, 2018 and 2019 included the cumulative difference between actual facility lease payments and lease expense recognized ratably over the operating lease period. Deferred rent was $2.0 million and $1.8 million as of December 31, 2018 and 2019, respectively. Guarantees and Indemnification Obligations The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the indemnified party for losses and costs incurred by the indemnified party, generally the Company’s customers, in connection with any patent, copyright, trade secret or other intellectual property or personal right infringement claim by any third party with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Based on historical experience and information known as of December 31, 2018 and 2019, the Company had not incurred any costs for the above guarantees and indemnities. |
Restructuring Charges
Restructuring Charges | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring Charges | Note 9—Restructuring Charges In January 2019, the Company undertook an organization realignment to reduce the Company’s cost base and simplify its business goals to focus on a wholly owned pipeline. To achieve this cost reduction, the Company reduced its headcount by approximately 40%. Restructuring charges incurred were comprised of termination benefits including expenses for severance, health benefits and outplacement services. The Company paid the balance of its remaining restructuring accrual in June 2020. The following table summarizes the restructuring activity during the year (in thousands): Accrued Restructuring Costs Balance at December 31, 2018 $ — Restructuring costs incurred 5,620 Termination benefits paid (4,782 ) Balance at September 30, 2019 $ 838 Balance at December 31, 2019 $ 325 Restructuring costs incurred 63 Termination benefits paid (388 ) Balance at September 30, 2020 $ — | Note 9—Restructuring Charges In January 2019, the Company undertook an organization realignment to reduce the Company’s cost base and simplify its business goals to focus on a wholly owned pipeline. To achieve this cost reduction, the Company reduced its headcount by approximately 40%. Accordingly, the Company recorded a restructuring charge of $5.3 million, which was comprised of termination benefits including expenses for severance, health benefits and outplacement services. As of December 31, 2019, $0.3 million of the restructuring charge remains accrued and unpaid and is recorded in accrued expenses and other current liabilities in the consolidated balance sheets. The Company expects to pay the balance of its restructuring accrual in 2020. The following table summarizes the restructuring activity during the year (in thousands): ACCRUED Balance at December 31, 2018 $ — Restructuring costs incurred 5,290 Termination benefits paid (4,965 ) Balance at December 31, 2019 $ 325 |
Redeemable Convertible and Conv
Redeemable Convertible and Convertible Preferred Shares and Stockholders' Equity (Deficit) prior to Reorganization | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Redeemable Convertible and Convertible Preferred Shares and Stockholders' Equity (Deficit) prior to Reorganization | Note 10—Redeemable Convertible and Convertible Preferred Shares and Stockholders’ Equity (Deficit) prior to Reorganization Redeemable Convertible and Convertible Preferred Shares Prior to January 1, 2018, the Company issued 2,304,815 of Series A convertible preferred shares (the “Series A Preferred Shares”), 23,711,925 Series B redeemable convertible preferred shares (the “Series B Preferred Shares”) and 6,357,260 Series C1 redeemable convertible preferred shares (the “Series C1 Preferred Shares”) (collectively, the “Preferred Shares”) for gross proceeds of $5.5 million, $28.5 million and $10.0 million, respectively. As of December 31, 2018, the Company’s Series A Preferred Shares were classified in stockholders’ equity (deficit) as the shares did not have redemption features that were not solely within control of the Company. The Series A Preferred Shares were recorded at their initial fair value, equal to the original issuance price, less issuance costs, and were not subsequently remeasured. The Company’s Series B and Series C1 Preferred Shares are classified outside of stockholders’ equity (deficit) because the shares contain redemption features that are at the option of the holder. Accordingly, the Company has recorded the Series B and Series C1 Preferred Shares upon issuance at their respective fair value, less issuance costs, and any changes in redemption value are recognized immediately as they occur through adjustments to the carrying amounts of the instruments at the end of each reporting period. The Company accretes the Series B and Series C1 Preferred Shares to their redemption value at the end of each reporting period. As of December 31, 2018, the Preferred Shares consisted of the following (in thousands, except share data): PREFERRED PREFERRED CARRYING LIQUIDATION COMMON 1 Series A 2,444,815 2,304,815 $ 5,550 $ 9,358 768,195 Series B 24,011,924 23,711,925 56,453 56,453 5,543,400 Series C1 6,452,619 6,357,260 10,000 10,000 1,486,210 32,909,358 32,374,000 $ 72,003 $ 75,811 7,797,805 In March 2019, the Company issued 95,359 Series C1 Preferred Shares in connection with the exercise of a Series C1 preferred warrant by one of its investors. The warrant was exercised at a price per share of $1.573 for proceeds of $0.2 million. In March 2019, the Company approved a one-time one-time Pursuant to the LLC Agreement, the rights, preferences and privileges of the holders of the Preferred Shares at December 31, 2018 were as follows: Voting The holders of the Preferred Shares were entitled to vote on all matters submitted for a vote and had the right to vote the number of shares equal to the number of shares of Common 1 shares into which such Preferred Shares could convert on the record date for determination of holders entitled to vote. Approval of the majority of the holders of Series B and Series C1 Preferred Shares was required to: (i) amend, alter or repeal any portion of the Company’s organizational documents; (ii) create, or authorize the creation of any shares senior to or at parity with the Series C1 Preferred Shares; (iii) alter, or amend any existing share if such amendment would render such other share senior to or on a parity with either the Series B Preferred Shares or Series C1 Preferred Shares; (iv) liquidate, dissolve, or wind-up Preferred Return The holders of the Series A and Series B Preferred Shares were entitled to receive a preferred return in preference to any return on Common 1 shares at the rate of 5% and 8% per share, respectively, per annum compounded annually. The preferred return was payable only when, as, and if declared by the board of directors or upon redemption of Series B Preferred Shares or upon liquidation of Series A and Series B Preferred Shares. Through December 31, 2018, no preferred return had been declared or paid by the Company. The holders of the Series C1 Preferred Shares were not entitled to receive a preferred return. The total cumulative preferred return in arrears for the holders of Series A and Series B Preferred Shares as of December 31, 2018 was $3.8 million and $28.0 million, respectively, the majority of which was paid with the March 2019 distribution. Conversion Each share of Preferred Shares was convertible into Common 1 shares at the option of the holder any time after the date of issuance. In addition, the Preferred Shares would automatically be converted into Common 1 shares, at the applicable conversion ratio of each series, then in effect, upon either a majority vote by holders of Series B and Series C1 Preferred Shares, voting as a separate class, or upon a qualified public offering, defined as a firm commitment underwritten public offering at a pre-offering The conversion ratio for each series of Preferred Shares was determined by dividing the original issuance price by the conversion price, each subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization and other adjustments as set forth in the Company’s LLC Agreement. As of December 31, 2018, the original issuance price and conversion price for each class of Preferred Shares was as follows: ORIGINAL CONVERSION Series A $ 2.408 $ 7.2247 Series B $ 1.200 $ 5.1330 Series C1 $ 1.573 $ 6.7285 No adjustment in the Series A, Series B or Series C1 Preferred Shares conversion price was to be made as the result of the issuance or deemed issuance of additional Common 1 shares without written consent from the holders of at least 60% of the outstanding Series B Preferred Shares and 60% of the outstanding Series C1 Preferred Shares. Redemption The holders of at least 60% of the outstanding Series C1 Preferred Shares voting together were entitled, by written request delivered anytime on or after December 31, 2018, to require the Company to redeem the Series C1 Preferred Shares by paying in cash a sum equal to (i) outstanding Series C1 contribution account balance (initially equal to the outstanding Series C1 Preferred Shares times the original issuance price) and (ii) the amount of any additional distributions declared but unpaid. If the Company did not have sufficient funds legally available to redeem all Series C1 Preferred Shares to be redeemed at a redemption date, then the Company would redeem such shares ratably to the extent possible and redeem the remaining shares as soon as sufficient funds were legally available. The holders of at least 60% of the outstanding Series B Preferred Shares voting together was entitled, by written request delivered anytime on or after the later of (i) December 31, 2018 and (ii) the date upon which Series C1 Preferred Shares were redeemed, to require the Company to redeem the Series B Preferred Shares by paying in cash a sum equal to (i) the outstanding Series B contribution account balance (initially equal to the outstanding Series B Preferred Shares times the original issuance price), (ii) the Series B unpaid preferred return, (iii) the amount of any additional distributions declared but unpaid. If the Company did not have sufficient funds legally available to redeem all Series B Preferred Shares to be redeemed at a redemption date, then the Company would redeem such shares ratably to the extent possible and redeem the remaining shares as soon as sufficient funds were legally available. Redemption of Series B Preferred Shares could not take place until the Series C1 Preferred Shares were fully redeemed. Distribution and Liquidation Holders of Preferred Shares were entitled to receive distributions of cash flow or dividends if, when, and as declared by the board of directors, or in the event of a liquidation, dissolution or winding up of the Company, including a deemed liquidation. A deemed liquidation event was defined as a merger of the Company or the sale, lease, transfer, or other disposition of substantially all the assets of the Company. Such distributions were to be payable in the following order: (1) first, to the holders of Series C1 Preferred Shares, an amount that equaled the contribution account balances; (2) next, to the holders of Series A and Series B Preferred Shares, with amounts first applied to the unpaid preferred return and then to the contribution account balances; and (3) finally, to the holders of (i) Preferred Shares; (ii) Common 1 shares and (iii) enterprise incentive shares, pro rata, according to the aggregate number of shares held, treating all Preferred Shares as if they had been converted to Common 1 shares immediately prior to the distribution; provided however, that the distributions to the holders of the enterprise incentive shares would be subject to the enterprise incentive share thresholds (see Note 13). Common 1 Shares As of December 31, 2018, the Company’s LLC Agreement authorized the Company to issue 45,006,679 Common 1 shares. Pursuant to the LLC Agreement, the voting, dividend and liquidation rights of the holders of Common 1 shares were subject to and qualified by the rights, powers and preferences of the holders of Preferred Shares. The Common 1 shares had the following characteristics: Voting Holders of Common 1 shares were entitled to one vote per share held on all matters except in cases where a majority of Preferred Shares is required. Dividends The holders of Common 1 shares were entitled to receive dividends whenever funds were legally available and when declared by the board of directors, subject to the preferential rights of holders of classes of shares outstanding to which Common 1 shares were subordinate. Distribution and Liquidation After preference payments had been made to Preferred Shares, the remaining available assets were to be distributed to Common 1 shares, along with the Preferred Shares, on an as-converted Common 1 Shares Reserved for Future Issuances As of December 31, 2018, the Company had reserved Common 1 shares for the conversion of outstanding Preferred Shares, warrants to purchase Preferred Shares, warrants to purchase Common 1 shares and for future issuance under the 2012 Equity Incentive Plan, as Amended and Restated, as follows: SHARES For Series A Preferred Shares outstanding 768,195 For Series B Preferred Shares outstanding 5,543,400 For future issuances of Series B Preferred Shares pursuant to warrants to purchase Series B Preferred Shares 70,133 For Series C1 Preferred Shares outstanding 1,486,210 For future issuances of Series C1 Preferred Shares pursuant to warrant to purchase Series C1 Preferred Shares 22,293 For future issuances of Common 1 shares pursuant to warrants to purchase Common 1 shares 594,482 8,484,713 Equity-Classified Warrants During 2008, the Company issued one warrant to purchase 140,000 Series A Preferred Shares (the “Series A Preferred Warrant”), which in May 2018, expired unexercised. In April 2013, the Company, issued to the holders of the Series C1 Preferred Shares warrants exercisable for 594,482 Common 1 shares at an exercise price of $0.04 per share (the “Common 1 Warrants”). The warrants are exercisable at any time and expire in August 2020. The fair value of the Common 1 Warrants was estimated to be $1.6 million on the issuance date and represented a preferred share discount. As of December 31, 2018, the Common 1 Warrants to purchase 594,482 Common 1 shares remained outstanding. |
Reorganization
Reorganization | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Reorganization | Note 11—Reorganization In connection with the Reorganization: (1) Holders of Series A Preferred Shares of Forma Therapeutics Holdings, LLC received one share of Series A convertible preferred stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., (the “Series A Preferred Stock”) for each outstanding Series A Preferred Share held immediately prior to the Reorganization, with an aggregate of 2,304,815 shares of Series A Preferred Stock issued in the Reorganization; (2) Holders of Series B Preferred Shares of Forma Therapeutics Holdings, LLC received either one share of Series B-1 B-1 B-2 B-2 B-1 B-2 B-1 B-2 (3) Holders of Series C1 Preferred Shares of Forma Therapeutics Holdings, LLC received one share of Series C convertible preferred stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., (the “Series C Preferred Stock”) for each outstanding Series C1 Preferred Share held immediately prior to the Reorganization, with an aggregate of 6,452,619 shares of Series C Preferred Stock issued in the Reorganization; (4) Holders of Common 1 shares of Forma Therapeutics Holdings, LLC received one share of common stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., for each outstanding Common 1 share held immediately prior to the Reorganization, with an aggregate of 1,953,455 shares of common stock issued in the Reorganization; (5) Holders of vested Enterprise.1 Incentive Shares of Forma Therapeutics Holdings, LLC received one share of vested Enterprise 1 Junior Stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., (the “Enterprise 1 Junior Stock”). An aggregate of 564,055 shares of vested Enterprise 1 Junior Stock were issued in the Reorganization; (6) Holders of vested Enterprise.2 Incentive Shares of Forma Therapeutics Holdings, LLC received one share of vested Enterprise 2 Junior Stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., (the “Enterprise 2 Junior Stock”). An aggregate of 1,003,919 shares of vested Enterprise 2 Junior Stock were issued in the Reorganization; (7) Holders of vested and unvested Enterprise.3 Incentive Shares of Forma Therapeutics Holdings, LLC received one share of vested and unvested Enterprise 3 Junior Stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., respectively (the “Enterprise 3 Junior Stock”). The unvested Enterprise 3 Junior Stock was issued with the same vesting terms as the unvested Enterprise.3 Incentive Shares held immediately prior to the Reorganization. An aggregate of 373,465 shares of unvested and vested Enterprise 3 Junior Stock were issued in the Reorganization; (8) Holders of vested and unvested Enterprise.4 Incentive Shares of Forma Therapeutics Holdings, LLC received one share of vested and unvested Enterprise 4 Junior Stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., respectively (the “Enterprise 4 Junior Stock”). The unvested Enterprise 4 Junior Stock was issued with the same vesting terms as the unvested Enterprise.4 Incentive Shares held immediately prior to the Reorganization. An aggregate of 337,243 shares of unvested and vested Enterprise 4 Junior Stock were issued in the Reorganization; (9) Holders of vested and unvested Enterprise.5 Incentive Shares of Forma Therapeutics Holdings, LLC received one share of vested and unvested Enterprise 5 Junior Stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., respectively (the “Enterprise 5 Junior Stock”). The unvested Enterprise 5 Junior Stock was issued with the same vesting terms as the unvested Enterprise.5 Incentive Shares held immediately prior to the Reorganization. An aggregate of 434,023 shares of unvested and vested Enterprise 5 Junior Stock were issued in the Reorganization; (10) Holders of vested and unvested Enterprise.6 Incentive Shares of Forma Therapeutics Holdings, LLC received one share of vested and unvested Enterprise 6 Junior Stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., respectively (the “Enterprise 6 Junior Stock”). The unvested Enterprise 6 Junior Stock was issued with the same vesting terms as the unvested Enterprise.6 Incentive Shares held immediately prior to the Reorganization. An aggregate of 253,851 shares of unvested and vested Enterprise 6 Junior Stock were issued in the Reorganization; (11) Holder of warrants exercisable to purchase Series B Preferred Shares of Forma Therapeutics Holdings, LLC received one warrant exercisable to purchase Series B-3 B-3 B-1 B-2 B-3 (12) Holders of warrants exercisable to purchase Common 1 shares of Forma Therapeutics Holdings, LLC received one warrant exercisable to purchase common stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc. for each outstanding warrant exercisable to purchase Common 1 shares held immediately prior to the Reorganization, at the same exercise price immediately prior to the Reorganization, with an aggregate of warrants exercisable to purchase 594,482 shares of common stock issued in the Reorganization. In connection with the Reorganization and the exchange of outstanding Series A, Series B and Series C1 Preferred Shares for Series A, Series B-1, B-2 Series B-1 Series B-2 Series B-1 Series B-2 Series B-1, Series B-2 In evaluating the Reorganization, the Company considered that there were no changes to the ownership interest held by each holder as a result of the Reorganization, there was no consideration exchanged to effect the Reorganization, and the significant terms of the Preferred Shares, Common 1 shares, enterprise incentive shares, warrants to purchase Series B Preferred Shares and warrants to purchase Common 1 shares were substantially the same before and after the Reorganization. Based on these considerations, the Company determined that the ownership interests prior and subsequent to the Reorganization were sufficiently similar and should be accounted for as an exchange of equity interests and recorded at the historical carrying value. Additionally, while the Reorganization modified certain terms to remove (i) the preferred return for Series A and Series B Preferred Shares and (ii) the optional redemption rights for Series B and Series C1 Preferred Shares, due to the low likelihood of the preferred return being paid or an optional redemption occurring these modifications were not considered qualitatively substantive. Therefore, the Company determined that the Reorganization resulted in a modification to the Series A, Series B and Series C1 Preferred Shares that was not significant. As a result, the Company did not recognize any change to the carrying value of the Preferred Shares. Accordingly, the Company determined that the modification of the underlying instruments exchanged in the Reorganization did not result in an extinguishment of Preferred Shares, nor did it result in the recognition of incremental compensation expense as it relates to the enterprise incentive shares that were exchanged for enterprise junior stock. |
Redeemable Convertible and Co_2
Redeemable Convertible and Convertible Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Temporary Equity [Abstract] | ||
Redeemable Convertible and Convertible Preferred Stock | Note 10—Redeemable Convertible and Convertible Preferred Stock Immediately prior to the closing of the IPO, the Company had an aggregate of 86,062,799 shares of redeemable convertible and convertible preferred stock issued and outstanding which automatically converted into 20,349,223 shares of common stock. Subsequent to the closing of the IPO, no shares of preferred stock were issued or outstanding. As of December 31, 2019, the Company’s preferred stock consisted of the following (in thousands, except share data): December 31, 2019 Preferred Stock Authorized Preferred Stock Issued And Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion Series A 2,304,815 2,304,815 $ 4,656 $ 4,801 768,195 Series B-1 14,921,676 14,921,676 20,907 18,942 3,488,407 Series B-2 8,790,249 8,790,249 12,272 10,626 2,054,993 Series B-3 299,999 — — — — Series C 6,452,619 6,452,619 385 — 1,508,503 Series D 53,593,440 53,593,440 100,296 100,296 12,529,125 86,362,798 86,062,799 $ 138,516 $ 134,665 20,349,223 | Note 12—Redeemable Convertible and Convertible Preferred Stock and Stockholders’ Equity (Deficit) after Reorganization Redeemable Convertible and Convertible Preferred Stock In December 2019, the Company issued 53,593,440 shares of $0.001 par value Series D redeemable convertible preferred stock (the “Series D Preferred Stock”, collectively with the Series A, Series B-1, Series B-2 The Company assessed the qualitative characteristics of the amended rights, preferences and privileges of Series A, Series B-1, Series B-2 Series B-1 Series B-2 Series B-1, Series B-2 Series B-1, Series B-2 As a result, the Company recorded a net loss on extinguishment of the outstanding Series A, Series B-1 Series B-2 B-1 B-2 The Company assessed the classification of its outstanding Preferred Stock subsequent to the modification of the terms of certain classes of Preferred Stock and the issuance of Series D Preferred Stock and determined that the Series A, Series B-1, B-2 As of December 31, 2019, the Preferred Stock consisted of the following (in thousands, except share data): PREFERRED PREFERRED ISSUED AND CARRYING LIQUIDATION COMMON Series A 2,304,815 2,304,815 $ 4,656 $ 4,801 768,195 Series B-1 14,921,676 14,921,676 20,907 18,942 3,488,407 Series B-2 8,790,249 8,790,249 12,272 10,626 2,054,993 Series B-3 299,999 — — — — Series C 6,452,619 6,452,619 385 — 1,508,503 Series D 53,593,440 53,593,440 100,296 100,296 12,529,125 86,362,798 86,062,799 $ 138,516 $ 134,665 20,349,223 Pursuant to the Amended Certificate of Incorporation, the rights, preferences and privileges of the holders of the Preferred Stock at December 31, 2019 are as follows: Voting The holders of the Preferred Stock are entitled to vote on all matters submitted for a vote and have the right to vote the number of shares equal to the number of shares of common stock into which such Preferred Stock convert on the record date for determination of holders entitled to vote. Approval of 59% of the Series D Preferred Stock outstanding is required to: (i) liquidate, dissolve, or wind-up non-wholly Dividends The holders of the Series D Preferred Stock are entitled to receive a dividend in preference to any return on common stock at the rate of 8% per share, per annum compounded annually. The dividend is payable only (i) when, as, and if declared by the board of directors, (ii) upon redemption of Series D Preferred Stock or (iii) upon a deemed liquidation event. No dividend has been declared on the Series D Preferred Stock through December 31, 2019. No other holder of Preferred Stock is entitled to receive a dividend. The total cumulative dividends in arrears for the holders Series D Preferred Stock as of December 31, 2019 was $0.3 million. Conversion Each share of Series A, Series B-1, B-2, B-3, pre-offering The conversion ratio for each series of Preferred Stock is determined by dividing the original issuance price by the conversion price, each subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization and other adjustments as set forth in the Company’s Amended Certificate of Incorporation. The original issuance price and conversion price for each class of Preferred Stock is as follows: ORIGINAL CONVERSION Series A $ 2.408 $ 7.2247 Series B-1 $ 1.200 $ 5.1330 Series B-2 $ 1.200 $ 5.1330 Series B-3 $ 1.200 $ 5.1330 Series C $ 1.573 $ 6.7285 Series D $ 1.8659 $ 7.9814 Any adjustment to the conversion price of the Series A, Series B-1, B-2, B-3, Redemption The holders of at least 59% of the outstanding Series D Preferred Stock voting together may, by written request delivered anytime on or after December 18, 2024, require the Company to redeem the Series D Preferred Stock by paying in cash a sum equal to the original Series D Preferred Stock issuance price plus any accrued but unpaid dividends. If the Company does not have sufficient funds legally available to redeem all Series D Preferred Stock to be redeemed at a redemption date, then the Company will redeem such shares ratably to the extent possible and will redeem the remaining shares as soon as sufficient funds are legally available. No other class of Preferred Stock is redeemable at the option of the holder. Distribution and Liquidation Rights Holders of Preferred Stock are entitled to receive distributions or dividends if, when, and as declared by the board of directors, or in the event of a liquidation, dissolution or winding up of the Company, including a deemed liquidation. A deemed liquidation event is defined as a merger of the Company or the sale, lease, transfer, or other disposition of substantially all the assets of the Company in which the Company is party to such transaction. Such distributions shall be payable in the following order: (1) first, to the holders of Series D Preferred Stock, an amount equal to the greater of (i) an amount per share of $1.8659 plus, in the case of a deemed liquidation event, any accrued but unpaid dividends or (ii) such amount per share as would have been payable as if each share of Series D Preferred Stock had been converted to common stock immediately prior to such distribution, liquidation, dissolution, winding up, or a deemed liquidation event; (2) next, to the holders of Series A, Series B-1, B-2 B-3 B-1, B-2 B-3 (3) finally, to the holders of (i) Preferred Stock, (ii) common stock and (iii) enterprise junior stock, pro rata, according to the aggregated number of shares held, treating all Preferred Stock as if they had been converted to common stock immediately prior to the such distribution, liquidation, dissolution, winding up, or a deemed liquidation event only if such series of Series A, Series B-1, B-2, B-3 Common Stock As of December 31, 2019, the Company’s Amended Certificate of Incorporation authorized the Company to issue 138,000,000 shares of $0.001 par value common stock. In December 2019, the Company issued 297,241 shares of common stock in connection with the exercise of a common stock warrant by one of its investors. The warrant was exercised at a price per share of $0.04. Pursuant to the Amended Certificate of Incorporation, the voting, dividend and liquidation rights of the holders of common stock are subject to and qualified by the rights, powers and preferences of the holders of Preferred Stock. The common stock has the following characteristics: Voting Holders of common stock are entitled to one vote per share held on all matters except in cases where a majority of Preferred Stock is required. Dividends The holders of common stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding. Distribution and Liquidation After preference payments have been made to Series A, Series B-1, B-2, B-3 as-converted B-1, B-2, B-3 as-converted Common Stock Reserved for Future Issuances As of December 31, 2019, the Company had reserved common stock for the conversion of outstanding Preferred Stock, warrants to Preferred Stock, a warrant to purchase common stock, conversion of outstanding enterprise junior stock and the future issuance under the 2019 Equity Incentive Plan as follows: SHARES RESERVED For Series A Preferred Stock outstanding 768,195 For Series B-1 3,488,407 For Series B-2 2,054,993 For future issuances of Series B-3 B-3 70,133 For Series C Preferred Stock outstanding 1,508,503 For Series D Preferred Stock outstanding 12,529,125 For future issuances of common stock pursuant to warrant to purchase common stock 297,241 For exercise of stock options under the 2019 Stock Incentive Plan 5,427,377 For conversion of vested and unvested enterprise junior stock (1) 676,795 26,820,769 (1) For purposes of determining the conversion ratio for the enterprise junior stock, the Company utilized the fair value per share of common stock of $5.43, which was based on a valuation performed as of December 18, 2019. Equity-Classified Warrants Subsequent to the Reorganization, there were two outstanding warrants to purchase, in total, 594,482 shares of common stock at an exercise price of $0.04 per share (the “Common Stock Warrants”). In December 2019, one of the Common Stock Warrants was exercised by an investor for the purchase of 297,241 shares of common stock at a price of $0.04 per share. As of December 31, 2019, there was one outstanding Common Stock Warrant to purchase 297,241 shares of common stock at an exercise price of $0.04 per share. The outstanding Common Stock Warrant, which expires in August 2020, was exercised in March 2020 (see Note 19). |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Equity-Based Compensation | Note 12—Equity-Based Compensation Enterprise Junior Stock During the nine months ended September 30, 2020, no awards of enterprise junior stock were granted by the Company; 63,779 shares of enterprise junior stock vested at an aggregate fair value of $0.4 million; and 104,870 shares of enterprise junior stock were forfeited. Upon the closing of the IPO, 2,660,870 and 161,111 shares of vested and unvested enterprise junior stock, respectively, were automatically converted into an aggregate of 2,124,845 and 103,007 shares of common stock and restricted common stock, respectively. The restricted common stock was issued with the same vesting terms as the unvested enterprise junior stock held immediately prior to the IPO. No shares of enterprise junior stock were authorized, issued or outstanding as of September 30, 2020. Stock Options The 2020 Stock Option and Incentive Plan (“2020 Plan”) was adopted by the Company’s board of directors on May 14, 2020 and by the Company’s stockholders on June 12, 2020, which became effective on June 17, 2020. The 2020 Plan replaced the Company’s 2019 Stock Incentive Plan (“2019 Plan”). The 2019 Plan will continue to govern outstanding equity awards granted thereunder. The Company ceased granting awards under the 2019 Plan subsequent to the date the 2020 Plan was effective. The 2020 Plan provides for the grant of incentive stock options, non-qualified The 2020 Employee Stock Purchase Plan (“ESPP”) was adopted by the Company’s board of directors on May 14, 2020 and by the Company’s stockholders on June 12, 2020, which became effective on June 17, 2020. The ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 367,545 shares of the Company’s common stock. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2021 and ending on January 1, 2030, by the lesser of 735,090 shares of common stock, 1% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s compensation committee. As of September 30, 2020, no shares have been issued under the ESPP and as such, 367,545 shares remained available for issuance. The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2020: Number of Shares Weighted Average Exercise Price Per share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2019 2,091,366 $ 5.05 9.9 $ 805 Granted 3,177,278 10.13 — — Exercised (28,547 ) 5.05 — — Forfeited (292,991 ) 6.03 — — Outstanding as of September 30, 2020 4,947,106 $ 8.26 9.3 $ 205,722 Exercisable as of September 30, 2020 469,472 $ 5.05 8.7 $ 21,029 Vested and expected to vest as of September 30, 2020 4,947,106 $ 8.26 9.3 $ 205,722 The weighted-average grant-date fair value per share of stock options granted during the nine months ended September 30, 2020 was $6.62. As of September 30, 2020, there was approximately $22.1 million of unrecognized equity-based compensation expense related to stock options that is expected to be recognized over a weighted-average period of approximately 3.1 years. Stock Options Valuation The following assumptions were used in determining the fair value of stock options, presented on a weighted average basis: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Risk-free interest rate 0.36 % 1.09 % Expected term (in years) 5.9 6.0 Expected volatility 76.1 % 74.8 % Expected dividend yield 0.0 % 0.0 % Fair value per share of common stock $ 40.82 $ 10.13 Restricted Stock Units During the three months ended September 30, 2020, 18,200 restricted stock units were issued by the Company under the 2020 Plan with a weighted-average grant date fair value per share of $44.02. The awards were issued with a service-based vesting condition which vest over a four-year period in equal annual installments. No restricted stock units were vested or forfeited during the three months ended September 30, 2020. As of September 30, 2020, there was approximately $0.8 million of unrecognized equity-based compensation expense related to the restricted common units that is expected to be recognized over a weighted-average period of approximately 3.2 years. Restricted Common Stock In connection with the closing of the IPO, 103,007 shares of restricted common stock were issued as a result of the conversion of the unvested enterprise junior stock outstanding immediately prior to the IPO. Subsequent to the IPO, during the nine months ended September 30, 2020, 18,870 shares of restricted common stock vested at an aggregate fair value of $0.2 million and 18,064 shares of restricted common stock were forfeited. No shares of restricted common stock were granted during the period. As of September 30, 2020, there was approximately $0.5 million of unrecognized equity-based compensation expense related to the restricted common stock that is expected to be recognized over a weighted-average period of approximately 1.6 years. Equity-Based Compensation Expense Equity-based compensation expense was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Research and development $ 659 $ 201 $ 1,431 $ 716 General and administrative 1,470 167 3,164 913 $ 2,129 $ 368 $ 4,595 $ 1,629 Enterprise incentive shares $ — $ 368 $ — $ 1,629 Enterprise junior stock — — 365 — Restricted common stock 181 — 217 — Restricted stock units 29 — 29 — Stock options 1,919 — 3,984 — $ 2,129 $ 368 $ 4,595 $ 1,629 | Note 13—Equity-Based Compensation Enterprise Incentive Shares Prior to the Reorganization, the Company adopted the 2012 Equity Incentive Plan, as Amended and Restated, in August 2012 (the “2012 Plan”). The 2012 Plan provided for the granting of equity awards, including enterprise incentive shares and Common 1 shares to the Company’s employees, executives, directors and consultants. The 2012 Plan is administered by the board of directors, who has the power and authority to determine the terms of the awards. To the extent enterprise incentive shares or Common 1 shares underlying any awards are forfeited, cancelled, repurchased or otherwise terminated by the Company under the 2012 Plan, such shares will be added back to the respective pools of enterprise incentive shares and Common 1 shares available for issuance under the 2012 Plan. As of December 31, 2018, a maximum of 4,225,175 enterprise incentive shares and Common 1 shares were authorized to be granted under the 2012 Plan. The enterprise incentive shares represent “profits interests” under applicable partnership tax rules as holders are not required to make capital contributions in connection with the acquisition of these shares (i.e., the enterprise incentive shares are issued for zero consideration). Holders of the enterprise incentive shares are generally entitled to all rights and privileges of holders of Common 1 shares, except that holders of enterprise incentive shares will not receive any distributions until the liquidation preferences of all other holders of Preferred Shares and Common 1 shares are paid and they are not entitled to vote on any matter except as otherwise required by Delaware General Corporation Law. Holders of enterprise incentive shares are entitled to distributions made by the Company whether their shares are vested or unvested. Any distributions related to unvested enterprise incentive shares are to be held by the Company until the enterprise incentive shares vest, at which time they would be released to the enterprise incentive share holder. If such unvested enterprise incentive shares are forfeited or cease to vest for any reason, the holder shall have no right or claim to the unvested distributions. As of December 31, 2018, the thresholds over which each class of enterprise incentive shares holders may participate after distributions have been made to the holders of Preferred Shares and Common 1 shares, in accordance with their liquation and distribution preferences, is as follows (in thousands, except share data): THRESHOLD ENTERPRISE Enterprise.1 Incentive Shares $ 99,300 564,105 Enterprise.2 Incentive Shares $ 145,200 1,004,879 Enterprise.3 Incentive Shares $ 165,698 390,541 Enterprise.4 Incentive Shares $ 179,478 376,107 Enterprise.5 Incentive Shares $ 229,950 551,346 Enterprise.6 Incentive Shares $ 269,382 341,689 3,228,667 During the year ended December 31, 2018, the Company issued service-based enterprise incentive share awards to employees and directors, which vest over a defined period of service, and performance-based enterprise incentive share awards, which vest upon the achievement of defined outcomes. Such service-based awards generally vest over a four-year period, with the first 25% vesting on the first anniversary of the vesting commencement date, and the remainder vesting in equal installments each month over the following thirty-six Additionally, in 2018, the Company granted two enterprise incentive share awards to non-employees, The following table summarizes the Company’s enterprise incentive share activity: NUMBER OF WEIGHTED Outstanding as of December 31, 2017 2,838,705 $ 7.80 Granted 603,791 7.19 Forfeited (213,829 ) 8.64 Outstanding as of December 31, 2018 3,228,667 $ 7.63 Granted — — Forfeited (262,111 ) 7.72 Exchange of enterprise incentive shares for enterprise junior stock pursuant to the Reorganization (2,966,556 ) 7.62 Outstanding as of December 31, 2019 — $ — A summary of the vested enterprise incentive shares is as follows: NUMBER OF Vested as of December 31, 2018 2,260,882 Vested through date of Reorganization 249,367 Vested as of Reorganization 2,510,249 The aggregate fair value of enterprise incentive shares that vested during 2018 and 2019 through the date of Reorganization was $3.8 million and $2.3 million, respectively. Enterprise Incentive Share Valuation The following assumptions were used in the OPM in order to determine the fair value of enterprise incentive shares granted to employees and non-employees, YEAR ENDED DECEMBER 31, 2018 Risk-free interest rate 2.62 % Expected term (years to liquidity) 2.23 Expected volatility 70.3 % Expected dividend yield 0.0 % Additionally, the weighted-average discount for lack of marketability (“DLOM”) that was used to determine the fair value of the enterprise incentive shares granted during the year ended December 31, 2018 was 21.7%. Enterprise Junior Stock Pursuant to the Reorganization, all vested and unvested enterprise incentive shares were exchanged on a one-for-one As of December 31, 2019, the thresholds over which each class of holders of enterprise junior stock may participate after distributions have been made to the holders of Preferred Stock and common stock, in accordance with their liquation and distribution preferences, is as follows (in thousands, except share data): THRESHOLD ENTERPRISE Enterprise 1 Junior Stock $ 54,000 564,055 Enterprise 2 Junior Stock $ 99,843 1,003,919 Enterprise 3 Junior Stock $ 120,341 371,441 Enterprise 4 Junior Stock $ 134,121 321,699 Enterprise 5 Junior Stock $ 184,593 423,429 Enterprise 6 Junior Stock $ 224,025 242,308 2,926,851 The thresholds included in the table above as of December 31, 2019 are lower than the thresholds for the enterprise incentive shares as of December 31, 2018 (as disclosed above) because of the $44.0 million and $1.4 million distributions declared in March and September 2019, respectively as disclosed in Note 10, which immediately reduced the thresholds for the enterprise incentive shares. Each outstanding share of vested and unvested enterprise junior stock will automatically be converted into shares of common stock and restricted common stock, respectively, at the applicable conversion ratio upon (i) the automatic conversion of Preferred Stock into common stock, which occurs upon approval of 59% of the holders of the Series D Preferred Stock, or upon a Qualified Public Offering; or (ii) approval of all members of the board of directors and the 59% of the holders of the Series D Preferred Stock. The applicable conversion ratio for the enterprise junior stock is determined by dividing the difference between the fair market value of common stock and the applicable enterprise junior stock threshold by the fair market value of common stock, each subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization and other adjustments as set forth in the Company’s Amended Certificate of Incorporation. During the year ended December 31, 2019, no awards of enterprise junior stock were granted by the Company. The following table summarizes the Company’s enterprise junior stock activity: NUMBER OF WEIGHTED WEIGHTED- Exchange of enterprise incentive shares for enterprise junior stock issued as part of the Reorganization 2,966,556 $ 7.62 0.23 Granted — — — Forfeited (39,705 ) 7.89 0.02 Outstanding as of December 31, 2019 2,926,851 $ 7.62 0.23 A summary of the vested enterprise junior stock is as follows: NUMBER OF Vested through date of Reorganization 2,510,249 Vested through December 31, 2019 86,842 Vested as of December 31, 2019 2,597,091 The aggregate fair value of enterprise junior stock that vested during 2019 was $0.4 million. Stock Options Subsequent to the Reorganization, the Company adopted the 2019 Stock Incentive Plan in November 2019, as amended in December 2019 (the “2019 Plan”). In connection with the amendment, the amount of common stock that was authorized to be issued under the 2019 Plan increased from 3,039,158 shares to 5,427,377. The 2019 Plan provided for the granting of incentive stock options, non-qualified During the year ended December 31, 2019, the Company issued service-based stock option awards to employees, directors and non-employees thirty-six The following table summarizes the Company’s stock option activity: NUMBER OF WEIGHTED WEIGHTED AGGREGATE (in years) (in thousands) Outstanding as of December 31, 2018 — $ — — — Granted 2,121,406 5.05 — — Exercised — — — — Forfeited (30,040 ) 5.05 — — Outstanding as of December 31, 2019 2,091,366 $ 5.05 9.9 $ 805 Exercisable as of December 31, 2019 25,072 $ 5.05 9.9 $ 10 Vested and expected to vest as of December 31, 2019 2,091,366 $ 5.05 9.9 $ 805 The weighted-average grant-date fair value of stock options granted during the year ended December 31, 2019 was $3.25. No stock options were exercised during the year ended December 31, 2019. Stock Options Valuation The following assumptions were used in determining the fair value of stock options granted, presented on a weighted average basis: YEAR ENDED Risk-free interest rate 1.66 % Expected term (in years) 6.0 Expected volatility 72.9 % Expected dividend yield 0.0 % Fair value per share of common stock $ 5.05 Equity-Based Compensation Expense Equity-based compensation expense was as follows (in thousands): YEAR ENDED DECEMBER 31, 2018 2019 Research and development $ 1,638 $ 996 General and administrative 2,255 1,502 $ 3,893 $ 2,498 Enterprise incentive shares $ 3,893 $ 1,629 Enterprise junior stock — 277 Stock options — 592 $ 3,893 $ 2,498 During the year ended December 31, 2018, the Company recognized $3.5 million and $0.4 million of equity-based compensation expense related to employees and non-employees, In November 2019, the Company modified the vesting terms of the enterprise junior stock performance-based awards, which were not probable of occurring as of the date of the modification, to service-based awards which vest over a four-year period. No other terms of the awards changed. The modification, which affected 13 employees, resulted in incremental equity-based compensation expense of $0.2 million which will be recognized over the remaining vesting period outlined within each award, only to the extent such awards fully vest. During the year ended December 31, 2019, the total unrecognized equity-based compensation expense related to the enterprise junior stock and stock options was $1.9 million and $6.2 million, respectively which will be recognized over 2.3 years and 3.5 years, respectively. |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2019 | |
Guarantees and Product Warranties [Abstract] | |
Warrant Liability | Note 14—Warrant Liability Prior to January 1, 2018, the Company issued three warrants to purchase an aggregate of 299,999 Series B Preferred Shares with an exercise price of $1.20 per share (the “Series B Preferred Warrants”) and one warrant to purchase 95,359 Series C1 Preferred Shares with an exercise price of $1.573 per share (the “Series C1 Preferred Warrant”). The Series B and Series C1 Preferred Warrants expire on the fifth anniversary of the closing of the first public offering of the Company’s Common 1 shares. Upon the closing of the first public offering of the Company’s Common 1 shares, the Series B and Series C1 Preferred Warrants mandatorily convert into warrants to purchase Common 1 shares with the same terms and provisions as those immediately prior to mandatory conversion, subject to adjustment for the reverse stock split. The Series B and Series C1 Preferred Warrants included provisions under which the Company was obligated to pay the holders the greater of (i) five times the exercise price, less the exercise price, or (ii) the excess of the fair market value of a warrant share over the exercise price, in the event of a change in control in which the acquirer did not assume the warrants. Each of these warrants were outstanding as of December 31, 2018. In March 2019, the Series C1 Preferred Warrant was exercised. As the Series B and Series C1 Preferred Warrants represented instruments to purchase redeemable securities, the Company classified the warrants as liabilities on the consolidated balance sheet as of December 31, 2018. Because the warrants were classified as liabilities, they were remeasured at the end of each reporting period with corresponding charges to net income (loss) for the change in fair value. The Company valued the Series B and Series C1 Preferred Warrants based on a Black-Scholes option pricing model. The following assumptions were used to determine the fair value of the Series B Preferred Warrants: YEAR ENDED DECEMBER 31, Risk-free interest rate 2.57 % Expected term (in years) 6.5 Expected volatility 74.8 % Expected dividend yield 0.0 % Fair value per share of underlying Series B Preferred Shares $ 4.98 The following assumptions were used to determine the fair value of the Series C1 Preferred Warrant: YEAR ENDED DECEMBER 31, Risk-free interest rate 2.57 % Expected term (in years) 6.5 Expected volatility 74.8 % Expected dividend yield 0.0 % Fair value per share of underlying Series C1 Preferred Shares $ 4.21 In connection with the Reorganization (see Note 11), the Series B Preferred Warrants were exchanged for warrants to purchase Series B-3 B-3 B-3 B-3 B-3 B-3 The following assumptions were used to determine the fair value of the Series B-3 YEAR ENDED DECEMBER 31, Risk-free interest rate 1.73 % Expected term (in years) 5.5 Expected volatility 71.1 % Expected dividend yield 0.0 % Fair value per share of underlying Series B-3 $ 1.40 |
Net Income (Loss) per Share
Net Income (Loss) per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net Income (Loss) per Share | Note 13—Net Loss per Share The weighted-average Common 1 shares outstanding, basic and diluted, which includes the then outstanding warrants to purchase Common 1 shares, was the same for the three and nine months ended September 30, 2019. Following the Reorganization, the Company calculates net loss per share based on the weighted-average outstanding shares of common stock. The following is a reconciliation of weighted-average common stock outstanding used in calculating basic net loss per share to weighted-average common stock outstanding used in calculating diluted net loss per share: Three Months Ended September 30, 2020 Weighted-average common stock outstanding, basic 41,088,261 Add: Effect of dilutive securities Warrants to purchase shares of common stock (as converted from warrants to purchase Series B-3 663 Weighted-average common stock outstanding, diluted 41,088,924 The weighted-average common stock outstanding, basic and diluted, which includes the then outstanding warrant to purchase shares of common stock that was subsequently exercised in March 2020, was the same for the nine months ended September 30, 2020. The following table sets forth the outstanding shares of Common 1 or common stock equivalents, presented based on amounts outstanding as of September 30, 2020 and 2019, respectively, that have been excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive, including the preferred shares that were outstanding as of September 30, 2019 that would have been issued under the if-converted Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Series A Preferred Shares — 768,195 — 768,195 Series B Preferred Shares — 5,543,400 — 5,543,400 Series C1 Preferred Shares — 1,508,503 — 1,508,503 Stock options 4,947,106 — 4,947,106 — Restricted common stock 66,073 — 66,073 — Restricted stock units 18,200 — 18,200 — All redeemable convertible and convertible preferred stock, enterprise junior stock and warrants to purchase Series B-3 | Note 15—Net Income (Loss) per Share Net Income (Loss) per Share The following is a reconciliation of weighted-average Common 1 shares outstanding used in calculating basic net income per share, which includes the Common 1 Warrants outstanding, to weighted-average Common 1 shares outstanding used in calculating diluted net loss per share: YEAR ENDED Weighted-average Common 1 shares outstanding, basic 2,547,924 Add: Effect of dilutive securities Series B Preferred Warrants 46,346 Series C1 Preferred Warrant 12,381 Weighted-average Common 1 shares outstanding, diluted 2,606,651 Following the Reorganization, the Company calculates net loss per share based on its outstanding shares of common stock. For the year ended December 31, 2019, the weighted average shares of common stock outstanding includes the weighted average number of Common 1 shares outstanding prior to the Reorganization. The weighted-average common stock outstanding, basic and diluted, which includes the Common Stock Warrant outstanding, was the same for the year ended December 31, 2019. For the year ended December 31, 2018, the Series A Preferred Warrant and the Preferred Shares under the if-converted method were excluded from the calculation of diluted net loss per share as their impact would have been anti-dilutive. As of December 31, 2018, the Series A Preferred Warrant had expired unexercised. The following table sets forth the outstanding shares of Common 1 or common stock equivalents, presented based on amounts outstanding as of December 31, 2019, that have been excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive, including the Preferred Stock that would have been issued under the if-converted method (in shares of Common 1 or common stock equivalent shares, as applicable): YEAR ENDED Series A Preferred Stock 768,195 Series B-1 3,488,407 Series B-2 2,054,993 Series C Preferred Stock 1,508,503 Series D Preferred Stock 12,529,125 Stock options 2,091,366 Enterprise junior stock (1) 676,795 (1) For purposes of determining the conversion ratio for the enterprise junior stock, the Company utilized the fair value per share of common stock of $5.43, which was based on a valuation performed as of December 18, 2019. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 14—Income Taxes Income taxes for the three months ended September 30, 2020 and 2019 have been calculated based on an estimated annual effective tax rate and certain discrete items. For the nine months ended September 30, 2020 and 2019, the Company recorded an income tax benefit of $26.5 million and $1.2 million, respectively. The Company’s income tax benefit for the nine months ended September 30, 2020 was related to refunds arising from the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and the income tax benefit for the nine months ended September 30, 2019 was attributable to the settlement of an IRS audit causing the release of its uncertain tax positions. On March 27, 2020, the CARES Act was enacted in response to the COVID-19 | Note 16—Income Taxes For the year ended December 31, 2018 the Company recorded an $8.6 million tax expense primarily associated with the taxable income reported in that year. For the year ended December 31, 2019, the Company recorded a $1.8 million income tax benefit primarily associated with the reduction of its uncertain tax positions. A summary of the income tax expense (benefit) is as follows (in thousands): DECEMBER 31, 2018 2019 Current: Federal $ 5,998 $ (1,116 ) State 2,259 (732 ) Deferred: Federal 296 — State 15 — Total tax expense (benefit) $ 8,568 $ (1,848 ) A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in the consolidated statements of operations and comprehensive income (loss) is as follows: DECEMBER 31, 2018 2019 Income tax computed at federal statutory tax rate 21.0 % (21.0 %) State taxes, net of federal benefit 4.5 % (12.7 %) Federal research credits (66.3 %) (20.3 %) State research credits (6.3 %) (3.7 %) State credit expiration 0.0 % 3.1 % Equity compensation 5.9 % 1.2 % Partnership expenses 1.9 % 0.9 % Permanent differences (0.5 %) 0.0 % Audit settlement (0.5 %) (3.7 %) Valuation allowance 102.0 % 51.2 % Effective tax rate 61.7 % (5.0 %) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred tax assets are as follows (in thousands): DECEMBER 31, 2018 2019 Net operating loss carryforwards $ — $ 15,103 Research and development credits 13,072 20,114 Capitalized expenses 3,254 3,280 Accrued expenses and other 2,560 1,771 Deferred revenue 35,255 339 Deferred tax asset subtotal 54,141 40,607 Less: Valuation allowance (53,264 ) (40,211 ) Deferred tax assets after valuation allowance 877 396 Depreciation (877 ) (396 ) Net deferred tax assets $ — $ — As of December 31, 2018, the Company did not have any Federal or State net operating loss carryforwards. As of December 31, 2019, the Company had Federal and State net operating loss carryforwards of approximately $45.3 million and $82.9 million, respectively. None of the Federal net operating loss carryforwards expire. The State net operating loss carryforwards expire at various dates through 2039. As of December 31, 2018, the Company had Federal and State research and development tax credit carryforwards of approximately $9.0 million and $5.1 million, respectively, which expire at various dates through 2038. As of December 31, 2019, the Company had Federal and State research and development tax credit carryforwards of approximately $16.5 million and $4.6 million, respectively, which expire at various dates through 2039. As required by ASC 740, management of the Company has evaluated the evidence bearing upon the realizability of its deferred tax assets. Based on the weight of available evidence, both positive and negative, management has determined that it is more likely than not that the Company will not realize the benefits of these assets. Accordingly, the Company recorded a valuation allowance of $53.3 million and $40.2 million at December 31, 2018 and December 31, 2019, respectively. The valuation allowance decreased by $13.1 million during the year ended December 31, 2019, primarily as a result of realization of a majority of the deferred revenue partially offset by the generation of tax attributes. Utilization of the U.S. federal and state net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation, due to the significant cost and complexity associated with such a study. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development credit carryforwards before utilization. Further, until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position. The Company applies the accounting guidance in ASC 740 related to accounting for uncertainty in income taxes. The Company’s reserves related to taxes are based on a determination of whether, and how much of, a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. The following is a roll forward of the Company’s unrecognized tax benefits (in thousands): DECEMBER 31, 2018 2019 Balance at beginning of year $ 3,357 $ 3,165 Gross increases—tax positions of prior years — 296 Gross increases—current period tax positions — — Gross decreases—tax positions of prior years (192 ) (863 ) Gross decreases—lapses of statute of limitations — (246 ) Gross decreases—settlements — (2,352 ) Balance at end of year $ 3,165 $ — As of December 31, 2018 and 2019, the Company had $3.2 million and zero in unrecognized tax benefits, respectively. Total interest and penalties for the unrecognized tax benefits include $0.5 million and zero as of December 31, 2018 and 2019, respectively. During 2019, the Company concluded the examination of its 2015 and 2016 U.S. federal income tax returns and released $3.2 million of unrecognized tax benefits of which $0.9 million was recognized in the consolidated statements of operations and comprehensive income (loss). The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. The Company files income tax returns in the United States federal tax jurisdiction and one state jurisdiction. The Company did not have any foreign operations during the years ended December 31, 2018 and 2019. The statute of limitations for assessment by the Internal Revenue Service and state tax authorities is closed for tax years prior to 2016 although carryforward attributes generated in years prior may still be adjusted upon examination to the extent utilized in a future period. |
Collaboration Agreements
Collaboration Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Collaboration and License Agreements Disclosure [Abstract] | ||
Collaboration Agreements | Note 15—Collaboration Agreements Celgene License Agreements On December 28, 2018, the Company and Celgene mutually agreed to terminate all of their existing contracts, including all partially satisfied and unsatisfied obligations under such agreements (the “Termination”). Concurrently, the Company and Celgene entered into a (i) worldwide license agreement for FT-1101 FT-1101 FT-1101 Accounting Analysis The Company accounted for the Modified Arrangement in accordance with ASC 606, Revenue from contracts with customers “FT-1101 FT-1101 During three months ended September 30, 2019 and the nine months ended September 30, 2019, the Company recognized $3.4 million and $93.1 million, respectively, of revenue related to the Modified Arrangement. The Company recognized no revenue related to the Modified Arrangement during the nine months ended September 30, 2020 as it had satisfied all of its performance obligations under the Modified Arrangement during the year ended December 31, 2019. Other Collaboration Agreements In November 2010, the Company entered into an arrangement with a partner to deliver a compound library. Included in the arrangement were certain options to exclusive licenses for a defined number of library compounds. The Company determined the options represented material rights as they were exercisable for no additional consideration over the ten-year Summary of Contract Assets and Liabilities The following table presents changes in the Company’s balances of contract liabilities (in thousands): Beginning of Period Additions Deductions End of Period Nine months ended September 30, 2020 Deferred revenue $ 1,239 $ — $ 1,239 $ — Deferred revenue, noncurrent $ — $ — $ — $ — Beginning of Period Additions Deductions End of Period Nine months ended September 30, 2019 Deferred revenue $ 94,031 $ 2,299 $ 93,113 $ 3,217 Deferred revenue, noncurrent $ 1,266 $ — $ 27 $ 1,239 During the nine months ended September 30, 2019, the Company recognized total revenues of $93.1 million, of which $92.0 million was included in deferred revenue at the beginning of the period. During the nine months ended September 30, 2020, the Company recognized no revenue. The Company had no contract asset balances as of September 30, 2020 and 2019. | Note 17—Collaboration Agreements Celgene Research and Collaboration Agreement (Terminated in December 2018) In April 2013, the Company entered into a Research and Collaboration Agreement (“Celgene 1.0”) with Celgene with the primary focus of identifying, generating and developing lead product candidates for potential treatment of human diseases and conditions in the area of protein homeostasis. Celgene 1.0 was a multi-program collaboration in which the Company conducted research and development over a period from the effective date to the earlier of: (i) four years after the effective date; or (ii) six months after the creation of the eighth subsidiary (the “Research Term”), with certain circumstances in which the Research Term could be extended. In exchange for upfront, nonrefundable consideration of $24.0 million, the Company was primarily responsible for the identification, generation and development of compounds with respect to specified targets. During the Research Term, the Company established and conducted lead optimization stage programs for each target to identify and develop lead candidates. On a target-by-target non-refundable Under the subsidiary license agreements, the Company was responsible for advancing lead candidates through the end of Phase I clinical trials (“EOP1”), including all regulatory and manufacturing activities. Upon completion of EOP1, Celgene had an option to obtain commercialization rights associated with the lead candidate for an upfront license fee per subsidiary (the “Celgene 1.0 Commercialization License Option”). Thereafter, Celgene had the sole right and responsibility, at its expense, for all commercialization activities in connection with the licensed products, with rights outside of the U.S. Upon exercise of the option, Celgene was granted an option to purchase all of the equity of the subsidiary, in stages, upon the achievement of certain milestones. Cumulatively through December 28, 2018, the termination date of the Celgene relationship, the Company had substantially completed its research and development obligations under Celgene 1.0, forming seven subsidiaries required upon Celgene’s exercise of the subsidiary options. The creation of the subsidiaries resulted in the collection of $169.0 million in license fees. No programs being developed under the Celgene 1.0 subsidiaries reached EOP1, and the Company had ongoing development activities for five subsidiaries, as of the termination in 2018. Celgene Collaboration and Option Agreement (Terminated in December 2018) In March 2014, the Company entered into a Collaboration and Option Agreement with Celgene (“Celgene 2.0”) with the primary focus of identifying, generating and developing product candidates for potential treatment of human diseases and conditions utilizing the Company’s drug discovery engine screening and structure-based approaches across broad families of targets including tumor metabolism, epigenetics, protein homeostasis and protein-protein interactions. Celgene 2.0 had a series of three successive research periods, each referred to as a “Vintage” with the first Vintage being referred as “Vintage One” and so on. Each Vintage represented a time- and event-driven period during which the Company established and conducted discovery activities, at its discretion, to identify and develop lead candidates for lead optimization programs. The collaboration term for each Vintage varied with Vintage One’s term beginning on the effective date of the agreement and extending over a period of three years and six months. Each subsequent Vintage represented an option granted to Celgene (“Vintage Options”), with Vintage Two having a collaboration term of two years and three months and Vintage Three having a collaboration term of two years. Consideration under Vintage One was comprised of a single, upfront payment of $225.0 million. Consideration payable upon option exercise for Vintage Two and Vintage Three was a non-refundable, As programs were identified for inclusion in a Vintage, the Company issued a Program Placement Notice to Celgene that included the identity of the program, including the targets and associated chemotype(s) applicable to such lead candidate(s) within the program, as well as a list of any patent applications filed by the Company with respect to such program (“Vintage Program”). In the event the Company identified and developed a clinical lead candidate under a Vintage, the Company issued a Clinical Lead Candidate Notice which included a detailed data package containing the data generated for the Vintage Program, and Celgene had the option to enter into a license agreement for the Vintage Program to obtain exclusive development rights in the European Union (“Clinical Lead Candidate License”). The option (the “Development License Option”) was subject to a non-refundable, non-creditable Under the Clinical Lead Candidate License agreement, the Company was responsible for all worldwide development of the applicable licensed products through EOP1. At the completion of EOP1, Celgene had the option to make an EOP1 Payment of $25.0 million to secure the commercialization rights to the related candidate(s) outside of the U.S. Upon exercise of this option (the “Celgene 2.0 Commercialization License Option”), Celgene was responsible for all activities for such Vintage Program and paid all costs through ex-U.S. In 2014, the Company received the upfront cash payment of $225.0 million for Vintage One. In 2015 and 2016, the Company provided two Program Placement Notices under Vintage One. Celgene executed its Clinical Lead Candidate License options to continue development of both programs, paying the Company non-refundable non-refundable In 2017, Celgene executed its Vintage Option for Vintage Two and paid the Company the upfront cash payment of $195.0 million. On December 28, 2018, the Company and Celgene mutually agreed to terminate Celgene 1.0 and Celgene 2.0 (“the Termination”), including all partially satisfied and unsatisfied obligations. Concurrently, the Company and Celgene entered into a (i) worldwide license agreement for FT-1101 FT-1101 FT-1101 ASC 605 Accounting Analysis For periods prior to January 1, 2019, the Company accounted for revenue in accordance with ASC 605. The Company concluded that Celgene 1.0, including the obligations for each subsidiary, and Celgene 2.0, including each Vintage, were separate contracts for accounting purposes. While the agreements were all with the same party, the consideration, elements and functionality, and success or failure of each was independent of all others. Therefore, the Company accounted for each on a standalone basis for a total of thirteen contracts as follows: • Research and development services for Celgene 1.0 (“Celgene 1.0 R&D”) • Research and development services for seven subsidiaries under Celgene 1.0 (“Celgene 1.0 Subs”) • Research and development services for Celgene 2.0 Vintage One (“Vintage One R&D”) • Research and development services for Celgene 2.0 Vintage Two (“Vintage Two R&D”) • Development licenses for two Clinical Lead Candidate License programs under Celgene 2.0 Vintage One (“Development Licenses”) • Commercialization license for one Clinical Lead Candidate License program that reached EOP1 (“Commercialization License”) Celgene 1.0 R&D The deliverables for Celgene 1.0 R&D were the research license, research services and participation on the JSC. The Company concluded the deliverables comprised one unit of accounting. The research license was delivered upon execution of the agreement and the research services and JSC services were delivered over time. The research license provided Celgene with the ability to evaluate the research and development results under the collaboration and to perform its responsibilities under the research plan, if any. The Company determined that the research licenses had insignificant value to Celgene as the research licenses merely allowed Celgene the right to perform research under the research plan if the Company directed Celgene to do so, or to evaluate the results of a program, and; therefore, did not have standalone value from the research services. The Company also considered whether the JSC participation had standalone value. The JSC activities were a participatory obligation and the members provided technical oversight and management to the overall collaboration activities, including the facilitation of the early stage research performed and coordination of the activities of both the Company and Celgene. The Company’s participation on the JSC was essential to Celgene receiving value from the research services; therefore, the JSC and research services deliverables was combined into a single unit of accounting, along with the research license. Consideration for Celgene 1.0 R&D was $24.0 million and was recognized over an estimated eight-year service period, on a straight-line basis, as there is no discernable pattern or objective measure of performance of the services. The Subsidiary Development License and Research Services Options were considered substantive options. The options, and the underlying obligations, were not considered deliverables at inception and the associated option exercise payments were not included in allocable consideration. Celgene 1.0 Subs The deliverables for the individual Celgene 1.0 Subs were the development license and research services. The Company concluded the deliverables comprised one unit of accounting for each individual subsidiary. The development license did not have standalone value from the development services as the development license only provided Celgene with the ability to evaluate the research and development results under the collaboration and to perform its responsibilities under the development plan, if any. The Company determined that the development license that was delivered in connection with the execution of the license agreement did not have value to Celgene on a standalone basis without the development services, which were necessary to further the subsidiary development toward EOP1. Consideration for each Celgene 1.0 Sub ranged from $19.0 million to $29.0 million and was recognized using a proportional performance model over the estimated performance period of the services associated with each subsidiary. The Celgene 1.0 Commercialization License Options were considered substantive options. The options, and the underlying obligations, were not considered deliverables at inception and the associated option exercise payments were not included in allocable consideration. Celgene never exercised any of these options. Vintage One & Two R&D The deliverables for Vintage One R&D and Vintage Two R&D were the research and development services, the research license and JSC participation during the defined research period of each Vintage. The Company concluded the deliverables comprised one unit of accounting for each Vintage. The research licenses were delivered upon execution of the agreement and the research and development services and JSC obligations associated with each Vintage were delivered over time. The research license provided Celgene with the ability to evaluate the research and development results under the collaboration and to perform its responsibilities under the research plan, if any. As such, the research license did not have value to Celgene on a standalone basis without the research and development services and JSC participation services, which were over the same period of performance. Consideration for Vintage One R&D and Vintage Two R&D was $225.0 million and $195.0 million, respectively. Revenue was recognized over the respective service periods on a straight-line basis as there was no discernable pattern or objective measure of performance of the services. The Development License Options were considered substantive options. The options, and the underlying obligations, were not considered deliverables at inception and the associated option exercise payments were not included in allocable consideration. Development Licenses The deliverables for the Development Licenses were the research and development services, the development licenses and participation on the Joint Development Committee (“JDC”) for each licensed program. The Company concluded the deliverables comprised one unit of accounting for each licensed program. The development licenses for each licensed program did not have standalone value from the development services and JDC obligations. The development licenses provided Celgene with the ability to evaluate the research and development results and perform its responsibilities under the development plan, if any. Additionally, they provided Celgene the right to perform additional research and development in the European Union (above and beyond the first Phase I Clinical Study), if needed. As a result, the Company determined that the licenses that were delivered in connection with the execution of the license agreements did not have value to Celgene on a standalone basis without the research and development services, and JDC participation which was over the same period, which were all necessary to further the programs toward EOP1. Consideration under the Development Licenses was $41.0 million, and revenue was recognized over the respective service periods on a straight-line basis as there was no discernable pattern or objective measure of performance of the services. The Celgene 2.0 Commercialization License Options were considered substantive options. The options, and the underlying obligations, were not considered deliverables at inception and the associated option exercise payments were not included in allocable consideration. Commercialization Licenses The deliverables for the Commercialization License were the commercialization license and technology transfer services. The Company concluded that the license did not have standalone value from the technology transfer services deliverable. As Celgene could not fully utilize the license for its intended purpose without the corresponding know-how, Termination Agreement The Company concluded the Termination comprised a modification of the obligations under Celgene 1.0 and Celgene 2.0, including the seven Celgene 1.0 Subs, Vintage One, Vintage Two, the Development Licenses and the Commercialization License. As it terminated all existing agreements with, and obligations to, Celgene and replaced them with the License Agreements, the Company accounted for the License Agreements as a new arrangement. As the License Agreements were executed at the same time as the termination of the existing agreement, and with the same customer, the Company combined the License Agreements for accounting purposes (hereafter referred to as the “Modified Arrangement”). The deliverables under the Modified Arrangement were worldwide development and commercialization license rights to FT-1101 FT-1101, know-how FT-1101 FT-1101 “FT-1101 Consideration under the Modified Arrangement was comprised of the deferred revenue balance as of the effective date of the Termination of $117.8 million, license fees of $77.5 million and consideration related to the technology transfer services of $7.1 million for total consideration of $202.4 million. The Company excluded the contingent milestone payments and sales-based royalties from consideration as the Company is only eligible to receive such amounts if Celgene achieves certain development, regulatory and commercial objectives that are outside of the Company’s control. In allocating consideration to each unit of accounting, the Company determined the BESP of each unit of accounting and allocated $137.0 million to the FT-1101 The Company recognized total revenue related to the Celgene arrangements of $158.4 million for the year ended December 31, 2018 under ASC 605. Topic 606 Accounting Analysis The Company adopted Topic 606 effective January 1, 2019 applying the five-step model to each of the thirteen contracts comprising the Celgene arrangement. In applying the modified retrospective approach as of the date of adoption, the Company determined the amount of revenue that would have been recognized in accordance with Topic 606 for the prior agreements with Celgene, including the Modified Arrangement as of January 1, 2019. In doing so, the Company determined the amount of revenue recognized under each agreement with Celgene prior to the date of the Termination in accordance with Topic 606 and applied the contract modification guidance within Topic 606 to the Modified Arrangement. Celgene 1.0 The promises for Celgene 1.0 R&D included a research license, research services, JSC participation and license options. As the research license was specifically granted to Celgene for its evaluation of the results of the Company’s performance of the research and development services, and also afforded Celgene the ability to perform services specifically required under the research plan, if any, the Company concluded Celgene could not benefit from the research license without the research and development services. Additionally, the Company’s participation on the JSC is essential to Celgene receiving value from the research services as the oversite and management of the JSC was considered integral to the performance of the research services. Therefore, the research license, research and development services and JSC were not distinct and were combined into one performance obligation. The Company concluded the exercise price of the Subsidiary Development License and Research Services Options approximated their standalone selling price based on the scope of work and pricing relative to comparable contracts. Therefore, the options were not deemed to be material rights and will be accounted for upon option exercise. The transaction price for Celgene 1.0 R&D included a single upfront, nonrefundable payment of $24.0 million. There was no allocation of the transaction price as there was a single performance obligation. The Company applied an input method measure of progress based on cost incurred relative to total cost to fulfill its performance obligation to recognize revenue over time. This approach was the most faithful depiction of progress as Celgene’s benefit was commensurate with the effort and costs incurred over the term of the contract. As of the Termination, the Company had substantially completed its performance obligation for Celgene 1.0 R&D. Accordingly, there would have been no remaining deferred revenue as of the date of the Termination. Seven Celgene 1.0 Subs resulted from the exercise of the options provided for under the Celgene 1.0 R&D. The promises for the Celgene 1.0 Subs were consistent across each subsidiary and included a development license, research services and license options. As the development license was specifically granted to Celgene in order for evaluation of the results of the Company’s performance of the research and development services and also afforded Celgene the ability to perform services specifically required under the development plan, if any, the Company concluded Celgene could not benefit from the development license without the research and development services. Therefore, the development license and research and development services were not distinct and were combined into one performance obligation. The Company concluded that the exercise price of the Celgene 1.0 Commercialization License Options approximated their standalone selling price based on the scope of work and pricing relative to comparable contracts. Therefore, the options were not deemed to be material rights and will be accounted for as separate contracts upon option exercise. The transaction price for the Celgene 1.0 Subs included a single upfront, nonrefundable payment for each and no allocation was required as each contained a single performance obligation. The total of all the transaction prices for the seven subsidiary contracts was $169.0 million. The Company applied an input method measure of progress based on cost incurred relative to total cost to fulfill its performance obligation to recognize revenue over time. This approach was the most faithful depiction of progress as Celgene’s benefit was commensurate with the effort and costs incurred over the term of the contract. As of the Termination, the Company would have had approximately $40.7 million in deferred revenue related to the Celgene 1.0 Subs. Celgene 2.0 The promises for Vintage One R&D and Vintage Two R&D were similar. Each of Vintage One and Vintage Two included a research license, research and development services, JSC participation, and license options. Additionally, Vintage One included Vintage options. As the research license was specifically granted to Celgene for its evaluation of the results of the Company’s performance of the research and development services, and also afforded Celgene the ability to perform services specifically required under the research plan, if any, the Company concluded Celgene could not benefit from the research license without the research and development services. Additionally, the Company’s participation on the JSC is essential to Celgene receiving value from the research services as the oversite and management of the JSC was considered integral to the performance of the research services and the JSC services. Therefore, the research license, research and development services and JSC services were not distinct and were combined into one performance obligation. The Company concluded the exercise price of the Development License Options approximated their standalone selling price based on estimated costs to perform the services, scope of work, and reasonable profit margin. Therefore, the license options were not deemed to be material rights and will be accounted for upon option exercise. The Company concluded the Vintage Options approximated their standalone selling price based on the scope of work, estimated cost to complete each Vintage, reasonable profit margin and comparable market data. Therefore, the Vintage Options were not deemed to be material rights and will be accounted for as separate contracts upon option exercise. The transaction price for Vintage One R&D and Vintage Two R&D was comprised of a single upfront, nonrefundable payment of $225.0 million and $195.0 million, respectively. As each Vintage contained a single performance obligation, there was no allocation of the transaction prices. The Company applied an input method measure of progress based on cost incurred relative to total cost to fulfill its performance obligation to recognize revenue over time. This approach was the most faithful depiction of progress as Celgene’s benefit was commensurate with the effort and costs incurred over the term of the contracts. As of the Termination, the Company would have had approximately $107.1 million in deferred revenue related to Vintage Two R&D. Vintage One R&D was completed prior to the execution of the Modified Arrangement. The promises for the Development Licenses were consistent across each of the two licensed programs and included a development license, research and development services, JDC participation and license options. As the development license was specifically granted to Celgene for its evaluation of the results of the Company’s performance of the research and development services, and also afforded Celgene the ability to perform services specifically required under the development plan, if any, the Company concluded Celgene could not benefit from the development license without the research and development services. Additionally, the Company’s participation on the JDC is essential to Celgene receiving value from the research services as the oversite and management of the JDC was considered integral to the performance of the research services and the JDC services. Therefore, the development license, research and development services and JDC were not distinct and were combined into one performance obligation. The Company concluded the Celgene 2.0 Commercialization License Options approximated their standalone selling price based on the scope of work and pricing relative to comparable contracts to which the Company was a party. Therefore, the license options were not deemed to be material rights and will be accounted for as separate contracts upon option exercise. The transaction price for each Development Licenses was comprised of a single, upfront nonrefundable payment, the first of which was $20.0 million and the second $21.0 million. Each contract contained a single performance obligation, therefore there was no allocation of the transaction prices. The Company applied an input method measure of progress based on cost incurred relative to total cost to fulfill its performance obligation to recognize revenue over time. This approach was the most faithful depiction of progress as Celgene’s benefit is commensurate with the effort and costs incurred over the term of the Development Licenses. As of the Termination, the Company would have recognized all revenue related to the Development Licenses. The transaction price for the Commercialization License was comprised of an upfront nonrefundable payment of $25.0 million. The contract contained a single performance obligation therefore, there was no allocation of the transaction price. The transaction price under the commercialization license would have been recognized as the technology transfer was performed during the year ended December 31, 2018. The Modified Arrangement was comprised of multiple contracts including termination letters for the existing agreements and License Agreements. The Company concluded the multiple contracts under the Modified Arrangement should be combined for accounting purposes as they were executed at the same time and negotiated with a single commercial objective. Accordingly, the Company applied the modification guidance under Topic 606 determining that certain promised goods and services under the Modified Arrangement were distinct from those already provided while others were not distinct. Therefore, the Company updated the transaction price of the Modified Arrangement to include the deferred revenue related to the unsatisfied performance obligations prior to the termination date plus the incremental consideration received under the License Agreements. The promises under the Modified Arrangement included a worldwide development and commercialization license to FT-1101 FT-1101, know-how FT-1101 “FT-1101 The transaction price of the combined contract was $232.9 million, inclusive of $147.8 million related to deferred revenue of the partially satisfied obligations prior to the Termination along with $77.5 million of additional license fees, and $7.6 million of reimbursement of certain costs, including costs incurred performing technology transfer activities. The Company concluded the consideration related to the development, regulatory and commercial milestone payments is fully constrained as the achievement of such milestones is outside of the Company’s control and it is probable that a significant reversal of revenue could occur. Further, the Company accounts for the sales-based royalties consistent with the sales- and usage-based royalty guidance when (or as) such amounts are earned. Using various measures, including projected cash flows and data from comparable market transactions, the Company determined the estimated standalone selling prices and allocated the transaction price to the FT-1101 Combined PO and USP30 Combined PO based on the relative standalone selling price. The allocated transaction price of the FT-1101 The Company recognizes revenue over time for each of these performance obligations using an input method based on a measure of cost incurred relative to total estimated cost for the technology transfer activities as this represents the most faithful depiction of progress under the contract as the costs incurred were indicative of progress achieved. Progress of the technology transfer activities did not commence until after December 31, 2018, therefore no revenue was recorded after the Termination in the year ended December 31, 2018. The technology transfer activities were completed and the license rights were fully transferred to Celgene in May 2019 for the USP30 Combined PO and December 2019 for the FT-1101 For the year ended December 31, 2019, the Company recognized $96.5 million of revenue related to the Modified Arrangement. Other Collaboration Agreements The Company has a license agreement with Boehringer Ingelheim (“BI”) for which it is eligible to receive certain development and commercialization milestones based on progress achieved by BI. The Company considered the license agreement with BI in its adoption of Topic 606. All performance obligations related to research services were completed prior to the adoption of Topic 606 and all consideration related to the milestone payments are fully constrained. As the achievement of the milestones are outside of the Company’s control, it is not probable that a significant reversal of revenue would not occur. Therefore, as there are no ongoing service obligations and the milestones remain constrained, the Company will recognize revenue under the license agreement when a milestone is achieved by BI. Accordingly, there was no impact of adoption for the license agreement with BI. In 2019, the Company received one milestone payment of $4.0 million when BI initiated a Phase I trial for the licensed product and recognized revenue for the full milestone payment at that time as there are no ongoing obligations. In November 2010, the Company entered into an arrangement with a partner to deliver a compound library. Included in the arrangement were certain options to exclusive licenses for a defined number of library compounds. The Company determined the options represented material rights as they were exercisable for no additional consideration. The Company concluded the contract term was ten years at which point, the options expire. The Company completed the service obligations in January 2012 and, as of December 31, 2019, no options have been exercised. As of December 31, 2019, the Company had $1.2 million of deferred revenue related to the options. For the year ended December 31, 2019, the Company recognized total revenues of $100.6 million. Had revenue been recognized in accordance with ASC 605, revenue recognized for the year ended December 31, 2019 would have been $209.0 million. Summary of Contract Assets and Liabilities The following table presents changes in the Company’s balances of contract liabilities (in thousands): BEGINNING ADDITIONS DEDUCTIONS END OF Year Ended December 31, 2019 Deferred revenue $ 94,031 $ 3,765 $ 96,557 $ 1,239 Deferred revenue, noncurrent $ 1,266 $ — $ 1,266 $ — For the year ended December 31, 2019, $94.1 million of collaboration revenue recognized was included in deferred revenue at the beginning of the period. The Company had no contract asset balances as of and for the year ended December 31, 2019. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
401(k) Savings Plan | Note 18—401(k) Savings Plan The Company maintains a defined contribution savings plan covering all eligible U.S. employees under Section 401(k) of the Internal Revenue Code. As of April 2012, by approval of the Company’s board of directors, the Company contributes to the plan in an amount equal to 100% of employee contributions up to a maximum of 6% of the employee’s base salary. The Company’s contributions to the plan for the years ending December 31, 2018 and 2019 were $1.5 million and $1.3 million, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 17—Subsequent Events The Company has evaluated subsequent events through the date the condensed consolidated financial statements were issued and determined that there are no material events that warrant disclosure or recognition in the condensed consolidated financial statements. | Note 19—Subsequent Events (a) Stock Option Grant In February 2020, the Company granted 1,937,315 stock options to 75 existing employees, executives and directors under the 2019 Plan. Such stock options were issued with an exercise price of $5.43 per share and a grant date fair value per share ranging from $3.41 to $3.55. The stock options vest in accordance with terms typically granted under the 2019 Plan. The Company recorded equity-based compensation expense of $0.3 million related to the grant for the quarter ended March 31, 2020 and will continue to recognize equity-based compensation expense over the vesting term. (b) Early Discovery Divestiture In March 2020, the Company and a private biotechnology company (“NewCo”) executed an agreement to divest the Company’s Early Discovery capabilities. Pursuant to the asset purchase agreement, NewCo purchased certain assets, including specified intellectual property, from the Company in exchange for $17.5 million in cash, which will be paid in incremental payments until June 2021, and $10.0 million in equity of NewCo. The NewCo equity interest will be received during the next twelve months. The Company is eligible to receive low single digit future royalties on net sales of certain assets sold by NewCo. The divestiture resulted in a reduction in headcount by 23 employees, which all transitioned to NewCo. Concurrent with the divestiture, the Company’s Branford, CT lease and certain revenue contracts were assigned to and assumed by NewCo. The Company concluded the assets did not meet the criteria for held-for-sale classification or discontinued operations accounting as of December 31, 2019, therefore the impact of the sale was recorded in March 2020. (c) Common Stock Warrant Exercise In March 2020, one investor exercised the outstanding Common Stock Warrant to purchase 297,241 shares of common stock at a purchase price of $0.04 per share. No Common Stock Warrants were outstanding subsequent to the exercise. (d) CARES Act Effective March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) to provide relief to Company’s impacted by the Coronavirus outbreak. The CARES Act made temporary changes to the U.S. Internal Revenue Code, including a change to allow a five year carryback of net operating losses incurred during the years ended December 31, 2018, 2019, and 2020, eliminated the NOL utilization limitation from 80% to 100% for losses incurred during those years, and the acceleration of the U.S federal AMT credit. The Securities and Exchange Commission has yet to provide guidance for the accounting of for certain income tax effects of the CARES Act. The Company expects to complete the analysis of these temporary provisions and account for the financial statement impact in 2020, the period of enactment. (e) Reverse Stock Split The Company’s Board of Directors and stockholders approved a one-for-4.2775 reverse stock split of the Company’s common stock that became effective on June 12, 2020, which also results in a corresponding adjustment to the outstanding shares of enterprise junior stock. All shares and per share amounts in the consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split and adjustment of the Preferred Stock conversion ratios. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 11—Stockholders’ Equity Immediately prior to the closing of the IPO, the Company had 2,576,484 shares of common stock issued and outstanding. As of September 30, 2020, the Company had 150,000,000 shares of common stock authorized, of which 147,494,175 and 2,505,825 are designated as voting and non-voting Common Stock Reserved for Future Issuances As of September 30, 2020, the Company had reserved common stock for the exercise of stock options and restricted stock units issued under the 2019 Stock Incentive Plan and the 2020 Stock Option and Incentive Plan and for the future issuance under the 2020 Stock Option and Incentive Plan and 2020 Employee Stock Purchase Plan as follows: Stock Reserved For exercise of stock options under the 2019 Stock Incentive Plan 4,089,929 For exercise of stock options under the 2020 Stock Option and Incentive Plan 857,177 For restricted stock units granted under the 2020 Stock Option and Incentive Plan 18,200 For future issuance under the 2020 Stock Option and Incentive Plan 2,630,487 For future issuance under the 2020 Employee Stock Purchase Plan 367,545 7,963,338 |
Hit Discovery Divestiture
Hit Discovery Divestiture | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Hit Discovery Divestiture | Note 16—Hit Discovery Divestiture On March 16, 2020, the Company and Valo Health, Inc. (“Valo Health”, previously disclosed as “Integral Health, Inc.” and “NewCo”) executed an Agreement to divest select hit discovery capabilities (“Hit Discovery”, previously disclosed as “Early Discovery”). Valo Health purchased certain assets, including specified intellectual property, contracts and equipment used to conduct early stage hit identification and hit to lead discovery activities related to the identification, screening, and validation of compounds in early stage drug discovery from the Company. Additionally, certain of the Company’s employees terminated their employment with the Company and became employees of Valo Health. In exchange, the Company is entitled to receive: $17.5 million in cash, of which $2.5 million was paid at closing, and $15.0 million is payable in installments through June 1, 2021 (the “Installment Receivable”); $0.5 million of reimbursements for expenses prepaid by the Company, the benefit of which was transferred to Valo Health; and equity consideration equal to $10.0 million of equity in Valo Health’s next financing round or, if Valo Health’s next equity financing does not occur prior to the one-year product-by-product country-by-country The Company concluded that substantially all of the fair value of the gross assets sold was not concentrated in a single identifiable asset or group of similar identifiable assets based on the value of the identifiable tangible and intangible assets sold and the employees transferred as part of the transaction. The Company concluded that the asset group transferred to Valo Health constituted a business as the Company transferred inputs and processes that are capable of producing outputs. Further, the Company concluded it no longer had a controlling interest in the divested business subsequent to the transaction. The Company recognized a gain representing the difference between the fair value of the consideration received and the carrying amount of the net assets sold. The Company concluded the Equity Consideration is not a derivative instrument pursuant to ASC 815, Derivatives and Hedging Equity Securities The fair value of the Installment Receivable was calculated as the present value of future cash payments to be received from Valo Health using a discount rate of 19.0% which factors in the risks associated with an early-stage development company. The Company will use the effective interest rate to accrete the present value of the future payments to the total amount of payments to be received from Valo Health. The Company recorded the Installment Receivable in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheet as of September 30, 2020. The fair value of the Equity Consideration is included in other assets on the Company’s condensed consolidated balance sheet. The fair value of the Contingent Royalty Income was determined to be de minimis given the remote likelihood the Company will receive any significant future payments. The fair value of the total consideration to be received used in calculating the gain on Hit Discovery divestiture is summarized as follows (in thousands): Fair Value Cash consideration: Cash due at closing $ 2,961 Installment Receivable 12,593 Non-cash Equity Consideration $ 10,000 Total fair value of consideration $ 25,554 The carrying value of the assets and liabilities included in the sale to Valo Health are as follows (in thousands): Carrying Amount Assets: Prepaid expenses and other current assets $ 1,117 Property and equipment, net 2,398 Other assets 125 $ 3,640 Liabilities: Accounts payable $ 159 Deferred revenue 1,239 $ 1,398 Net assets sold $ 2,242 The Company recognized a gain on Hit Discovery divestiture of $23.3 million which is presented as a separate component of other income on the Company’s condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2020. For the three and nine months ended September 30, 2020, the Company recorded interest income of approximately $0.7 million and $1.5 million, respectively, related to the accretion of the Installment Receivable. As of September 30, 2020, the carrying value of the Installment Receivable was $14.1 million. Upon the execution of the Agreement, the Company accelerated the vesting of 23,317 stock options, 18,818 of which were held by employees who terminated employment with the Company as part of the transaction, in accordance with the respective award agreements. In addition, the Company modified 19,981 stock options to increase the exercise period from 90 days to one year from the date of termination for certain employees terminated in relation to the transaction. The incremental compensation expense associated with the modification was deemed immaterial. Separately, the Company recognized $0.5 million of research and development expense in the condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2020 related to a cash bonus payable as a result of the transaction. No corresponding research and development expense was recognized in the condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The condensed consolidated financial statements prior to the Reorganization include the accounts of Forma Therapeutics Holdings, LLC and its wholly owned subsidiaries. The condensed consolidated financial statements subsequent to the Reorganization include the accounts of Forma Therapeutics Holdings, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company has prepared the accompanying condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures generally included in financial statements in conformity with GAAP have been condensed or omitted in accordance with such rules and regulations. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standard Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Company’s significant accounting policies are disclosed in the audited consolidated financial statements included in the Company’s final prospectus filed with the SEC pursuant to the Rule 424(b)(4) on June 22, 2020 (“Prospectus”). Since the date of such audited consolidated financial statements, there have been no changes to the Company’s significant accounting policies except as noted below. | Basis of Presentation and Consolidation The consolidated financial statements prior to the Reorganization include the accounts of Forma Therapeutics Holdings, LLC and its wholly owned subsidiaries. The consolidated financial statements subsequent to the Reorganization include the accounts of Forma Therapeutics Holdings, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company has prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standard Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Effective January 1, 2019, the Company adopted the provisions of ASU No. 2014-09, Revenue from Contracts with Customers, |
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 consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of Common 1 shares, common stock, enterprise incentive shares, enterprise junior stock, warrant liability, accrued expenses, income taxes, standalone selling price, estimated variable consideration and proportional performance in calculating revenue recognition. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Actual results could differ from the Company’s estimates. | |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker in deciding how to allocate resources and assess performance. The Company and the Company’s chief operating decision-maker, the Company’s chief executive officer, view the Company’s operations and manages its business as a single operating segment. | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Amounts in restricted cash consist of a security deposit and a letter of credit, both of which secure the Company’s respective office spaces. Pursuant to the Hit Discovery divestiture in March 2020, and the assignment and assumption of the Company’s Branford, CT lease to Valo Health, the security deposit restricted as of December 31, 2019 was transferred to Valo Health (see Note 16). In connection with the Company entering into a new lease in September 2020, the Company delivered a letter of credit equal to six months of the initial base rent which was included in restricted cash as of September 30, 2020. Restricted cash is included in other assets on the condensed consolidated balance sheets. The following table reconciles cash, cash equivalents and restricted cash as of September 30, 2020 and 2019 to the condensed consolidated statements of cash flows (in thousands): September 30, 2020 2019 Cash and cash equivalents $ 79,865 $ 55,790 Restricted cash 2,470 616 Total cash, cash equivalents and restricted cash as shown in the condensed consolidated statements of cash flows $ 82,335 $ 56,406 | Cash, Cash Equivalents and Restricted Cash The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Amounts in restricted cash consist of a security deposit and a letter of credit, both of which secure the Company’s respective office spaces. Restricted cash is included in other assets on the consolidated balance sheets. The following table reconciles cash, cash equivalents and restricted cash per the consolidated balance sheets to the consolidated statements of cash flows (in thousands): DECEMBER 31, 2018 2019 Cash and cash equivalents $ 83,448 $ 173,180 Restricted cash 616 616 Total cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 84,064 $ 173,796 |
Marketable Securities | Marketable Securities Marketable securities generally consist of U.S. Treasury securities, debt securities of U.S. government agencies and corporate entities and commercial paper. The objectives for holding investments are to invest the Company’s excess cash resources in investment vehicles that provide a better rate of return compared to an interest-bearing bank account with limited risk to the principal invested. Marketable securities with original maturities of greater than 90 days and remaining maturities of less than one year from the balance sheet date are classified as short-term marketable securities. Marketable securities with remaining maturities of greater than one year from the balance sheet date are classified as long-term marketable securities. All investments are classified as held-to-maturity Held-to-maturity | Marketable Securities Marketable securities generally consist of U.S. Treasury securities, debt securities of U.S. government agencies and corporate entities and commercial paper. The objectives for holding short-term investments are to invest the Company’s excess cash resources in investment vehicles that provide a better rate of return compared to an interest-bearing bank account with limited risk to the principal invested. All short-term investments, which are held for one year or less, are classified as held-to-maturity Held-to-maturity |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk include cash equivalents, marketable securities and accounts receivable. Substantially all of the Company’s cash deposits are maintained at large, creditworthy financial institutions. Concentration of credit risk with respect to receivables is limited to certain customers to which the Company makes substantial sales. Customers are granted credit on an unsecured basis. To mitigate risk, the Company routinely assesses the financial strength of its customers which are primarily large pharmaceutical companies. The Company’s policy is to maintain allowances for estimated losses associated with the inability of its customers to make required payments. The Company provides an allowance for doubtful accounts based on known accounts receivable balances that are determined to be uncollectible, historical experience and other currently available evidence. The Company’s senior management reviews accounts receivables on a periodic basis to determine if any receivables may be potentially uncollectable. An amount is written off against the allowance after all attempts have failed to collect the receivable. Based on management’s review, no allowances for doubtful accounts were recorded for the years ended December 31, 2018 and 2019. For each year ended December 31, 2018 and 2019, one customer accounted for 97% and 96%, respectfully, of total revenue. As of both December 31, 2018, and 2019, the same customer represented 100% of the accounts receivable balance. | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. Repairs and maintenance costs are expensed as incurred. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are eliminated from the consolidated balance sheets and any related gain or loss is reflected in the consolidated statements of operations and comprehensive income (loss). Depreciation is computed using the straight-line method over the following useful lives: ESTIMATED USEFUL LIFE Computer and office equipment 3 years Software 3-5 Lab equipment 3-5 Furniture and fixtures 3 years Leasehold improvements Shorter of estimated useful life or lease term | |
Assets Held-for-Sale | Assets Held-for-Sale The Company classifies assets as held-for-sale held-for-sale held-for-sale | |
Classification of Preferred Shares and Preferred Stock | Classification of Preferred Shares and Preferred Stock The Company records all preferred shares and preferred stock upon issuance at its respective fair value or original issuance price less direct and incremental issuance costs, as stipulated by its terms. The Company classifies its preferred shares and preferred stock outside of stockholders’ equity (deficit), if the redemption of such shares is at the option of the holder or any deemed redemption event is outside the Company’s control. The Company adjusts the carrying values of its preferred shares and preferred stock to its redemption value when the redemption value exceeds the carrying value and when the preferred shares and preferred stock are currently redeemable or probable of becoming redeemable. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. | |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principle or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, the first two are considered observable and the last is considered unobservable: • Level 1: Quoted prices in active markets for identical assets or liabilities. • Level 2: Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s warrants to purchase shares of redeemable convertible and convertible preferred securities, money market funds, and repurchase agreements are carried at fair value, determined according to the fair value hierarchy described above. The Company has no other financial assets or liabilities that are measured at fair value on a recurring basis. | |
Research and Development | Research and Development Research and development costs are charged to operations in the period incurred and include internal and external costs incurred in performing research and development activities in connection with the discovery and development of product candidates. Such expenses primarily consist of personnel costs, including compensation, benefits and other related expenses, equity-based compensation, clinical supplies, research and development facilities and related expenses, and third-party contract costs relating to research, process and formulation development, preclinical and clinical studies and regulatory operations. | |
Patent Costs | Patent Costs Costs to secure, defend and maintain patents are expensed as incurred, and are classified as general and administrative expenses due to the uncertainty of future benefits. | |
Comprehensive Income (Loss) | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with the equity holders. There was no difference between net loss and comprehensive loss presented in the accompanying condensed consolidated financial statements for the three and nine months ended September 30, 2020 and 2019. | Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with the equity holders. There was no difference between net income (loss) and comprehensive income (loss) presented in the accompanying consolidated financial statements for the years ended December 31, 2018 and 2019. |
Income Taxes | Income Taxes Prior to the Reorganization, Forma Therapeutics Holdings, LLC, a limited liability company, was treated as a “pass-through” entity for federal income tax purposes. As such, it did not pay federal income taxes. Rather, the income, gains and losses were allocated to the holders of the Company’s redeemable convertible and convertible preferred shares and Common 1 shares. Its subsidiaries were corporations for income tax purposes and recorded income taxes using the asset and liability method. Subsequent to the Reorganization, Forma Therapeutics Holdings, Inc. and the Company’s subsidiaries are corporations for income tax purposes and record income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company’s financial statements contain certain deferred tax assets, which have arisen primarily as a result of operating losses, as well as other temporary differences between financial and tax accounting. Accounting guidance requires the Company to establish a valuation allowance if the likelihood of realization of the deferred tax assets is reduced based on an evaluation of objective verifiable evidence. Significant management judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities and any valuation allowance recorded against those net deferred tax assets. The Company evaluates the weight of all available evidence to determine whether it is more likely than not that some portion of all of the net deferred income tax assets will not be realized. The guidance on accounting for and disclosure of uncertainty in tax positions requires the Company 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 on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. | |
Warrant Liability | Warrant Liability The Company accounts for its warrants as either equity or liabilities based on the characteristics and provisions of each instrument. When the warrant agreement includes terms and provisions in which an event could occur that requires the Company to transfer cash or other assets to the warrant holder in exchange for either (i) the outstanding warrant or (ii) the underlying share issuable upon exercise of the warrant and that event is outside of the Company’s control, the warrant is accounted for as a liability. Warrants classified as liabilities are recorded at fair value on the date of grant and are subsequently remeasured to fair value at each balance sheet date. Changes in the fair value of the warrant are recognized as a component of other income (expense) in the consolidated statements of operations and comprehensive income (loss). The Company estimates the fair value of these liabilities using Black-Scholes option-pricing models and assumptions that are based on the individual characteristics of the warrants on the valuation date, as well as assumptions including the fair value per share of the underlying security, the remaining contractual term of the warrant, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying security. | |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional accounting, and other third-party fees that are directly associated with in-process paid-in paid-in | Deferred Offering Costs The Company capitalizes certain legal, professional accounting, and other third-party fees that are directly associated with in-process paid-in |
Revenue Recognition | Revenue Recognition Subsequent to the Adoption of Topic 606 Effective January 1, 2019, the Company adopted Topic 606 using the modified retrospective transition method. The provisions of Topic 606 apply to all contracts with customers, except those that are within the scope of other standards, such as leases, insurance, collaboration agreements and financial instruments. In accordance with this method, the Company recorded a cumulative effect adjustment in applying Topic 606 to all contracts not substantially complete as of the adoption date. Refer to Recently Adopted Accounting Pronouncements below for the impact of adoption. The Company enters into collaboration agreements within the scope of Topic 606. Under these collaboration agreements, the Company provides research and development services, license rights and options for additional goods and services to customers. The agreements typically include a combination of upfront, non-refundable Topic 606 requires entities to recognize revenue when (or as) control of the promised goods or services transfer to the customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those promised goods or services. In order to meet this objective, the Company applies the five-step model prescribed by Topic 606 as follows: (i) identify the contract with the customer; (ii) identify the performance obligation(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s); and (v) recognize revenue when (or as) the performance obligation(s) is satisfied. The Company applies the five-step model to contracts with customers when it is deemed probable that the consideration to which it will be entitled in exchange for the goods or services transferred will be collected. When optional goods or services are offered, the Company assesses the options to determine whether the options grant the customer a material right. This determination includes whether the option is priced at an amount that the customer would not have received without entering into the contract with the Company. If the Company concludes the option conveys a material right, it is accounted for as a separate performance obligation. In identifying performance obligations in a contract, the Company identifies those promises that are distinct. Promised goods or services are considered distinct when the customer can benefit from the goods or services on their own, or together with readily available resources, and the goods or services are separately identifiable from other promises in the contract. If a promise is not distinct, it is combined with other promises in the contract until the combined group of promises is capable of being distinct. At contract inception, the Company determines transaction price based on the amount of consideration the Company expects to receive in exchange for the promised goods and services transferred. Consideration may be fixed or variable, or both. When a contract includes variable consideration, the Company applies either the expected amount method or the most likely amount method to estimate the consideration to be received. The Company then assesses whether it is probable that a significant reversal of revenue will not occur if the variable consideration is included in the measure of transaction price. If the probability threshold is not met, the Company constrains the variable consideration to the extent it is not probable that a significant reversal of revenue will not occur. For contracts that include sales-based royalties for licensed compounds, the Company recognizes revenue at the date when the related sales occur. Finally, the Company determines whether the contract contains a significant financing component by analyzing the promised consideration relative to the standalone selling price of the promised goods and services and the timing of payment relative to the transfer of the promised goods and services. At each reporting date, the Company reassesses the transaction price and probability of achievement of the performance obligations and the associated constraints on transaction price. If necessary, the Company adjusts its transaction price, recording a cumulative catch-up Transaction price is allocated based on relative standalone selling price of the performance obligations in the contract. When variable consideration relates to one or more, but not all, performance obligations in the contract, and allocating the variable consideration to the related performance obligations results in an amount the Company would expect to receive for those performance obligations, the variable consideration is allocated to those performance obligations to which it relates. Determining the standalone selling price of the performance obligations requires management judgment as the performance obligations may not be sold on a standalone basis. To estimate standalone selling price, the Company considers comparable transactions, both internal and in the marketplace, elements of the negotiations of the contract, estimated costs to complete the respective performance obligations and reasonable profit margins the Company and others in the marketplace would expect to receive for the various elements of the contract. Revenue is recognized when (or as) control of a performance obligation is transferred to the customer. When combined performance obligations contain a promised license and related services or other promises, management judgment is required to determine the appropriate timing of revenue recognition. In doing so, the Company must identify the predominant promise or promises in the contract to determine whether revenue is recognized at a point in time or over time. If over time, the Company must determine the appropriate measure of progress. If a license is deemed to be the predominant promise in a performance obligation, the Company must determine the nature of the license, whether functional or symbolic intellectual property, to conclude whether point-in-time At each reporting date, the Company calculates the measure of progress for the performance obligations transferred over time. The calculation generally uses an input measure based on costs incurred to-date catch-up Payments in the Company’s contracts are generally based on stated billing intervals in the contracts. Payments are generally due within 30 days of invoicing, with stated interest rates on overdue balances. Amounts are recorded in accounts receivable when the right to consideration is unconditional. Payments received in advance of transfer of the associated performance obligations are reflected in deferred revenue until the Company transfers control of the performance obligations to the customer. Prior to the Adoption of Topic 606 Prior to the adoption of Topic 606, the Company recognized revenue from collaboration arrangements in accordance with ASC 605, Revenue recognition (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred, or services have been rendered; (iii) the seller’s price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the consolidated balance sheets. Amounts expected to be recognized as revenue within the twelve months following the balance sheet date are classified as current liabilities. Amounts not expected to be recognized as revenue within the twelve months following the balance sheet date are classified as deferred revenue, noncurrent. Multiple element arrangements The Company analyzes its strategic partnerships that include multiple element arrangements based on the guidance in ASC 605-25, Revenue Recognition—Multiple Element Arrangements 605-25”). 605-25, Options are considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the option. Factors that the Company considers in evaluating whether an option is substantive include the cost to exercise the option, the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the option and the likelihood the option will be exercised. When an option is considered substantive, the Company does not consider the option or item underlying the option to be a deliverable at the inception of the arrangement and the associated option fees are not included in the allocable consideration, assuming the option is not priced at a significant and incremental discount. Conversely, when an option is not considered substantive, the Company would consider the option including other deliverables contingent upon the exercise of the option, to be a deliverable at the inception of the arrangement and a corresponding amount would be included in the allocable arrangement consideration. Notwithstanding whether the option is considered substantive or non-substantive, Allocation of arrangement consideration Arrangement consideration that is fixed or determinable is allocated among the separate units of accounting using the relative selling price method. Then, the applicable revenue recognition criteria in ASC 605-25 605-25. Pattern of recognition The Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC 605 are satisfied for that particular unit of accounting. Deliverables under collaboration agreements generally consist of licenses and research and development services. License revenue is recognized when the license is delivered, when it is determined to have stand-alone value from the undelivered elements of the arrangement. If the license does not have stand-alone value, the amounts allocated to the license will be combined with the related undelivered items as a single unit of accounting. The revenue recognition of a combined unit of accounting typically follows the pattern of revenue of the last delivered item in the combined unit of accounting. The Company recognizes the amounts associated with research and development services and other service-related deliverables over the associated period of performance. If there is no discernable pattern of performance or objectively measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service is provided to the customer can be determined and objectively measurable performance exists, then the Company recognizes revenue under the arrangement using the proportional performance method. The Company recognizes revenue associated with license options upon exercise of the option, if the underlying license has standalone value from the other deliverables to be provided subsequent to delivery of the license. If the license does not have standalone value, the amounts allocated to the license option will be combined with the related undelivered items as a single unit of accounting. Revenue recognized is limited to the lesser of the cumulative amount of payments received or the cumulative revenue earned determined using the straight-line method or proportional performance, as applicable, as of the balance sheet date. Recognition of milestones and royalties At the inception of each arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at-risk. at-risk, at-risk, The Company will recognize royalty revenue, if any, in the period of sale of the related product(s), based on the underlying contract terms, provided that the reported sales are reliably measurable, and the Company has no remaining performance obligations, assuming all other revenue recognition criteria are met. To date, the Company has not earned any royalty revenue. Reimbursable out-of-pocket | |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company follows the two-class B-1 B-2 two-class two-class Net income (loss) allocable to common securities stock is equal to the net income (loss) less: (i) cumulative dividends and preferred returns on preferred securities accrued during the period, whether or not declared; (ii) noncumulative dividends declared on classes of securities other than common securities, whether or not paid; (iii) increases or decreases in carrying value of preferred securities, including accretion on preferred securities to its redemption value, gains or losses resulting from extinguishments on preferred securities and distributions on preferred securities in excess of accrued cumulative dividends or preferred returns; and (iv) participation rights in undistributed earnings. Basic net income (loss) per share is calculated by dividing net income (loss) allocable to common securities by the weighted-average number of shares of common securities outstanding for the period, which includes the warrants to purchase common securities at $0.04 per share to the extent they are outstanding. Diluted net loss per share is calculated by dividing the diluted net loss allocable to common securities by the weighted-average number of common securities outstanding used to calculate basic net income (loss) per share, plus the effect of potential common securities to the extent they are dilutive. | |
Equity-Based Compensation | Equity-Based Compensation The Company accounts for equity awards, including grants of enterprise incentive shares, enterprise junior stock, stock options, restricted stock units and restricted common stock, in accordance with ASC 718, Compensation—Stock Compensation (“Topic 718”). Topic 718 requires all equity-based payments to employees, which includes grants of employee equity awards, to be recognized in the condensed consolidated statements of operations and comprehensive loss based on their grant date fair values. The Company recognizes equity-based compensation expense for any non-employee non-employee For awards granted prior to the close of the IPO, in the second quarter of 2020, the Company used a probability-weighted expected returns method (“PWERM”) with four scenarios to value the common securities underlying the awards: an IPO, a delayed IPO, a sale of the Company and a remain private scenario. In the IPO and sale scenarios, the Company estimated an equity value based on the guideline public company method under a market approach. The guideline public companies consist of biopharmaceutical companies with recently completed initial public offerings. For the remain private scenario, the Company back-solved to the price of a recently issued preferred security. The Company converted its estimated future value in each scenario to present value using a risk-adjusted discount rate. The relative probability of each scenario was determined based on an assessment of then-current market conditions. Where appropriate, the Company applied a discount for lack of marketability to the value indicated for the common securities. There are significant judgments and estimates inherent in the determination of the fair value of the common securities. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred securities, the superior rights and preferences of securities senior to the common securities at the time of, and the likelihood of, achieving a liquidity event, such as an IPO or sale. Significant changes to the key assumptions used in the valuations could result in different fair values of common securities at each valuation date. For awards granted on or subsequent to the close of the IPO, for the nine months ended September 30, 2020, the fair value of the common stock underlying the awards is estimated based on the fair value of the Company’s common stock on the grant date. The Company estimates the fair value of stock options using the Black-Scholes option pricing model, which uses as inputs the estimated fair value of common securities, and certain management estimates, including the expected stock price volatility, the expected term of the award, the risk-free rate, and expected dividends. Expected volatility is calculated based on reported volatility data for a representative group of publicly traded companies for which historical information is available. The Company selects companies with comparable characteristics with historical share price information that approximates the expected term of the equity-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period that approximates the calculated expected term of the stock options. The Company will continue to apply this method until a sufficient amount of historical information regarding the volatility of its stock price becomes available. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The Company uses the simplified method, under which the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The Company utilizes this method due to lack of historical exercise data. The expected dividend yield is assumed to be zero as the Company has no current plans to pay any dividends on common stock. For awards with service-based vesting conditions, the Company recognizes equity-based compensation expense on a straight-line basis over the vesting period. For awards subject to performance conditions, the Company recognizes equity-based compensation expense using an accelerated recognition method over the remaining service period when the Company determines the achievement of the performance condition is probable. The Company classifies equity-based compensation expense in its condensed consolidated statements of operations and comprehensive loss consistent with the classification of the award recipient’s compensation expense. | Equity-Based Compensation The Company accounts for equity awards, including grants of enterprise incentive shares, enterprise junior stock and stock options, in accordance with ASC 718, Compensation – Stock Compensation non-employees 505-50, Equity-Based Payment to Non-Employees 505-50”). 505-50, non-employees No. 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting 2018-07”). 2018-07, non-employees 505-50. non-employee non-employee The Company used a hybrid of the probability-weighted expected returns method (“PWERM”), and the option pricing method (“OPM”) when allocating enterprise value to classes of securities. Under the PWERM, the value of an enterprise, and its underlying common securities, are estimated based on an analysis of future values for the enterprise, assuming various outcomes. The value of the common securities is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes and the rights of each class of equity. The future values of the common securities under the various outcomes are discounted back to the valuation date at an appropriate risk-adjusted discount rate and then probability weighted to determine the value for the common securities. The OPM treats common securities and preferred securities as call options on the enterprise’s equity value, with exercise prices based on the liquidation preferences of the preferred securities. Under this method, the common securities have value only if the funds available for distribution to shareholders exceed the value of the liquidation preferences at the time of a liquidity event. The Black-Scholes model is used to price the call option, and the model includes assumptions for the time to liquidity and the volatility of equity value. The hybrid method is a hybrid between the PWERM and OPM, estimating the probability-weighted value across multiple scenarios but using the OPM to estimate the allocation of value within one or more of those scenarios. When using the hybrid method, the Company assumed two scenarios: an IPO scenario and a remain-private scenario. The IPO scenario estimated an equity value based on the guideline public company method under a market approach. The guideline public companies considered for this scenario consist of biopharmaceutical companies with recently completed initial public offerings. The Company converted the estimated future value in an IPO to present value using a risk-adjusted discount rate. The equity value for the remain-private scenario was estimated using the discounted cash flow method or by back-solving to the price of a recently issued preferred security. In the remain-private scenario, value is allocated to the Company’s equity securities using the OPM. In the OPM, volatility is estimated based on the trading histories of selected guideline public companies. The relative probability of each scenario was determined based on an assessment of then-current market conditions and the Company’s expectations as to timing and prospects of an IPO. There are significant judgments and estimates inherent in the determination of the fair value of the common securities. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of preferred securities, the superior rights and preferences of securities senior to the common securities at the time of, and the likelihood of, achieving a liquidity event, such as an IPO or sale. Significant changes to the key assumptions used in the valuations could result in different fair values of common securities at each valuation date. The Company estimates the fair value of stock options using the Black-Scholes option pricing model, which uses as inputs the estimated fair value of common securities, and certain management estimates, including the expected stock price volatility, the expected term of the award, the risk-free rate, and expected dividends. Expected volatility is calculated based on reported volatility data for a representative group of publicly traded companies for which historical information is available. The Company selects companies with comparable characteristics with historical share price information that approximates the expected term of the equity-based awards. The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period that approximates the calculated expected term of the stock options. The Company will continue to apply this method until a sufficient amount of historical information regarding the volatility of its stock price becomes available. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The Company uses the simplified method, under which the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The Company utilizes this method due to lack of historical exercise data. The expected dividend yield is assumed to be zero as the Company has no current plans to pay any dividends on common stock. The Company estimates the fair value of enterprise incentive shares and enterprise junior stock using the OPM. The OPM treats these awards as call options on the equity value of the entity, with exercise prices based on the thresholds at which the allocation amount to the various holders of the entity’s equity securities change. Under this approach, the enterprise incentive shares and enterprise junior stock have value only when funds available for distribution to equity holders exceeds the value of the respective thresholds over which the related class of equity participates at the time of the liquidity event. Enterprise incentive shares and enterprise junior stock are considered to be call options on the enterprise value remaining immediately after the immediately preceding threshold has been paid. The OPM uses the Black-Scholes option pricing model to price the call options with the fair values as a function of the current fair value of the entity and certain assumptions such as the timing of a potential liquidity event and volatility of the underlying security. For awards with service-based vesting conditions, the Company recognizes equity-based compensation expense on a straight-line basis over the vesting period. For awards subject to performance conditions, the Company recognizes equity-based compensation expense using an accelerated recognition method over the remaining service period when the Company determines the achievement of the performance condition is probable. The Company classifies equity-based compensation expense in its consolidated statements of operations and comprehensive income (loss) consistent with the classification of the award recipient’s compensation expense. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842)—Effective Dates for Certain Entities 2020-05”), No. 2016-02, Leases No. 2014-09, Revenue from Contracts with Customers (Topic 606) | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In May 2014, the FASB issued Topic 606, which supersedes all existing revenue recognition guidance, with limited exceptions. Together with subsequent amendments, Topic 606 requires entities to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration to which it expects to receive in exchange for those goods or services. In doing so, entities apply the five-step model to determine the nature, timing and extent of revenue to be recognized. As of January 1, 2019, the Company adopted Topic 606 using the modified retrospective approach for all contracts not substantially complete as of the adoption date. The Company elected no transition practical expedients. The impact of adoption, which was primarily the result of differences in the determination of performance obligations and the resulting effect on the allocation of transaction price as well as changes to measuring progress, inclusive of the application of the modification guidance, is summarized as follows (in thousands): CONSOLIDATED BALANCE SHEETS DECEMBER 31, IMPACT OF JANUARY 1, Deferred revenue $ 202,979 $ (108,948 ) $ 94,031 Deferred revenue, noncurrent $ 8,475 $ (7,209 ) $ 1,266 (Accumulated deficit) retained earnings $ (54,648 ) $ 116,157 $ 61,509 In November 2019, the FASB issued ASU No. 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)—Codification Improvements—Share-Based Consideration Payable to a Customer 2019-08”), 2019-08 2018-07 In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808)—Clarifying the Interaction between Topic 808 and Topic 606 2018-18”) 2018-18 In June 2018, the FASB issued ASU 2018-07 non-employees non-employees 2018-17 505-50. 2018-07 non-employees In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718)—Scope of Modification Accounting “ 2017-09”). 2017-09 2017-09 In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805)—Clarifying the Definition of a Business 2017-01”), 2017-01 In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230)—Restricted Cash 2016-18”), beginning-of-period end-of-period 2016-18 In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10)—Recognition No. 2018-03, No. 2019-04, No. 2020-01 No. 2020-03 2016-01”). 2016-01 2016-01 Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes 2019-12”), 2019-12 2019-12 2019-12 In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820)—Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement 2018-13”), 2018-13 In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments, No. 2018-19, No. 2019-04, No. 2019-05, No. 2019-10, No. 2019-11 No. 2020-03 2016-13”). 2016-13 2016-13 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) right-of-use |
Liquidity | Liquidity The Company is a clinical-stage biopharmaceutical company focused on the development and commercialization of novel therapeutics to transform the lives of patients with rare hematologic diseases and cancers. The Company is building a pipeline of therapeutics with a focus on these areas and has devoted substantially all of its resources to the research and development of its drug development efforts, comprised of research and development, manufacturing, conducting clinical trials, protecting its intellectual property and general and administrative functions relating to these operations. The future success of the Company is dependent on its ability to develop its product candidates and ultimately upon its ability to attain sustained profitable operations through commercialization of products. The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, the need for additional capital, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval and reimbursement for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development of technological innovations by competitors, reliance on third-party manufacturers and the ability to transition from pilot-scale production to large-scale manufacturing of products. The Company has determined that its cash, cash equivalents and marketable securities of $384.3 million as of September 30, 2020 will be sufficient to fund its operations for at least one year from the date these condensed consolidated financial statements are issued. To date, the Company has primarily financed its operations through license and collaboration agreements, the sale of preferred shares and preferred stock to outside investors and the completion of the IPO. The Company has experienced significant negative cash flows from operations during the nine months ended September 30, 2020. The Company does not expect to experience any significant positive cash flows from its existing collaboration agreements and does not expect to have any product revenue in the near term. The Company expects to incur substantial operating losses and negative cash flows from operations for the foreseeable future as it continues to invest significantly in research and development of its programs. Management’s belief with respect to its ability to fund operations is based on estimates that are subject to risks and uncertainties. If actual results are different from management’s estimates, the Company may need to seek additional funding sooner than would otherwise be expected. There can be no assurance that the Company will be able to obtain additional funding on acceptable terms, if at all. | |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The accompanying condensed consolidated balance sheet as of September 30, 2020, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2020 and 2019, the condensed consolidated statements of redeemable convertible and convertible preferred stock and stockholders’ equity (deficit) for the nine months ended September 30, 2020 and 2019 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019 are unaudited. The financial data and other information contained in the notes thereto as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019 are also unaudited. The condensed consolidated balance sheet data as of December 31, 2019 was derived from the Company’s audited consolidated financial statements included in the Prospectus. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2019, and in the opinion of the Company’s management, reflect all adjustments which are necessary to present fairly the Company’s financial position as of September 30, 2020, the results of its operations for the three and nine months ended September 30, 2020 and 2019 and cash flows for the nine months ended September 30, 2020 and 2019. Such adjustments are of a normal and recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2019, and the notes thereto, included in the Prospectus. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Summary of Reconciles Cash, Cash equivalents and Restricted Cash | The following table reconciles cash, cash equivalents and restricted cash as of September 30, 2020 and 2019 to the condensed consolidated statements of cash flows (in thousands): September 30, 2020 2019 Cash and cash equivalents $ 79,865 $ 55,790 Restricted cash 2,470 616 Total cash, cash equivalents and restricted cash as shown in the condensed consolidated statements of cash flows $ 82,335 $ 56,406 | The following table reconciles cash, cash equivalents and restricted cash per the consolidated balance sheets to the consolidated statements of cash flows (in thousands): DECEMBER 31, 2018 2019 Cash and cash equivalents $ 83,448 $ 173,180 Restricted cash 616 616 Total cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows $ 84,064 $ 173,796 |
Schedule of Estimated Useful Lives of Property Plant and Equipment | Depreciation is computed using the straight-line method over the following useful lives: ESTIMATED USEFUL LIFE Computer and office equipment 3 years Software 3-5 Lab equipment 3-5 Furniture and fixtures 3 years Leasehold improvements Shorter of estimated useful life or lease term | |
Schedule of Performance Obligations and the Resulting Effect on the Allocation of Transaction Price | The impact of adoption, which was primarily the result of differences in the determination of performance obligations and the resulting effect on the allocation of transaction price as well as changes to measuring progress, inclusive of the application of the modification guidance, is summarized as follows (in thousands): CONSOLIDATED BALANCE SHEETS DECEMBER 31, IMPACT OF JANUARY 1, Deferred revenue $ 202,979 $ (108,948 ) $ 94,031 Deferred revenue, noncurrent $ 8,475 $ (7,209 ) $ 1,266 (Accumulated deficit) retained earnings $ (54,648 ) $ 116,157 $ 61,509 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): Fair Value Measurements at the Reporting Date Using September 30, 2020 Quoted Prices In Active Markets Using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets—Cash equivalents Repurchase agreements $ 25,000 $ — $ 25,000 $ — Money market funds 31,765 31,765 — — Commercial paper 9,999 — 9,999 — Corporate debt securities 11,131 — 11,131 — Total $ 77,895 $ 31,765 $ 46,130 $ — Fair Value Measurements at the Reporting Date Using December 31, 2019 Quoted Prices In Active Markets Using Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets—Cash equivalents Money market funds $ 56,930 $ 56,930 $ — $ — Total $ 56,930 $ 56,930 $ — $ — Liabilities Warrant liability $ 364 $ — $ — $ 364 Total $ 364 $ — $ — $ 364 | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): FAIR VALUE MEASUREMENTS AT THE REPORTING DATE USING DECEMBER 31, QUOTED (LEVEL 1) SIGNIFICANT (LEVEL 2) SIGNIFICANT UNOBSERVABLE (LEVEL 3) Assets—Cash equivalents Repurchase agreement $ 16,500 $ — $ 16,500 $ — Money market funds 26,361 26,361 — — Total $ 42,861 $ 26,361 $ 16,500 $ — Liabilities Warrant liability $ 1,711 $ — $ — $ 1,711 Total $ 1,711 $ — $ — $ 1,711 FAIR VALUE MEASUREMENTS AT THE REPORTING DATE USING DECEMBER 31, QUOTED (LEVEL 1) SIGNIFICANT (LEVEL 2) SIGNIFICANT (LEVEL 3) Assets—Cash equivalents Money market funds 56,930 56,930 — — Total $ 56,930 $ 56,930 $ — $ — Liabilities Warrant liability $ 364 $ — $ — $ 364 Total $ 364 $ — $ — $ 364 |
Series B-3 Convertible Preferred Stock [Member] | ||
Schedule of Assumptions Used to Determine the Fair Value of Warrants to Purchase Series B-3 Convertible Preferred Stock | The following assumptions were used to determine the fair value of the warrants to purchase common stock and Series B-3 July 1, 2020 December 31, 2019 Risk-free interest rate 0.31 % 1.73 % Expected term (in years) 5.0 5.5 Expected volatility 75.8 % 71.1 % Expected dividend yield 0.0 % 0.0 % Fair value per share of underlying common stock $ 46.37 $ — Fair value per share of underlying Series B-3 $ — $ 1.40 | |
Fair Value Level 3 | ||
Summary of Changes in Fair Value of the Level 3 Warrant Liability | The following table provides a summary of changes in fair value of the Level 3 warrant liability (in thousands): Warrant Liability Balance at December 31, 2018 $ 1,711 Exercise of warrant to purchase Series C1 Preferred Shares (385 ) Change in fair value (515 ) Balance at September 30, 2019 $ 811 Balance at December 31, 2019 $ 364 Change in fair value 2,597 Net exercise of warrants to purchase common stock (2,961 ) Balance at September 30, 2020 $ — | The following table provides a summary of changes in fair value of the Level 3 warrant liability (in thousands): WARRANT Balance at December 31, 2017 $ 2,195 Change in fair value (484 ) Balance at December 31, 2018 $ 1,711 Exercise of warrant to purchase Series C1 redeemable convertible shares (385 ) Change in fair value (962 ) Balance at December 31, 2019 $ 364 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | ||
Held-to-maturity Securities | The Company’s investments by type consisted of the following (in thousands): September 30, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Assets U.S. Government securities $ 146,647 $ 21 $ — $ 146,668 Commercial paper 142,377 — (5 ) 142,372 Corporate debt securities 15,457 — (3 ) 15,454 Total $ 304,481 $ 21 $ (8 ) $ 304,494 | The Company’s investments by type consisted of the following (in thousands): DECEMBER 31, 2018 AMORTIZED GROSS GROSS ESTIMATED Assets U.S. Government securities $ 68,851 $ — $ (17 ) $ 68,834 Total $ 68,851 $ — $ (17 ) $ 68,834 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, 2020 2019 Prepaid expenses $ 6,571 $ 3,258 Other non-trade 1,059 56 Installment Receivable (Note 16) 14,131 — $ 21,761 $ 3,314 | Prepaid and other current assets consisted of the following (in thousands): DECEMBER 31, 2018 2019 Prepaid expenses $ 5,145 $ 3,258 Interest receivable 296 56 $ 5,441 $ 3,314 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2020 2019 Computer and office equipment $ 2,166 $ 2,386 Software 2,451 2,583 Lab equipment 5,028 16,377 Furniture and fixtures 377 470 Leasehold improvements 3,402 3,391 13,424 25,207 Less: Accumulated depreciation (11,752 ) (20,105 ) $ 1,672 $ 5,102 | Property and equipment, net consisted of the following (in thousands): DECEMBER 31, 2018 2019 Computer and office equipment $ 2,378 $ 2,386 Software 2,385 2,583 Lab equipment 16,372 16,377 Furniture and fixtures 456 470 Leasehold improvements 3,087 3,391 24,678 25,207 Less: Accumulated depreciation (17,437 ) (20,105 ) $ 7,241 $ 5,102 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, 2020 2019 Employee compensation $ 5,374 $ 6,681 Professional and consulting services 994 1,540 Research and development related accruals 19,119 11,005 Other current liabilities 1,011 882 $ 26,498 $ 20,108 | Accrued expenses and other current liabilities consisted of the following (in thousands): DECEMBER 31, 2018 2019 Employee compensation $ 10,272 $ 6,681 Professional and consulting services 1,605 1,540 Research and development related accruals 8,441 11,005 Other current liabilities 396 882 $ 20,714 $ 20,108 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Payments Under Non-cancelable Operating Leases | Future minimum lease payments under the existing operating leases, including the Branford, CT lease for which the Company remains jointly and severally liable, as of September 30, 2020 were as follows (in thousands): Minimum Lease Payments 2020 (excluding the nine months ended September 30, 2020) $ 745 2021 3,045 2022 3,113 2023 3,182 2024 197 $ 10,282 | Future minimum lease payments under operating leases as of December 31, 2019 was as follows (in thousands): MINIMUM 2020 $ 2,977 2021 3,045 2022 3,113 2023 3,182 2024 197 $ 12,514 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring and Related Costs | The following table summarizes the restructuring activity during the year (in thousands): Accrued Restructuring Costs Balance at December 31, 2018 $ — Restructuring costs incurred 5,620 Termination benefits paid (4,782 ) Balance at September 30, 2019 $ 838 Balance at December 31, 2019 $ 325 Restructuring costs incurred 63 Termination benefits paid (388 ) Balance at September 30, 2020 $ — | The following table summarizes the restructuring activity during the year (in thousands): ACCRUED Balance at December 31, 2018 $ — Restructuring costs incurred 5,290 Termination benefits paid (4,965 ) Balance at December 31, 2019 $ 325 |
Redeemable Convertible and Co_3
Redeemable Convertible and Convertible Preferred Shares and Stockholders' Equity (Deficit) prior to Reorganization (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Schedule of Convertible Preferred Stock Prior to Reorganization | As of December 31, 2018, the Preferred Shares consisted of the following (in thousands, except share data): PREFERRED PREFERRED CARRYING LIQUIDATION COMMON 1 Series A 2,444,815 2,304,815 $ 5,550 $ 9,358 768,195 Series B 24,011,924 23,711,925 56,453 56,453 5,543,400 Series C1 6,452,619 6,357,260 10,000 10,000 1,486,210 32,909,358 32,374,000 $ 72,003 $ 75,811 7,797,805 |
Schedule of convertible preferred stock prior to conversion in to common stock | As of December 31, 2018, the original issuance price and conversion price for each class of Preferred Shares was as follows: ORIGINAL CONVERSION Series A $ 2.408 $ 7.2247 Series B $ 1.200 $ 5.1330 Series C1 $ 1.573 $ 6.7285 |
Schedule of preferred shares and warrants for future issuance under equity incentive plan | As of December 31, 2018, the Company had reserved Common 1 shares for the conversion of outstanding Preferred Shares, warrants to purchase Preferred Shares, warrants to purchase Common 1 shares and for future issuance under the 2012 Equity Incentive Plan, as Amended and Restated, as follows: SHARES For Series A Preferred Shares outstanding 768,195 For Series B Preferred Shares outstanding 5,543,400 For future issuances of Series B Preferred Shares pursuant to warrants to purchase Series B Preferred Shares 70,133 For Series C1 Preferred Shares outstanding 1,486,210 For future issuances of Series C1 Preferred Shares pursuant to warrant to purchase Series C1 Preferred Shares 22,293 For future issuances of Common 1 shares pursuant to warrants to purchase Common 1 shares 594,482 8,484,713 |
Redeemable Convertible and Co_4
Redeemable Convertible and Convertible Preferred Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Temporary Equity [Abstract] | ||
Schedule of Convertible Preferred Stock | As of December 31, 2019, the Company’s preferred stock consisted of the following (in thousands, except share data): December 31, 2019 Preferred Stock Authorized Preferred Stock Issued And Outstanding Carrying Value Liquidation Preference Common Stock Issuable Upon Conversion Series A 2,304,815 2,304,815 $ 4,656 $ 4,801 768,195 Series B-1 14,921,676 14,921,676 20,907 18,942 3,488,407 Series B-2 8,790,249 8,790,249 12,272 10,626 2,054,993 Series B-3 299,999 — — — — Series C 6,452,619 6,452,619 385 — 1,508,503 Series D 53,593,440 53,593,440 100,296 100,296 12,529,125 86,362,798 86,062,799 $ 138,516 $ 134,665 20,349,223 | As of December 31, 2019, the Preferred Stock consisted of the following (in thousands, except share data): PREFERRED PREFERRED ISSUED AND CARRYING LIQUIDATION COMMON Series A 2,304,815 2,304,815 $ 4,656 $ 4,801 768,195 Series B-1 14,921,676 14,921,676 20,907 18,942 3,488,407 Series B-2 8,790,249 8,790,249 12,272 10,626 2,054,993 Series B-3 299,999 — — — — Series C 6,452,619 6,452,619 385 — 1,508,503 Series D 53,593,440 53,593,440 100,296 100,296 12,529,125 86,362,798 86,062,799 $ 138,516 $ 134,665 20,349,223 |
Schedule of Temporary Equity Issuance Price and Conversion Price | The original issuance price and conversion price for each class of Preferred Stock is as follows: ORIGINAL CONVERSION Series A $ 2.408 $ 7.2247 Series B-1 $ 1.200 $ 5.1330 Series B-2 $ 1.200 $ 5.1330 Series B-3 $ 1.200 $ 5.1330 Series C $ 1.573 $ 6.7285 Series D $ 1.8659 $ 7.9814 | |
Schedule of Reserved Common Stock for Warrants to Purchase Common Stock and Future Issuance | As of September 30, 2020, the Company had reserved common stock for the exercise of stock options and restricted stock units issued under the 2019 Stock Incentive Plan and the 2020 Stock Option and Incentive Plan and for the future issuance under the 2020 Stock Option and Incentive Plan and 2020 Employee Stock Purchase Plan as follows: Stock Reserved For exercise of stock options under the 2019 Stock Incentive Plan 4,089,929 For exercise of stock options under the 2020 Stock Option and Incentive Plan 857,177 For restricted stock units granted under the 2020 Stock Option and Incentive Plan 18,200 For future issuance under the 2020 Stock Option and Incentive Plan 2,630,487 For future issuance under the 2020 Employee Stock Purchase Plan 367,545 7,963,338 | As of December 31, 2019, the Company had reserved common stock for the conversion of outstanding Preferred Stock, warrants to Preferred Stock, a warrant to purchase common stock, conversion of outstanding enterprise junior stock and the future issuance under the 2019 Equity Incentive Plan as follows: SHARES RESERVED For Series A Preferred Stock outstanding 768,195 For Series B-1 3,488,407 For Series B-2 2,054,993 For future issuances of Series B-3 B-3 70,133 For Series C Preferred Stock outstanding 1,508,503 For Series D Preferred Stock outstanding 12,529,125 For future issuances of common stock pursuant to warrant to purchase common stock 297,241 For exercise of stock options under the 2019 Stock Incentive Plan 5,427,377 For conversion of vested and unvested enterprise junior stock (1) 676,795 26,820,769 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Preferred Shares and Common 1 shares, in Accordance with their Liquation and Distribution Preferences | As of December 31, 2018, the thresholds over which each class of enterprise incentive shares holders may participate after distributions have been made to the holders of Preferred Shares and Common 1 shares, in accordance with their liquation and distribution preferences, is as follows (in thousands, except share data): THRESHOLD ENTERPRISE Enterprise.1 Incentive Shares $ 99,300 564,105 Enterprise.2 Incentive Shares $ 145,200 1,004,879 Enterprise.3 Incentive Shares $ 165,698 390,541 Enterprise.4 Incentive Shares $ 179,478 376,107 Enterprise.5 Incentive Shares $ 229,950 551,346 Enterprise.6 Incentive Shares $ 269,382 341,689 3,228,667 As of December 31, 2019, the thresholds over which each class of holders of enterprise junior stock may participate after distributions have been made to the holders of Preferred Stock and common stock, in accordance with their liquation and distribution preferences, is as follows (in thousands, except share data): THRESHOLD ENTERPRISE Enterprise 1 Junior Stock $ 54,000 564,055 Enterprise 2 Junior Stock $ 99,843 1,003,919 Enterprise 3 Junior Stock $ 120,341 371,441 Enterprise 4 Junior Stock $ 134,121 321,699 Enterprise 5 Junior Stock $ 184,593 423,429 Enterprise 6 Junior Stock $ 224,025 242,308 2,926,851 | |
Summary of Company's Enterprise Incentive Share Activity | The following table summarizes the Company’s enterprise incentive share activity: NUMBER OF WEIGHTED Outstanding as of December 31, 2017 2,838,705 $ 7.80 Granted 603,791 7.19 Forfeited (213,829 ) 8.64 Outstanding as of December 31, 2018 3,228,667 $ 7.63 Granted — — Forfeited (262,111 ) 7.72 Exchange of enterprise incentive shares for enterprise junior stock pursuant to the Reorganization (2,966,556 ) 7.62 Outstanding as of December 31, 2019 — $ — During the year ended December 31, 2019, no awards of enterprise junior stock were granted by the Company. The following table summarizes the Company’s enterprise junior stock activity: NUMBER OF WEIGHTED WEIGHTED- Exchange of enterprise incentive shares for enterprise junior stock issued as part of the Reorganization 2,966,556 $ 7.62 0.23 Granted — — — Forfeited (39,705 ) 7.89 0.02 Outstanding as of December 31, 2019 2,926,851 $ 7.62 0.23 | |
Summary of the Vested Enterprise Incentive Shares | A summary of the vested enterprise incentive shares is as follows: NUMBER OF Vested as of December 31, 2018 2,260,882 Vested through date of Reorganization 249,367 Vested as of Reorganization 2,510,249 A summary of the vested enterprise junior stock is as follows: NUMBER OF Vested through date of Reorganization 2,510,249 Vested through December 31, 2019 86,842 Vested as of December 31, 2019 2,597,091 | |
Schedule of Assumptions to Estimate Fair Value of Enterprise Incentive Shares Granted to Employees and Non-employees, Presented on a Weighted Average Basis | The following assumptions were used in the OPM in order to determine the fair value of enterprise incentive shares granted to employees and non-employees, YEAR ENDED DECEMBER 31, 2018 Risk-free interest rate 2.62 % Expected term (years to liquidity) 2.23 Expected volatility 70.3 % Expected dividend yield 0.0 % | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2020: Number of Shares Weighted Average Exercise Price Per share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2019 2,091,366 $ 5.05 9.9 $ 805 Granted 3,177,278 10.13 — — Exercised (28,547 ) 5.05 — — Forfeited (292,991 ) 6.03 — — Outstanding as of September 30, 2020 4,947,106 $ 8.26 9.3 $ 205,722 Exercisable as of September 30, 2020 469,472 $ 5.05 8.7 $ 21,029 Vested and expected to vest as of September 30, 2020 4,947,106 $ 8.26 9.3 $ 205,722 | The following table summarizes the Company’s stock option activity: NUMBER OF WEIGHTED WEIGHTED AGGREGATE (in years) (in thousands) Outstanding as of December 31, 2018 — $ — — — Granted 2,121,406 5.05 — — Exercised — — — — Forfeited (30,040 ) 5.05 — — Outstanding as of December 31, 2019 2,091,366 $ 5.05 9.9 $ 805 Exercisable as of December 31, 2019 25,072 $ 5.05 9.9 $ 10 Vested and expected to vest as of December 31, 2019 2,091,366 $ 5.05 9.9 $ 805 |
Schedule of Assumptions to Estimate Fair Value of Stock Options, Presented on a Weighted Average Basis | The following assumptions were used in determining the fair value of stock options, presented on a weighted average basis: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Risk-free interest rate 0.36 % 1.09 % Expected term (in years) 5.9 6.0 Expected volatility 76.1 % 74.8 % Expected dividend yield 0.0 % 0.0 % Fair value per share of common stock $ 40.82 $ 10.13 | The following assumptions were used in determining the fair value of stock options granted, presented on a weighted average basis: YEAR ENDED Risk-free interest rate 1.66 % Expected term (in years) 6.0 Expected volatility 72.9 % Expected dividend yield 0.0 % Fair value per share of common stock $ 5.05 |
Summary of Stock-Based Compensation Expense | Equity-based compensation expense was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Research and development $ 659 $ 201 $ 1,431 $ 716 General and administrative 1,470 167 3,164 913 $ 2,129 $ 368 $ 4,595 $ 1,629 Enterprise incentive shares $ — $ 368 $ — $ 1,629 Enterprise junior stock — — 365 — Restricted common stock 181 — 217 — Restricted stock units 29 — 29 — Stock options 1,919 — 3,984 — $ 2,129 $ 368 $ 4,595 $ 1,629 | Equity-based compensation expense was as follows (in thousands): YEAR ENDED DECEMBER 31, 2018 2019 Research and development $ 1,638 $ 996 General and administrative 2,255 1,502 $ 3,893 $ 2,498 Enterprise incentive shares $ 3,893 $ 1,629 Enterprise junior stock — 277 Stock options — 592 $ 3,893 $ 2,498 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Assumptions Used to Determine Fair Value of Warrants | The following assumptions were used to determine the fair value of the Series B Preferred Warrants: YEAR ENDED DECEMBER 31, Risk-free interest rate 2.57 % Expected term (in years) 6.5 Expected volatility 74.8 % Expected dividend yield 0.0 % Fair value per share of underlying Series B Preferred Shares $ 4.98 The following assumptions were used to determine the fair value of the Series C1 Preferred Warrant: YEAR ENDED DECEMBER 31, Risk-free interest rate 2.57 % Expected term (in years) 6.5 Expected volatility 74.8 % Expected dividend yield 0.0 % Fair value per share of underlying Series C1 Preferred Shares $ 4.21 The following assumptions were used to determine the fair value of the Series B-3 YEAR ENDED DECEMBER 31, Risk-free interest rate 1.73 % Expected term (in years) 5.5 Expected volatility 71.1 % Expected dividend yield 0.0 % Fair value per share of underlying Series B-3 $ 1.40 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) - Common Class 1 [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Weighted-Average Common Shares Outstanding used in Calculating Basic and Diluted Net Income per Share | The following is a reconciliation of weighted-average common stock outstanding used in calculating basic net loss per share to weighted-average common stock outstanding used in calculating diluted net loss per share: Three Months Ended September 30, 2020 Weighted-average common stock outstanding, basic 41,088,261 Add: Effect of dilutive securities Warrants to purchase shares of common stock (as converted from warrants to purchase Series B-3 663 Weighted-average common stock outstanding, diluted 41,088,924 | The following is a reconciliation of weighted-average Common 1 shares outstanding used in calculating basic net income per share, which includes the Common 1 Warrants outstanding, to weighted-average Common 1 shares outstanding used in calculating diluted net loss per share: YEAR ENDED Weighted-average Common 1 shares outstanding, basic 2,547,924 Add: Effect of dilutive securities Series B Preferred Warrants 46,346 Series C1 Preferred Warrant 12,381 Weighted-average Common 1 shares outstanding, diluted 2,606,651 |
Summary of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Income (Loss) per Share | The following table sets forth the outstanding shares of Common 1 or common stock equivalents, presented based on amounts outstanding as of September 30, 2020 and 2019, respectively, that have been excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive, including the preferred shares that were outstanding as of September 30, 2019 that would have been issued under the if-converted Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Series A Preferred Shares — 768,195 — 768,195 Series B Preferred Shares — 5,543,400 — 5,543,400 Series C1 Preferred Shares — 1,508,503 — 1,508,503 Stock options 4,947,106 — 4,947,106 — Restricted common stock 66,073 — 66,073 — Restricted stock units 18,200 — 18,200 — | The following table sets forth the outstanding shares of Common 1 or common stock equivalents, presented based on amounts outstanding as of December 31, 2019, that have been excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive, including the Preferred Stock that would have been issued under the if-converted method (in shares of Common 1 or common stock equivalent shares, as applicable): YEAR ENDED Series A Preferred Stock 768,195 Series B-1 3,488,407 Series B-2 2,054,993 Series C Preferred Stock 1,508,503 Series D Preferred Stock 12,529,125 Stock options 2,091,366 Enterprise junior stock (1) 676,795 (1) For purposes of determining the conversion ratio for the enterprise junior stock, the Company utilized the fair value per share of common stock of $5.43, which was based on a valuation performed as of December 18, 2019. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense (Benefit) | A summary of the income tax expense (benefit) is as follows (in thousands): DECEMBER 31, 2018 2019 Current: Federal $ 5,998 $ (1,116 ) State 2,259 (732 ) Deferred: Federal 296 — State 15 — Total tax expense (benefit) $ 8,568 $ (1,848 ) |
Reconciliation of Statutory Tax Rates and Effective Tax Rates | A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in the consolidated statements of operations and comprehensive income (loss) is as follows: DECEMBER 31, 2018 2019 Income tax computed at federal statutory tax rate 21.0 % (21.0 %) State taxes, net of federal benefit 4.5 % (12.7 %) Federal research credits (66.3 %) (20.3 %) State research credits (6.3 %) (3.7 %) State credit expiration 0.0 % 3.1 % Equity compensation 5.9 % 1.2 % Partnership expenses 1.9 % 0.9 % Permanent differences (0.5 %) 0.0 % Audit settlement (0.5 %) (3.7 %) Valuation allowance 102.0 % 51.2 % Effective tax rate 61.7 % (5.0 %) |
Components of Company's Deferred Tax Assets | Significant components of the Company’s net deferred tax assets are as follows (in thousands): DECEMBER 31, 2018 2019 Net operating loss carryforwards $ — $ 15,103 Research and development credits 13,072 20,114 Capitalized expenses 3,254 3,280 Accrued expenses and other 2,560 1,771 Deferred revenue 35,255 339 Deferred tax asset subtotal 54,141 40,607 Less: Valuation allowance (53,264 ) (40,211 ) Deferred tax assets after valuation allowance 877 396 Depreciation (877 ) (396 ) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits | The following is a roll forward of the Company’s unrecognized tax benefits (in thousands): DECEMBER 31, 2018 2019 Balance at beginning of year $ 3,357 $ 3,165 Gross increases—tax positions of prior years — 296 Gross increases—current period tax positions — — Gross decreases—tax positions of prior years (192 ) (863 ) Gross decreases—lapses of statute of limitations — (246 ) Gross decreases—settlements — (2,352 ) Balance at end of year $ 3,165 $ — |
Collaboration Agreements (Table
Collaboration Agreements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Collaboration and License Agreements Disclosure [Abstract] | ||
Summary of Contract Assets and Liabilities | The following table presents changes in the Company’s balances of contract liabilities (in thousands): Beginning of Period Additions Deductions End of Period Nine months ended September 30, 2020 Deferred revenue $ 1,239 $ — $ 1,239 $ — Deferred revenue, noncurrent $ — $ — $ — $ — Beginning of Period Additions Deductions End of Period Nine months ended September 30, 2019 Deferred revenue $ 94,031 $ 2,299 $ 93,113 $ 3,217 Deferred revenue, noncurrent $ 1,266 $ — $ 27 $ 1,239 | The following table presents changes in the Company’s balances of contract liabilities (in thousands): BEGINNING ADDITIONS DEDUCTIONS END OF Year Ended December 31, 2019 Deferred revenue $ 94,031 $ 3,765 $ 96,557 $ 1,239 Deferred revenue, noncurrent $ 1,266 $ — $ 1,266 $ — |
Hit Discovery Divestiture (Tabl
Hit Discovery Divestiture (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Fair Value of Total Consideration to Be Received Used in Calculating Gain on Hit Discovery Divestiture | The fair value of the total consideration to be received used in calculating the gain on Hit Discovery divestiture is summarized as follows (in thousands): Fair Value Cash consideration: Cash due at closing $ 2,961 Installment Receivable 12,593 Non-cash Equity Consideration $ 10,000 Total fair value of consideration $ 25,554 |
Carrying Value of Assets and Liabilities included in Sale to Integral Health | The carrying value of the assets and liabilities included in the sale to Valo Health are as follows (in thousands): Carrying Amount Assets: Prepaid expenses and other current assets $ 1,117 Property and equipment, net 2,398 Other assets 125 $ 3,640 Liabilities: Accounts payable $ 159 Deferred revenue 1,239 $ 1,398 Net assets sold $ 2,242 |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jun. 23, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | ||||
Cash, cash equivalents and marketable securities | $ 384.3 | $ 173.2 | ||
Entity incorporation, date of incorporation | Dec. 31, 2011 | |||
Number of warrants issued to purchase common stock | 297,241 | |||
Warrants exercise price, per share | $ 0.04 | |||
Preferred stock shares outstanding | 0 | 0 | 0 | |
Authorized capital stock | 160,000,000 | |||
Common stock shares authorized | 150,000,000 | 138,000,000 | 0 | |
Preferred shares authorized | 10,000,000 | 10,000,000 | 0 | |
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Enterprise Junior Stock | ||||
Class Of Stock [Line Items] | ||||
Temporary equity shares issued | 103,007 | |||
Common stock shares authorized | 0 | 12,520,978 | 0 | |
Voting Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock shares authorized | 147,494,175 | |||
Non Voting Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock shares authorized | 2,505,825 | |||
Common Stock | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock from initial public offering, net of issuance costs, Shares | 2,082,352 | |||
Gross proceeds from initial public offering | $ 319.3 | |||
Net proceeds from initial public offering | $ 293.3 | |||
Temporary equity shares outstanding | 20,349,223 | |||
Common Stock | Enterprise Junior Stock | ||||
Class Of Stock [Line Items] | ||||
Temporary equity shares issued | 2,124,845 | |||
Common Stock | Voting Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock shares authorized | 147,494,175 | |||
Common Stock | Non Voting Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock shares authorized | 2,505,825 | |||
Warrant | ||||
Class Of Stock [Line Items] | ||||
Number of warrants issued to purchase common stock | 70,133 | |||
Warrants exercise price, per share | $ 5.13 | |||
Warrant | Series B3 Preferred Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Number of warrants issued to purchase common stock | 299,999 | |||
Warrants exercise price, per share | $ 1.20 | |||
IPO [Member] | Common Stock | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock from initial public offering, net of issuance costs, Shares | 15,964,704 | |||
Shares issued and sold, public offering price | $ 20 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020shares | Dec. 31, 2019USD ($)sharesCustomer$ / shares | Dec. 31, 2018USD ($)Customer | Jun. 23, 2020USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Short-term, highly liquid investments with original maturities | 90 days or less | 90 days or less | ||
Allowances for doubtful accounts | $ 0 | $ 0 | ||
Asset held for sale duration | One year | |||
Payment due period within invoicing | 30 days | |||
Warrant to purchase common securities per share | $ / shares | $ 0.04 | |||
Deferred offering costs | $ 0 | |||
Accounting Standards Update 2019-08 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Nov. 30, 2019 | |||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | true | |||
Accounting Standards Update 2018-18 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Nov. 30, 2018 | |||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | true | |||
Accounting Standards Update 2018-07 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jun. 30, 2018 | |||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | true | |||
Accounting Standards Update 2017-09 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | May 31, 2017 | |||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | true | |||
Accounting Standards Update 2017-01 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 31, 2017 | |||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | true | |||
Accounting Standards Update 2016-18 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Nov. 30, 2016 | |||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | true | |||
Accounting Standards Update 2016-01 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 31, 2016 | |||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | true | |||
Accounting Standards Update 2019-12 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Dec. 31, 2019 | |||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | false | |||
Accounting Standards Update 2018-13 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Aug. 30, 2018 | |||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | false | |||
Accounting Standards Update 2016-13 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jun. 30, 2016 | |||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | false | |||
Accounting Standards Update 2016-02 [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Feb. 28, 2016 | |||
Change in Accounting Principle, Accounting Standards Update, Early Adoption | false | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of customer | Customer | 1 | 1 | ||
Percentage of accounts receivable balance | 96.00% | 97.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of customer | Customer | 1 | 1 | ||
Percentage of accounts receivable balance | 100.00% | 100.00% | ||
Measurement Input, Expected Dividend Rate [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Expected dividend yield | shares | 0 | 0 | ||
IPO [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred offering costs | $ 3,600,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconciles Cash, Cash equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 79,865 | $ 173,180 | $ 55,790 | $ 83,448 | |
Restricted cash | 2,470 | 616 | 616 | 616 | |
Total cash, cash equivalents and restricted cash as shown in the condensed consolidated statements of cash flows | $ 82,335 | $ 173,796 | $ 56,406 | $ 84,064 | $ 117,800 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Computer and office equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum | Software [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum | Lab equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Maximum | Software [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Maximum | Lab equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Impact of Adoption (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Deferred revenue | $ 1,239 | $ 202,979 | ||
Deferred revenue, noncurrent | 8,475 | |||
(Accumulated deficit) retained earnings | $ (28,822) | 16,740 | $ (54,648) | |
Adjustments for New Accounting Pronouncement [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||
Deferred revenue | (108,948) | |||
Deferred revenue, noncurrent | (7,209) | |||
(Accumulated deficit) retained earnings | $ 116,157 | |||
Adjustments for New Accounting Pronouncement [Member] | Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||||
Deferred revenue | $ 94,031 | |||
Deferred revenue, noncurrent | 1,266 | |||
(Accumulated deficit) retained earnings | $ 61,509 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets-Cash equivalents | |||
Assets | $ 77,895 | $ 56,930 | $ 42,861 |
Liabilities | |||
Liabilities | 364 | 1,711 | |
Repurchase agreements | |||
Assets-Cash equivalents | |||
Assets | 25,000 | 16,500 | |
Money market funds | |||
Assets-Cash equivalents | |||
Assets | 31,765 | 56,930 | 26,361 |
Commercial Paper | |||
Assets-Cash equivalents | |||
Assets | 9,999 | ||
Corporate Debt Securities | |||
Assets-Cash equivalents | |||
Assets | 11,131 | ||
Warrant | |||
Liabilities | |||
Liabilities | 364 | 1,711 | |
Quoted Prices in Active Markets Using Identical Assets (Level 1) | |||
Assets-Cash equivalents | |||
Assets | 31,765 | 56,930 | 26,361 |
Quoted Prices in Active Markets Using Identical Assets (Level 1) | Money market funds | |||
Assets-Cash equivalents | |||
Assets | 31,765 | 56,930 | 26,361 |
Significant Other Observable Inputs (Level 2) | |||
Assets-Cash equivalents | |||
Assets | 46,130 | 16,500 | |
Significant Other Observable Inputs (Level 2) | Repurchase agreements | |||
Assets-Cash equivalents | |||
Assets | 25,000 | 16,500 | |
Significant Other Observable Inputs (Level 2) | Commercial Paper | |||
Assets-Cash equivalents | |||
Assets | 9,999 | ||
Significant Other Observable Inputs (Level 2) | Corporate Debt Securities | |||
Assets-Cash equivalents | |||
Assets | $ 11,131 | ||
Fair Value Level 3 | |||
Liabilities | |||
Liabilities | 364 | 1,711 | |
Fair Value Level 3 | Warrant | |||
Liabilities | |||
Liabilities | $ 364 | $ 1,711 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Additional Information (Detail) | Jul. 31, 2020shares | Sep. 30, 2020USD ($)shares | Dec. 31, 2019USD ($)Warrant$ / sharesshares | Dec. 31, 2018USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Transfers between Level 1, Level 2 and Level 3 | $ | $ 0 | $ 0 | ||
Exercise of options to purchase common stock, Shares | 28,547 | |||
Warrant | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Exercise of options to purchase common stock, Shares | 62,193 | |||
Series B-3 Convertible Preferred Stock [Member] | Warrant | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Number of warrants to purchase | Warrant | 3 | |||
Convertible preferred stock warrant purchased | 70,133 | |||
Exercise price per share | $ / shares | $ 5.13 | |||
IPO [Member] | Series B-3 Convertible Preferred Stock [Member] | Warrant | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Number of warrants to purchase | Warrant | 3 | |||
Convertible preferred stock warrant purchased | 299,999 | |||
Exercise price per share | $ / shares | $ 1.20 | |||
Fair Value Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Transfers into out of Level 3 | $ | $ 0 | $ 0 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Summary of Changes in Fair Value of the Level 3 Warrant Liability (Detail) - Fair Value Level 3 - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Beginining Balance | $ 364 | $ 1,711 | $ 1,711 | $ 2,195 |
Change in fair value | 2,597 | (515) | (962) | (484) |
Ending Balance | 811 | 364 | $ 1,711 | |
Series C1 Preferred Shares | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Net exercise of warrant to purchase shares | $ (385) | $ (385) | ||
Common Stock | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Net exercise of warrant to purchase shares | $ (2,961) |
Marketable Securities - Held-to
Marketable Securities - Held-to-maturity Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule Of Investment Income Reported Amounts By Category [Line Items] | |||
Amortized Cost | $ 304,481 | $ 68,851 | |
Gross Unrealized Gains | 21 | ||
Gross Unrealized Losses | (8) | (17) | |
Estimated Fair Value | 304,494 | $ 0 | 68,834 |
Commercial Paper | |||
Schedule Of Investment Income Reported Amounts By Category [Line Items] | |||
Amortized Cost | 142,377 | ||
Gross Unrealized Losses | (5) | ||
Estimated Fair Value | 142,372 | ||
US Government Debt Securities [Member] | |||
Schedule Of Investment Income Reported Amounts By Category [Line Items] | |||
Amortized Cost | 146,647 | 68,851 | |
Gross Unrealized Gains | 21 | ||
Gross Unrealized Losses | (17) | ||
Estimated Fair Value | 146,668 | $ 68,834 | |
Corporate Debt Securities | |||
Schedule Of Investment Income Reported Amounts By Category [Line Items] | |||
Amortized Cost | 15,457 | ||
Gross Unrealized Losses | (3) | ||
Estimated Fair Value | $ 15,454 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Investments, Debt and Equity Securities [Abstract] | |||
Marketable securities | $ 304,494 | $ 0 | $ 68,834 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid expenses | $ 6,571 | $ 3,258 | $ 5,145 |
Other non-trade receivables | 1,059 | 56 | |
Interest receivable | 56 | 296 | |
Installment Receivable (Note 16) | 14,131 | ||
Prepaid and other current assets | $ 21,761 | $ 3,314 | $ 5,441 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 13,424 | $ 25,207 | $ 24,678 |
Less: Accumulated depreciation | (11,752) | (20,105) | (17,437) |
Property and equipment, net | 1,672 | 5,102 | 7,241 |
Computer and office equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 2,166 | 2,386 | 2,378 |
Software [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 2,451 | 2,583 | 2,385 |
Lab equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 5,028 | 16,377 | 16,372 |
Furniture and fixtures [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 377 | 470 | 456 |
Leasehold improvements [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 3,402 | $ 3,391 | $ 3,087 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation and amortization expense | $ 300 | $ 600 | $ 1,076 | $ 2,128 | $ 2,668 | $ 3,527 |
Net proceeds from Hit Discovery divestiture | $ 2,400 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | |||
Employee compensation | $ 5,374 | $ 6,681 | $ 10,272 |
Professional and consulting services | 994 | 1,540 | 1,605 |
Research and development related accruals | 19,119 | 11,005 | 8,441 |
Other current liabilities | 1,011 | 882 | 396 |
Accrued Expenses And Other Liabilities Current Net | $ 26,498 | $ 20,108 | $ 20,714 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 01, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | |||||||||||
Lease term expiration | 2023-12 | 2024-01 | 2024-01 | ||||||||
Aggregate tenant improvements of the premises | $ 1,000 | $ 500 | $ 500 | ||||||||
Option to extend lease term | The lease terms provide for one five-year extension term with base rent calculated on a discounted then-market rate. | The lease terms provide for one five-year extension term with base rent calculated on the then-market rate. | The lease terms provide for one five-year extension term with base rent calculated on the then-market rate. | ||||||||
Letters of credit outstanding amount | $ 500 | $ 500 | $ 500 | ||||||||
Aggregate tenant improvements of the premises, Unused | $ 100 | ||||||||||
Amount of security deposit | $ 100 | ||||||||||
Operating Leases, Rent Expense | 500 | $ 700 | 1,800 | $ 2,200 | 2,900 | $ 2,900 | |||||
Deferred rent expense | 1,800 | 2,000 | |||||||||
Cost for guarantees and indemnities | 0 | 0 | 0 | $ 0 | |||||||
Future minimum rental payments due | 10,282 | $ 10,282 | $ 12,514 | ||||||||
Lease Agreements [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Lease term expiration | 2021-08 | ||||||||||
Aggregate tenant improvements of the premises | $ 10,000 | ||||||||||
Option to extend lease term | MA, is subject to base rent of $0.3 million per month, plus its ratable share of taxes, maintenance and other operating expenses. Base rent is subject to a 3.0% annual increase over the 10-year lease term. In addition, the new lease provides an extension option for one additional five-year term at then-market rates and includes a tenant improvement allowance of $10.0 million. | ||||||||||
Letters of credit outstanding amount | $ 2,000 | $ 2,000 | |||||||||
Lease agreement date | 2020-09 | ||||||||||
Lessee operating lease description | No further consideration, rent or expenses are owed until the Company takes occupancy at the commencement date, which is currently anticipated to be in August 2021. Concurrent with the execution of the new lease, the existing lease was amended to expire 30 days following the commencement date of the new lease. Upon the commencement of the new lease, the Company will no longer be obligated to make future rent payments under the existing lease. If the new lease does not commence, the Company remains obligated to the existing lease. | ||||||||||
Lessee operating lease discount rate | 3.00% | 3.00% | |||||||||
Operating lease liability | $ 300 | $ 300 | |||||||||
Forecast [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Future minimum rental payments due | $ 800 | $ 800 | $ 800 | $ 200 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Payments Under Non-cancelable Operating Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2020 (excluding the nine months ended September 30, 2020) | $ 745 | |
2020 | 3,045 | $ 2,977 |
2021 | 3,113 | 3,045 |
2022 | 3,182 | 3,113 |
2023 | 197 | 3,182 |
2024 | 197 | |
Lessee, Operating Lease, Liability, Due | $ 10,282 | $ 12,514 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |||||
Percentage of reduction in head count for cost reduction | 40.00% | ||||
Restructuring charges | $ 545 | $ 63 | $ 5,620 | $ 5,290 | |
Accrued restructuring charges | $ 838 | $ 838 | $ 325 | ||
Restructuring Charges, Description | The Company paid the balance of its remaining restructuring accrual in June 2020. |
Restructuring Charges - Summary
Restructuring Charges - Summary of the Restructuring Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | ||||
Beginning Balance | $ 325 | |||
Restructuring costs incurred | $ 545 | 63 | $ 5,620 | $ 5,290 |
Termination benefits paid | $ (388) | (4,782) | (4,965) | |
Ending Balance | $ 838 | $ 838 | $ 325 |
Redeemable Convertible and Co_5
Redeemable Convertible and Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jan. 01, 2018 | Sep. 30, 2019 | Mar. 31, 2019 | Apr. 30, 2013 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Jun. 23, 2020 |
Exercise price | $ 0.04 | |||||||
One-time cash distribution amount | $ 1.4 | $ 44 | ||||||
Common stock shares authorized | 138,000,000 | 0 | 150,000,000 | |||||
Warrant to exercisable | 297,241 | |||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||
Conversion of redeemable convertible and convertible preferred stock into common stock | 20,349,223 | |||||||
Series A Preferred Stock Warrant [Member] | ||||||||
Exercise price | $ 0.04 | |||||||
Warrant to purchase | 140,000 | |||||||
Warrant to exercisable | 594,482 | 594,482 | ||||||
Fair value | $ 1.6 | |||||||
Series B-3 Convertible Preferred Stock [Member] | ||||||||
Preferred stock, shares issued | 86,062,799 | |||||||
Preferred Stock, Shares Outstanding | 86,062,799 | |||||||
Redeemable Convertible Preferred Stock | ||||||||
Preferred stock, shares issued | 86,062,799 | |||||||
Preferred Stock, Shares Outstanding | 86,062,799 | |||||||
Series A Preferred Stock | ||||||||
Preferred Stock Issued | 2,304,815 | |||||||
Proceeds from issuance of redeemable convertible preferred stock gross | $ 5.5 | |||||||
Rate of return | 5.00% | |||||||
Return in arrears | $ 3.8 | |||||||
Series B Preferred Stock | ||||||||
Preferred Stock Issued | 23,711,925 | |||||||
Proceeds from issuance of redeemable convertible preferred stock gross | $ 28.5 | |||||||
Rate of return | 8.00% | |||||||
Return in arrears | $ 28 | |||||||
Preferred stock price per share | $ 51.33 | |||||||
Gross offering proceeds | $ 65 | |||||||
Conversion of stock description | Equal to $51.33 or more with gross offering proceeds of $65.0 million or more. | |||||||
Series C1 Preferred Stock | ||||||||
Preferred Stock Issued | 6,357,260 | 95,359 | ||||||
Proceeds from issuance of redeemable convertible preferred stock gross | $ 10 | $ 0.2 | ||||||
Exercise price | $ 1.573 | |||||||
One-time cash distribution amount | $ 10.2 | |||||||
Indebtedness amount | 1 | |||||||
Common [Member] | ||||||||
One-time tax distribution | 1.3 | |||||||
Enterprise [Member] | ||||||||
One-time tax distribution | $ 0.1 | |||||||
Common 1 Stock [Member] | ||||||||
Common stock shares authorized | 0 | 45,006,679 | ||||||
Common Stock, Voting Rights | One vote per share held on all matters except in cases where a majority of Preferred Shares is required. |
Redeemable Convertible and Co_6
Redeemable Convertible and Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
PREFERRED SHARES AUTHORIZED | 86,362,798 | 32,909,358 |
PREFERRED SHARES ISSUED AND OUTSTANDING | 86,062,799 | 32,374,000 |
Carrying Value | $ 138,516 | $ 72,003 |
Liquidation Preference | 134,665 | 75,811 |
COMMON 1 SHARES ISSUABLE UPON CONVERSION | $ 20,349,223 | $ 7,797,805 |
Series A Preferred Stock | ||
PREFERRED SHARES AUTHORIZED | 2,304,815 | 2,444,815 |
PREFERRED SHARES ISSUED AND OUTSTANDING | 2,304,815 | 2,304,815 |
Carrying Value | $ 4,656 | $ 5,550 |
Liquidation Preference | 4,801 | 9,358 |
COMMON 1 SHARES ISSUABLE UPON CONVERSION | $ 768,195 | $ 768,195 |
Series B-1 Preferred Stock | ||
PREFERRED SHARES AUTHORIZED | 14,921,676 | |
PREFERRED SHARES ISSUED AND OUTSTANDING | 14,921,676 | |
Carrying Value | $ 20,907 | |
Liquidation Preference | 18,942 | |
COMMON 1 SHARES ISSUABLE UPON CONVERSION | $ 3,488,407 | |
Series B-2 Preferred Stock | ||
PREFERRED SHARES AUTHORIZED | 8,790,249 | |
PREFERRED SHARES ISSUED AND OUTSTANDING | 8,790,249 | |
Carrying Value | $ 12,272 | |
Liquidation Preference | 10,626 | |
COMMON 1 SHARES ISSUABLE UPON CONVERSION | $ 2,054,993 | |
Series B3 Preferred Stock [Member] | ||
PREFERRED SHARES AUTHORIZED | 299,999 | |
Series C1 Preferred Shares | ||
PREFERRED SHARES AUTHORIZED | 6,452,619 | |
PREFERRED SHARES ISSUED AND OUTSTANDING | 6,452,619 | |
Carrying Value | $ 385 | |
COMMON 1 SHARES ISSUABLE UPON CONVERSION | $ 1,508,503 | |
Series D Preferred Stock | ||
PREFERRED SHARES AUTHORIZED | 53,593,440 | |
PREFERRED SHARES ISSUED AND OUTSTANDING | 53,593,440 | |
Carrying Value | $ 100,296 | |
Liquidation Preference | 100,296 | |
COMMON 1 SHARES ISSUABLE UPON CONVERSION | $ 12,529,125 | |
Series B Preferred Stock | ||
PREFERRED SHARES AUTHORIZED | 24,011,924 | |
PREFERRED SHARES ISSUED AND OUTSTANDING | 23,711,925 | |
Carrying Value | $ 56,453 | |
Liquidation Preference | 56,453 | |
COMMON 1 SHARES ISSUABLE UPON CONVERSION | $ 5,543,400 | |
Series C1 Preferred Stock | ||
PREFERRED SHARES AUTHORIZED | 6,452,619 | |
PREFERRED SHARES ISSUED AND OUTSTANDING | 6,357,260 | |
Carrying Value | $ 10,000 | |
Liquidation Preference | 10,000 | |
COMMON 1 SHARES ISSUABLE UPON CONVERSION | $ 1,486,210 |
Redeemable Convertible and Co_7
Redeemable Convertible and Convertible Preferred Stock - Schedule of convertible preferred stock prior to conversion in to common stock (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Series A Preferred Stock | ||
ORIGINAL ISSUANCE PRICE | $ 2.0830 | $ 2.408 |
CONVERSION PRICE | $ 7.2247 | 7.2247 |
Series B Preferred Stock | ||
ORIGINAL ISSUANCE PRICE | 1.200 | |
CONVERSION PRICE | 5.1330 | |
Series C1 Preferred Stock | ||
ORIGINAL ISSUANCE PRICE | 1.573 | |
CONVERSION PRICE | $ 6.7285 |
Redeemable Convertible and Co_8
Redeemable Convertible and Convertible Preferred Stock - Schedule of preferred shares and warrants for future issuance under equity incentive plan (Detail) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible Preferred Stock Shares Reserved For Future Issuance | 26,820,769 | 8,484,713 |
For Seriesa Preferred Shares Outstanding [Member] | ||
Convertible Preferred Stock Shares Reserved For Future Issuance | 768,195 | 768,195 |
For Seriesb Preferred Shares Outstanding [Member] | ||
Convertible Preferred Stock Shares Reserved For Future Issuance | 5,543,400 | |
For future issuances of Series B Preferred Shares pursuant to warrants to purchase Series B Preferred Shares [Member] | ||
Convertible Preferred Stock Shares Reserved For Future Issuance | 70,133 | |
For Series Cone Preferred Shares outstanding [Member] | ||
Convertible Preferred Stock Shares Reserved For Future Issuance | 1,486,210 | |
For future issuances of Series Cone Preferred Shares pursuant to warrant to purchase Series Cone Preferred Shares [Member] | ||
Convertible Preferred Stock Shares Reserved For Future Issuance | 22,293 | |
For future issuances of common one shares pursuant to warrants to purchase common one shares [Member] | ||
Convertible Preferred Stock Shares Reserved For Future Issuance | 297,241 | 594,482 |
Reorganization - Additional Inf
Reorganization - Additional Information (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2020 | Jun. 23, 2020 | Dec. 31, 2018 | |
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock par value | $ 0.001 | 0.001 | $ 0.001 | |
Series A Preferred Stock | ||||
Preferred stock shares, conversion | Holders of Series A Preferred Shares of Forma Therapeutics Holdings, LLC received one share of Series A convertible preferred stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., (the “Series A Preferred Stock”) for each outstanding Series A Preferred Share held immediately prior to the Reorganization. | |||
Series A Convertible Preferred Stock [Member] | ||||
Temporary equity par value | $ 0.001 | 0.001 | 0.001 | |
Common stock shares issued upon conversion | 2,304,815 | |||
Series B Preferred Stock | ||||
Preferred stock shares, conversion | Holders of Series B Preferred Shares of Forma Therapeutics Holdings, LLC received either one share of Series B-1 convertible preferred stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., (the “Series B-1 Preferred Stock”) or one share of Series B-2 convertible preferred stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., (the “Series B-2 Preferred Stock”) for each outstanding Series B Preferred Share held immediately prior to the Reorganization. | |||
Series B-1 Convertible Preferred Stock [Member] | ||||
Temporary equity par value | $ 0.001 | 0.001 | 0.001 | |
Common stock shares issued upon conversion | 14,921,676 | |||
Series B-2 Convertible Preferred Stock [Member] | ||||
Temporary equity par value | $ 0.001 | 0.001 | 0.001 | |
Common stock shares issued upon conversion | 8,790,249 | |||
Series C1 Redeemable Convertible Preferred Shares [Member] | ||||
Preferred stock shares, conversion | Holders of Series C1 Preferred Shares of Forma Therapeutics Holdings, LLC received one share of Series C convertible preferred stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., (the “Series C Preferred Stock”) for each outstanding Series C1 Preferred Share held immediately prior to the Reorganization. | |||
Series C Convertible Preferred Stock [Member] | ||||
Common stock shares issued upon conversion | 6,452,619 | |||
Preferred stock par value | $ 0.001 | 0.001 | 0.001 | |
Common Stock Class One [Member] | ||||
Common stock shares issued upon conversion | 594,482 | |||
Common stock shares, conversion | Holders of Common 1 shares of Forma Therapeutics Holdings, LLC received one share of common stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., for each outstanding Common 1 share held immediately prior to the Reorganization. | |||
Common stock par value | $ 0.001 | |||
Enterprise Junior Stock | ||||
Common stock par value | 0.001 | $ 0.001 | $ 0.001 | |
Series B-3 Convertible Preferred Stock [Member] | ||||
Temporary equity par value | $ 0.001 | |||
Common stock shares issued upon conversion | 299,999 | |||
Enterprise.1 | Enterprise Incentive Shares | Vested | ||||
Common stock shares, conversion | Holders of vested Enterprise.1 Incentive Shares of Forma Therapeutics Holdings, LLC received one share of vested Enterprise 1 Junior Stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., (the “Enterprise 1 Junior Stock”). | |||
Enterprise.1 | Enterprise Junior Stock | Vested | ||||
Common stock shares issued upon conversion | 564,055 | |||
Common stock par value | $ 0.001 | |||
Enterprise.2 | Enterprise Incentive Shares | Vested | ||||
Common stock shares, conversion | Holders of vested Enterprise.2 Incentive Shares of Forma Therapeutics Holdings, LLC received one share of vested Enterprise 2 Junior Stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., (the “Enterprise 2 Junior Stock”). | |||
Enterprise.2 | Enterprise Junior Stock | Vested | ||||
Common stock shares issued upon conversion | 1,003,919 | |||
Common stock par value | $ 0.001 | |||
Enterprise.3 | Enterprise Incentive Shares | ||||
Common stock shares, conversion | Holders of vested and unvested Enterprise.3 Incentive Shares of Forma Therapeutics Holdings, LLC received one share of vested and unvested Enterprise 3 Junior Stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., respectively (the “Enterprise 3 Junior Stock”). | |||
Enterprise.3 | Enterprise Junior Stock | ||||
Common stock shares issued upon conversion | 373,465 | |||
Common stock par value | $ 0.001 | |||
Enterprise.4 | Enterprise Incentive Shares | ||||
Common stock shares, conversion | Holders of vested and unvested Enterprise.4 Incentive Shares of Forma Therapeutics Holdings, LLC received one share of vested and unvested Enterprise 4 Junior Stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., respectively (the “Enterprise 4 Junior Stock”). | |||
Enterprise.4 | Enterprise Junior Stock | ||||
Common stock shares issued upon conversion | 337,243 | |||
Common stock par value | $ 0.001 | |||
Enterprise.5 | Enterprise Incentive Shares | ||||
Common stock shares, conversion | Holders of vested and unvested Enterprise.5 Incentive Shares of Forma Therapeutics Holdings, LLC received one share of vested and unvested Enterprise 5 Junior Stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., respectively (the “Enterprise 5 Junior Stock”). | |||
Enterprise.5 | Enterprise Junior Stock | ||||
Common stock shares issued upon conversion | 434,023 | |||
Common stock par value | $ 0.001 | |||
Enterprise.6 | Enterprise Incentive Shares | ||||
Common stock shares, conversion | Holders of vested and unvested Enterprise.6 Incentive Shares of Forma Therapeutics Holdings, LLC received one share of vested and unvested Enterprise 6 Junior Stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc., respectively (the “Enterprise 6 Junior Stock”). | |||
Enterprise.6 | Enterprise Junior Stock | ||||
Common stock shares issued upon conversion | 253,851 | |||
Common stock par value | $ 0.001 | |||
Common Stock | ||||
Common stock shares issued upon conversion | 1,953,455 | |||
Warrant | Series B Preferred Stock | ||||
Preferred stock shares, conversion | Holder of warrants exercisable to purchase Series B Preferred Shares of Forma Therapeutics Holdings, LLC received one warrant exercisable to purchase Series B-3 convertible preferred stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc. (the “Series B-3 Preferred Stock”, collectively with the Series B-1 and Series B-2 Preferred Stock, “Series B Preferred Stock”), for each outstanding warrant exercisable to purchase Series B Preferred Shares held immediately prior to the Reorganization, at the same exercise price immediately prior to the Reorganization | |||
Warrant | Common Stock Class One [Member] | ||||
Common stock shares, conversion | Holders of warrants exercisable to purchase Common 1 shares of Forma Therapeutics Holdings, LLC received one warrant exercisable to purchase common stock, $0.001 par value per share, of Forma Therapeutics Holdings, Inc. for each outstanding warrant exercisable to purchase Common 1 shares held immediately prior to the Reorganization, at the same exercise price immediately prior to the Reorganization. |
Redeemable Convertible and Co_9
Redeemable Convertible and Convertible Preferred Stock After Reorganization - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Jan. 01, 2018 | |
Temporary Equity [Line Items] | ||||
Gain loss on extinguishment of convertible preferred stock | $ (3,584) | |||
Percentage of Outstanding Preferred Shareholders Vote Required for Redemption | 59.00% | |||
Share price including adjustments for reverse split | $ 7.9814 | |||
Gross offering proceeds | $ 75,000 | |||
Common stock shares authorized | 138,000,000 | 0 | 150,000,000 | |
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Shares of common stock issued in connection with the exercise of common stock warrant | 297,241 | |||
Common Stock Warrant, exercise price | $ 0.04 | |||
Class of Warrant or Right, Outstanding | 297,241 | |||
Class Of Warrant Or Right Warrants Expiry Date | Aug. 31, 2020 | |||
Common stock warrant exercise date | Mar. 31, 2020 | |||
Common Stock Warrant [Member] | ||||
Temporary Equity [Line Items] | ||||
Common Stock Warrant, exercise price | $ 0.04 | |||
Class of Warrant or Right, Outstanding | 594,482 | |||
Series D Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred Stock Issued | 53,593,440 | |||
Preferred stock par value | $ 0.001 | |||
Proceeds from issuance of redeemable convertible preferred stock | $ 99,700 | |||
Preferred Stock, Dividend Rate, Percentage | 8.00% | |||
Cumulative dividends | $ 300 | |||
ORIGINAL ISSUANCE PRICE | $ 1.8659 | |||
Series D Preferred Stock | Minimum | ||||
Temporary Equity [Line Items] | ||||
Percentage of Outstanding Preferred Shareholders Vote Required for Redemption | 59.00% | |||
Series A Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred Stock Issued | 2,304,815 | |||
Gain loss on extinguishment of convertible preferred stock | $ 100 | |||
Cumulative dividends | $ 3,800 | |||
ORIGINAL ISSUANCE PRICE | $ 2.0830 | $ 2.408 | ||
Series B-1 Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Gain loss on extinguishment of convertible preferred stock | $ 2,000 | |||
ORIGINAL ISSUANCE PRICE | $ 1.2694 | |||
Series B-2 Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Gain loss on extinguishment of convertible preferred stock | $ 1,700 | |||
ORIGINAL ISSUANCE PRICE | $ 1.2088 | |||
Series B3 Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
ORIGINAL ISSUANCE PRICE | $ 1.2000 |
Redeemable Convertible and C_10
Redeemable Convertible and Convertible Preferred Stock - Schedule of Convertible Preferred Stock After Reorganization (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | ||
Temporary equity shares authorized | 86,362,798 | 32,909,358 |
Preferred Stock Issued And Outstanding | 86,062,799 | 32,374,000 |
Total redeemable convertible preferred stock | $ 138,516 | $ 72,003 |
Temporary equity liquidation preference | 134,665 | 75,811 |
Common Stock Issuable Upon Conversion | $ 20,349,223 | $ 7,797,805 |
Series A Preferred Stock | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorized | 2,304,815 | 2,444,815 |
Preferred Stock Issued And Outstanding | 2,304,815 | 2,304,815 |
Total redeemable convertible preferred stock | $ 4,656 | $ 5,550 |
Temporary equity liquidation preference | 4,801 | 9,358 |
Common Stock Issuable Upon Conversion | $ 768,195 | $ 768,195 |
Series B-1 Preferred Stock | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorized | 14,921,676 | |
Preferred Stock Issued And Outstanding | 14,921,676 | |
Total redeemable convertible preferred stock | $ 20,907 | |
Temporary equity liquidation preference | 18,942 | |
Common Stock Issuable Upon Conversion | $ 3,488,407 | |
Series B-2 Preferred Stock | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorized | 8,790,249 | |
Preferred Stock Issued And Outstanding | 8,790,249 | |
Total redeemable convertible preferred stock | $ 12,272 | |
Temporary equity liquidation preference | 10,626 | |
Common Stock Issuable Upon Conversion | $ 2,054,993 | |
Series B3 Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorized | 299,999 | |
Series C1 Preferred Shares | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorized | 6,452,619 | |
Preferred Stock Issued And Outstanding | 6,452,619 | |
Total redeemable convertible preferred stock | $ 385 | |
Common Stock Issuable Upon Conversion | $ 1,508,503 | |
Series D Preferred Stock | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorized | 53,593,440 | |
Preferred Stock Issued And Outstanding | 53,593,440 | |
Total redeemable convertible preferred stock | $ 100,296 | |
Temporary equity liquidation preference | 100,296 | |
Common Stock Issuable Upon Conversion | $ 12,529,125 |
Redeemable Convertible and C_11
Redeemable Convertible and Convertible Preferred Stock - Schedule of convertible preferred stock prior to conversion in to common stock - After Reorganization (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Series A Preferred Stock | ||
Temporary Equity [Line Items] | ||
CONVERSION PRICE | $ 7.2247 | $ 7.2247 |
Series B-1 Preferred Stock | ||
Temporary Equity [Line Items] | ||
CONVERSION PRICE | 5.1330 | |
Series B-2 Preferred Stock | ||
Temporary Equity [Line Items] | ||
CONVERSION PRICE | 5.1330 | |
Series B3 Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
CONVERSION PRICE | 5.1330 | |
Series C1 Preferred Shares | ||
Temporary Equity [Line Items] | ||
CONVERSION PRICE | 6.7285 | |
Series D Preferred Stock | ||
Temporary Equity [Line Items] | ||
CONVERSION PRICE | $ 7.9814 |
Redeemable Convertible and C_12
Redeemable Convertible and Convertible Preferred Stock After Reorganization - Schedule of preferred shares and warrants for future issuance under equity incentive plan (Detail) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | ||
Common Stock Reserved for Future Issuances | 26,820,769 | 8,484,713 |
For Seriesa Preferred Shares Outstanding [Member] | ||
Temporary Equity [Line Items] | ||
Common Stock Reserved for Future Issuances | 768,195 | 768,195 |
Series B-1 Preferred Stock | ||
Temporary Equity [Line Items] | ||
Common Stock Reserved for Future Issuances | 3,488,407 | |
Series B-2 Preferred Stock | ||
Temporary Equity [Line Items] | ||
Common Stock Reserved for Future Issuances | 2,054,993 | |
Series B3 Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Common Stock Reserved for Future Issuances | 70,133 | |
Series C1 Preferred Shares | ||
Temporary Equity [Line Items] | ||
Common Stock Reserved for Future Issuances | 1,508,503 | |
Series D Preferred Stock | ||
Temporary Equity [Line Items] | ||
Common Stock Reserved for Future Issuances | 12,529,125 | |
For future issuances of common one shares pursuant to warrants to purchase common one shares [Member] | ||
Temporary Equity [Line Items] | ||
Common Stock Reserved for Future Issuances | 297,241 | 594,482 |
For future issuances of Series B Three Preferred Shares pursuant to warrant to purchase Series B Three Preferred Shares [Member] | ||
Temporary Equity [Line Items] | ||
Common Stock Reserved for Future Issuances | 5,427,377 | |
For Conversion of Vested and Unvested Enterprise Junior Stock [Member] | ||
Temporary Equity [Line Items] | ||
Common Stock Reserved for Future Issuances | 676,795 |
Redeemable Convertible and C_13
Redeemable Convertible and Convertible Preferred Stock After Reorganization - Schedule of preferred shares and warrants for future issuance under equity incentive plan (Parenthetical) (Detail) | Dec. 18, 2019$ / shares |
Enterprise Junior Stock | |
Temporary Equity [Line Items] | |
Fair value per share of common stock | $ 5.43 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 23, 2020 | Jun. 17, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock shares authorized | 150,000,000 | 150,000,000 | 138,000,000 | 0 | |||||||
Cash distribution amount | $ 1,400 | $ 44,000 | |||||||||
Number of Shares, Exercised | 28,547 | ||||||||||
Equity-based compensation expense related to employees | $ 200 | $ 2,129 | $ 368 | $ 4,595 | $ 1,629 | $ 2,498 | $ 3,893 | ||||
Number of shares granted | 3,177,278 | 2,121,406 | |||||||||
Common stock shares issued | 41,162,392 | 41,162,392 | 2,250,696 | 0 | 2,576,484 | ||||||
Common stock, shares outstanding | 41,096,319 | 41,096,319 | 2,250,696 | 0 | 2,576,484 | ||||||
Common Stock, Capital Stock Reserved for Future Issuance | 7,963,338 | 7,963,338 | |||||||||
Restricted Stock | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock shares authorized | 0 | 0 | |||||||||
Common stock vested at an aggregate fair value | $ 200 | ||||||||||
Total compensation cost related to stock options not yet recognized | $ 500 | $ 500 | |||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 7 months 6 days | ||||||||||
Common stock vested number of shares | 18,870 | ||||||||||
Restricted stock award, forfeitures, dividends | 18,064 | ||||||||||
Stock Options | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Weighted average fair value of options granted (in dollars per share) | $ 6.62 | $ 3.25 | |||||||||
Number of Shares, Exercised | 0 | ||||||||||
Total compensation cost related to stock options not yet recognized | $ 22,100 | $ 22,100 | $ 6,200 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 1 month 6 days | 3 years 6 months | |||||||||
Share-based Payment Arrangement, Employee [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Equity-based compensation expense related to employees | $ 3,500 | ||||||||||
Share-based Payment Arrangement, Nonemployee [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Equity-based compensation expense related to employees | 400 | ||||||||||
Service Based Awards [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted stock units, vesting Period | 4 years | ||||||||||
Share based compensation, expiration period | 10 years | ||||||||||
2020 Stock Option And Incentive Plan [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock, shares outstanding | 2,630,487 | 2,630,487 | 1,231,361 | ||||||||
Common Stock, Capital Stock Reserved for Future Issuance | 3,436,632 | ||||||||||
Percentage of proceeding common stock shares outstanding | 4.00% | 4.00% | |||||||||
Annual increase common stock issuance | 3,436,632 | ||||||||||
2019 Stock Option And Incentive Plan [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock options, forfeited | 69,232 | ||||||||||
2020 Employee stock purchase plan [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Shares issued under ESPP | 0 | ||||||||||
2020 Employee stock purchase plan [Member] | Restricted Stock Units | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted stock units, vesting Period | 4 years | ||||||||||
Weighted average fair value of options granted (in dollars per share) | $ 44.02 | ||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 3 years 2 months 12 days | ||||||||||
Vested, Shares (in shares) | 0 | ||||||||||
Number of shares forfeited (in shares) | 0 | ||||||||||
Restricted stock units, issued | 18,200 | ||||||||||
Total compensation cost related to stock options not yet recognized | $ 800 | $ 800 | |||||||||
Enterprise Incentive Shares | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock vested at an aggregate fair value | $ 2,300 | $ 3,800 | |||||||||
Share based compensation arrangement by share based payment weighted average discount grant date fair value percentage | 21.70% | ||||||||||
Enterprise Incentive Shares | Service Based Awards [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted stock units, vesting Period | 4 years | ||||||||||
Enterprise Incentive Shares | Common Class 1 [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock shares authorized | 4,225,175 | ||||||||||
2019 Plan | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock shares authorized | 3,039,158 | 5,427,377 | |||||||||
Share-based Payment Arrangement, Tranche One [Member] | Service Based Awards [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share based compensation, vesting percentage | 25.00% | ||||||||||
Share-based Payment Arrangement, Tranche One [Member] | Enterprise Incentive Shares | Service Based Awards [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share based compensation, vesting percentage | 25.00% | ||||||||||
Share-based Payment Arrangement, Tranche One [Member] | Enterprise Incentive Shares | Performance Based Stock Awards [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share based compensation, vesting percentage | 50.00% | ||||||||||
Share-based Payment Arrangement, Tranche One [Member] | Enterprise Incentive Shares | Performance Based Stock Awards [Member] | Minimum | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share based compensation, vesting condition, gross proceeds from initial public offering | $ 50,000 | ||||||||||
Share based compensation, vesting condition, cash and value of all property distributed to holders | 150,000 | ||||||||||
Share-based Payment Arrangement, Tranche One [Member] | Enterprise Incentive Shares | Performance Based Stock Awards [Member] | Maximum | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share based compensation, vesting condition, cash and value of all property distributed to holders | $ 150,000 | ||||||||||
Share-based Payment Arrangement, Tranche Two [Member] | Service Based Awards [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted stock units, vesting Period | 36 months | ||||||||||
Share-based Payment Arrangement, Tranche Two [Member] | Enterprise Incentive Shares | Service Based Awards [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Restricted stock units, vesting Period | 36 months | ||||||||||
Share-based Payment Arrangement, Tranche Two [Member] | Enterprise Incentive Shares | Performance Based Stock Awards [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share based compensation, vesting percentage | 50.00% | ||||||||||
Share-based Payment Arrangement, Tranche Two [Member] | Enterprise Incentive Shares | Performance Based Stock Awards [Member] | Minimum | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share based compensation, vesting condition, cash and value of all property distributed to holders | $ 300,000 | ||||||||||
Enterprise Junior Stock | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Common stock shares authorized | 0 | 0 | |||||||||
Common stock vested at an aggregate fair value | $ 400 | $ 400 | |||||||||
Total compensation cost related to stock options not yet recognized | $ 1,900 | ||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 3 months 18 days | ||||||||||
Number of shares granted | 0 | ||||||||||
Vested, Shares (in shares) | 63,779 | 2,597,091 | |||||||||
Number of shares forfeited (in shares) | 104,870 | 39,705 | |||||||||
Stock issued during period, shares, conversion of convertible securities | 2,124,845 | ||||||||||
Common stock shares issued | 0 | 0 | |||||||||
Common stock, shares outstanding | 0 | 0 | |||||||||
Enterprise Junior Stock | Restricted Stock | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock issued during period, shares, conversion of convertible securities | 103,007 | ||||||||||
Enterprise Junior Stock | Vested | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Conversion of stock, shares converted | 2,660,870 | ||||||||||
Enterprise Junior Stock | Nonvested | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Conversion of stock, shares converted | 161,111 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Enterprise Incentive and Junior Share Outstanding (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Enterprise Junior Stock | |||
Shares outstanding | 2,926,851 | ||
Enterprise Incentive Shares | |||
Shares outstanding | 3,228,667 | 2,838,705 | |
Enterprise.1 | Enterprise Junior Stock | |||
Threshold Amount | $ 54,000 | ||
Shares outstanding | 564,055 | ||
Enterprise.1 | Enterprise Incentive Shares | |||
Threshold Amount | $ 99,300 | ||
Shares outstanding | 564,105 | ||
Enterprise.2 | Enterprise Junior Stock | |||
Threshold Amount | $ 99,843 | ||
Shares outstanding | 1,003,919 | ||
Enterprise.2 | Enterprise Incentive Shares | |||
Threshold Amount | $ 145,200 | ||
Shares outstanding | 1,004,879 | ||
Enterprise.3 | Enterprise Junior Stock | |||
Threshold Amount | $ 120,341 | ||
Shares outstanding | 371,441 | ||
Enterprise.3 | Enterprise Incentive Shares | |||
Threshold Amount | $ 165,698 | ||
Shares outstanding | 390,541 | ||
Enterprise.4 | Enterprise Junior Stock | |||
Threshold Amount | $ 134,121 | ||
Shares outstanding | 321,699 | ||
Enterprise.4 | Enterprise Incentive Shares | |||
Threshold Amount | $ 179,478 | ||
Shares outstanding | 376,107 | ||
Enterprise.5 | Enterprise Junior Stock | |||
Threshold Amount | $ 184,593 | ||
Shares outstanding | 423,429 | ||
Enterprise.5 | Enterprise Incentive Shares | |||
Threshold Amount | $ 229,950 | ||
Shares outstanding | 551,346 | ||
Enterprise.6 | Enterprise Junior Stock | |||
Threshold Amount | $ 224,025 | ||
Shares outstanding | 242,308 | ||
Enterprise.6 | Enterprise Incentive Shares | |||
Threshold Amount | $ 269,382 | ||
Shares outstanding | 341,689 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Enterprise Incentive and Junior Share Activity (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Enterprise Incentive Shares | |||
Outstanding shares, beginning balance | 3,228,667 | 2,838,705 | |
Outstanding shares, Granted | 603,791 | ||
Outstanding shares, Forfeited | (262,111) | (213,829) | |
Exchange of enterprise incentive shares for enterprise junior stock issued as part of the Reorganization | (2,966,556) | ||
Outstanding shares, ending balance | 3,228,667 | ||
Weighted Grant Date, Fair value beginning balance | $ 7.63 | $ 7.80 | |
Weighted Average Exercise Price Per share, Granted | 7.19 | ||
Weighted Average Exercise Price Per share, Forfeited | 7.72 | 8.64 | |
Exchange of enterprise incentive shares for enterprise junior stock pursuant to the Reorganization | $ 7.62 | ||
Weighted Grant Date, Fair value ending balance | $ 7.63 | ||
Enterprise Junior Stock | |||
Outstanding shares, beginning balance | 2,926,851 | ||
Outstanding shares, Forfeited | (104,870) | (39,705) | |
Exchange of enterprise incentive shares for enterprise junior stock issued as part of the Reorganization | 2,966,556 | ||
Outstanding shares, ending balance | 2,926,851 | ||
Weighted Grant Date, Fair value beginning balance | $ 7.62 | ||
Weighted Average Exercise Price Per share, Forfeited | $ 7.89 | ||
Exchange of enterprise incentive shares for enterprise junior stock pursuant to the Reorganization | 7.62 | ||
Weighted Grant Date, Fair value ending balance | 7.62 | ||
Weighted average conversion ratio, Outstanding beginning balance | 0.23 | ||
Weighted average conversion ratio, Forfeited | 0.02 | ||
Weighted average conversion ratio, Outstanding ending balance | $ 0.23 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of the Vested Enterprise Incentive Share (Detail) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Enterprise Incentive Shares | |||
Vested shares | 2,510,249 | ||
Enterprise Incentive Shares | Vested as of December 31, 2018 | |||
Vested shares | 2,260,882 | ||
Enterprise Incentive Shares | Vested through date of Reorganization | |||
Vested shares | 249,367 | ||
Enterprise Junior Stock | |||
Vested shares | 63,779 | 2,597,091 | |
Enterprise Junior Stock | Vested through date of Reorganization | |||
Vested shares | 2,510,249 | ||
Enterprise Junior Stock | Vested through December 31, 2019 | |||
Vested shares | 86,842 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Assumptions to Estimate Fair Value of Stock Options, Presented on a Weighted Average Basis (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Enterprise Incentive Shares | ||||
Risk-free interest rate | 2.62% | |||
Expected term (in years) | 2 years 2 months 23 days | |||
Expected volatility | 70.30% | |||
Expected dividend yield | 0.00% | |||
Stock Options | ||||
Risk-free interest rate | 0.36% | 1.09% | 1.66% | |
Expected term (in years) | 5 years 10 months 24 days | 6 years | 6 years | |
Expected volatility | 76.10% | 74.80% | 72.90% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% | |
Fair value per share of common stock | $ 40.82 | $ 10.13 | $ 5.05 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | ||
Number of Shares, Outstanding beginning balance | shares | 2,091,366 | |
Number of shares granted | shares | 3,177,278 | 2,121,406 |
Number of Shares, Exercised | shares | (28,547) | |
Number of Shares, Forfeited | shares | (292,991) | (30,040) |
Number of Shares, Outstanding ending balance | shares | 4,947,106 | 2,091,366 |
Number of Shares, Exercisable | shares | 469,472 | 25,072 |
Number of Shares, Vested and expected to vest | shares | 4,947,106 | 2,091,366 |
Weighted Average Exercise Price Per share, Outstanding beginning balance | $ / shares | $ 5.05 | |
Weighted Average Exercise Price Per share, Granted | $ / shares | 10.13 | $ 5.05 |
Weighted Average Exercise Price Per share, Exercised | $ / shares | 5.05 | |
Weighted Average Exercise Price Per share, Forfeited | $ / shares | 6.03 | 5.05 |
Weighted Average Exercise Price Per share, Outstanding ending balance | $ / shares | 8.26 | 5.05 |
Weighted Average Exercise Price Per share, Exercisable | $ / shares | 5.05 | 5.05 |
Weighted Average Exercise Price Per share, Vested and expected to vest | $ / shares | $ 8.26 | $ 5.05 |
Weighted Average Remaining Contractual Term, Outstanding | 9 years 3 months 18 days | 9 years 10 months 24 days |
Weighted Average Remaining Contractual Term, Exercisable | 8 years 9 months 18 days | 9 years 10 months 24 days |
Weighted Average Remaining Contractual Term, Vested and expected to vest | 9 years 3 months 18 days | 9 years 10 months 24 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 205,722 | $ 805 |
Aggregate Intrinsic Value, Exercisable | $ | 21,029 | 10 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | $ 205,722 | $ 805 |
Equity-Based Compensation - S_5
Equity-Based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Equity based compensation expense | $ 200 | $ 2,129 | $ 368 | $ 4,595 | $ 1,629 | $ 2,498 | $ 3,893 |
Research and Development | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Equity based compensation expense | 659 | 201 | 1,431 | 716 | 996 | 1,638 | |
General and Administrative | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Equity based compensation expense | 1,470 | 167 | 3,164 | 913 | 1,502 | 2,255 | |
Enterprise Incentive Shares | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Equity based compensation expense | $ 368 | $ 1,629 | 1,629 | $ 3,893 | |||
Enterprise Junior Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Equity based compensation expense | 365 | 277 | |||||
Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Equity based compensation expense | 181 | 217 | |||||
Restricted Stock Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Equity based compensation expense | 29 | 29 | |||||
Stock Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Equity based compensation expense | $ 1,919 | $ 3,984 | $ 592 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - $ / shares | Dec. 31, 2019 | Dec. 31, 2017 |
Warrants outstanding | 297,241 | |
Warrants exercise price | $ 0.04 | |
Series B Preferred Stock Warrants [Member] | ||
Warrants outstanding | 299,999 | |
Warrants exercise price | $ 1.20 | |
Series C1 Preferred Stock Warrants | ||
Warrants outstanding | 95,359 | |
Warrants exercise price | $ 1.573 | |
Warrants To Purchase Series B3 Preferred Shares [Member] | ||
Warrants outstanding | 299,999 | |
Warrants exercise price | $ 1.20 |
Warrant Liability - Schedule of
Warrant Liability - Schedule of Assumptions Used (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Series B Preferred Stock Warrants [Member] | ||
Risk-free interest rate | 2.57% | |
Expected term (in years) | 6 years 6 months | |
Expected volatility | 74.80% | |
Expected dividend yield | 0.00% | |
Fair value per share of underlying shares | $ 4.98 | |
Series C1 Preferred Stock Warrants | ||
Risk-free interest rate | 2.57% | |
Expected term (in years) | 6 years 6 months | |
Expected volatility | 74.80% | |
Expected dividend yield | 0.00% | |
Fair value per share of underlying shares | $ 4.21 | |
Warrants On Series B-3 Preferred Stock [Member] | ||
Risk-free interest rate | 1.73% | |
Expected term (in years) | 5 years 6 months | |
Expected volatility | 71.10% | |
Expected dividend yield | 0.00% | |
Fair value per share of underlying shares | $ 1.40 |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Schedule of Weighted-Average Common Shares Outstanding used in Calculating Basic and Diluted Net Income per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2018 | |
Basic | 41,088,261 | 16,616,143 | |
Add: Effect of dilutive securities | |||
Diluted | 41,088,924 | 16,616,143 | |
Common Class 1 [Member] | |||
Basic | 41,088,261 | 2,547,924 | |
Add: Effect of dilutive securities | |||
Diluted | 41,088,924 | 2,606,651 | |
Warrants To Purchase Series B3 Preferred Shares [Member] | |||
Add: Effect of dilutive securities | |||
Preferred Warrants | 663 | ||
Series B Preferred Stock Warrants [Member] | |||
Add: Effect of dilutive securities | |||
Preferred Warrants | 46,346 | ||
Series C1 Preferred Stock Warrants | |||
Add: Effect of dilutive securities | |||
Preferred Warrants | 12,381 |
Net Income (Loss) per Share -_2
Net Income (Loss) per Share - Summary of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Income (Loss) per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Series A Preferred Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 768,195 | 768,195 | 768,195 | ||
Series B Preferred Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 5,543,400 | 5,543,400 | |||
Series C1 Preferred Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 1,508,503 | 1,508,503 | |||
Stock Options | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 4,947,106 | 4,947,106 | 2,091,366 | ||
Restricted Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 66,073 | 66,073 | |||
Restricted Stock Units | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 18,200 | 18,200 | |||
Series B-1 Preferred Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 3,488,407 | ||||
Series B-2 Preferred Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 2,054,993 | ||||
Series C1 Preferred Shares | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 1,508,503 | ||||
Series D Preferred Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 12,529,125 | ||||
Enterprise Junior Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Potentially dilutive securities excluded from calculation of diluted net loss per share | 676,795 |
Net Income (Loss) per Share -_3
Net Income (Loss) per Share - Summary of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Income (Loss) per Share (Parenthetical) (Detail) | Dec. 18, 2019$ / shares |
Enterprise Junior Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Fair value per share of common stock based on a valuation performed | $ 5.43 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax benefit | $ (3,806) | $ (26,529) | $ (1,217) | $ (1,848) | $ 8,568 | |
Research and development tax credit | 20,114 | 13,072 | ||||
Valuation allowance | 40,211 | 53,264 | ||||
Valuation allowance, deferred tax asset, decrease amount | 13,100 | |||||
Unrecognized tax benefits | 0 | 3,165 | $ 3,357 | |||
Total interest and penalties for the unrecognized tax benefits | 0 | 500 | ||||
Unrecognized tax benefits, released | 863 | 192 | ||||
Federal tax anticipated refunds | 296 | |||||
State | ||||||
Net operating loss carryforwards | 82,900 | 0 | ||||
Research and development tax credit | $ 4,600 | $ 5,100 | ||||
State | Maximum | ||||||
Net operating loss carryforwards, expiration | 2039 | |||||
Research and development tax credit, expiration | 2039 | 2038 | ||||
Federal | ||||||
Income tax benefit | $ 900 | |||||
Net operating loss carryforwards | 45,300 | $ 0 | ||||
Research and development tax credit | 16,500 | $ 9,000 | ||||
Unrecognized tax benefits, released | $ 3,200 | |||||
Federal | Maximum | ||||||
Research and development tax credit, expiration | 2039 | 2038 | ||||
Cares Act [Member] | ||||||
Percentage of removal on taxable income On non operating losses | 80.00% | |||||
Federal tax anticipated refunds | $ 30,300 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||||
Federal | $ (1,116) | $ 5,998 | |||
State | (732) | 2,259 | |||
Deferred: | |||||
Federal | 296 | ||||
State | 15 | ||||
Total tax expense (benefit) | $ (3,806) | $ (26,529) | $ (1,217) | $ (1,848) | $ 8,568 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Tax Rates and Effective Tax Rates (Detail) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax computed at federal statutory tax rate | (21.00%) | 21.00% |
State taxes, net of federal benefit | (12.70%) | 4.50% |
State credit expiration | 3.10% | 0.00% |
Equity compensation | 1.20% | 5.90% |
Partnership expenses | 0.90% | 1.90% |
Permanent differences | 0.00% | (0.50%) |
Audit settlement | (3.70%) | (0.50%) |
Valuation allowance | 51.20% | 102.00% |
Effective tax rate | (5.00%) | 61.70% |
State | ||
Research credits | (3.70%) | (6.30%) |
Federal | ||
Research credits | (20.30%) | (66.30%) |
Income Taxes - Components of Co
Income Taxes - Components of Company's Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 15,103 | |
Research and development credits | 20,114 | $ 13,072 |
Capitalized expenses | 3,280 | 3,254 |
Accrued expenses and other | 1,771 | 2,560 |
Deferred revenue | 339 | 35,255 |
Deferred tax asset subtotal | 40,607 | 54,141 |
Less: Valuation allowance | (40,211) | (53,264) |
Deferred tax assets after valuation allowance | 396 | 877 |
Depreciation | (396) | (877) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 3,165 | $ 3,357 |
Gross increases-tax positions of prior years | 296 | |
Gross increases-current period tax positions | 0 | 0 |
Gross decreases-tax positions of prior years | (863) | (192) |
Gross decreases-lapses of statute of limitations | (246) | |
Gross decreases-settlements | (2,352) | |
Balance at end of year | $ 0 | $ 3,165 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Detail) $ in Millions | Dec. 28, 2018USD ($) | Mar. 31, 2014USD ($) | Nov. 30, 2010 | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)Subsidiaries | Dec. 31, 2017USD ($) | Dec. 31, 2014USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2016USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Deferred revenue | $ 147.8 | |||||||||||
Transaction price | 232.9 | |||||||||||
Additional license fees | 77.5 | |||||||||||
Reimbursement costs, including costs incurred performing technology transfer activities | 7.6 | |||||||||||
Contract asset balances | $ 0 | $ 0 | $ 0 | 0 | ||||||||
Vintage One R&D | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Consideration being recognized as revenue using a straight-line basis over respective service periods | 225 | |||||||||||
Vintage Two R&D | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Upfront cash payment | $ 195 | |||||||||||
Consideration being recognized as revenue using a straight-line basis over respective service periods | 195 | |||||||||||
Celgene 1.0 Sub | Maximum | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Consideration being recognized as revenue using a proportional performance model over estimated period of services | 29 | |||||||||||
Celgene 1.0 Sub | Minimum | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Consideration being recognized as revenue using a proportional performance model over estimated period of services | 19 | |||||||||||
Celgene License Agreements | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Payment of license fees | $ 77.5 | |||||||||||
Payment for transition and transfer | 7.1 | |||||||||||
Celgene License Agreements | Development Milestones | Maximum | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Payment received from milestones | 30 | |||||||||||
Celgene License Agreements | Regulatory Milestones | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Payment received from milestones | 150 | |||||||||||
Celgene License Agreements | Commercial Milestones | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Payment received from milestones | 75 | |||||||||||
Modified Arrangement | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Payment of license fees | 77.5 | |||||||||||
Consideration being recognized as technology transfer during the period | 7.1 | |||||||||||
Deferred revenue | 117.8 | $ 200.4 | ||||||||||
Total consideration | 202.4 | |||||||||||
Transaction price | $ 232.9 | |||||||||||
Revenue | 3.4 | 0 | 93.1 | 96.5 | 0 | |||||||
Payment for transition and transfer | 7.6 | |||||||||||
Modified Arrangement | Development Milestones | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Deferred revenue | 94 | |||||||||||
Modified Arrangement | FT-1101 Combined PO | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Transaction price | 137 | 157.8 | ||||||||||
Modified Arrangement | USP30 Combined PO | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Transaction price | $ 65.4 | $ 75.1 | ||||||||||
Other Collaboration Agreements | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Deferred revenue | $ 92 | 92 | ||||||||||
Revenue | $ 0 | $ 93.1 | 100.6 | |||||||||
Payment received from milestones | 4 | |||||||||||
Other Collaboration Agreements | Stock Options | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Deferred revenue | 1.2 | |||||||||||
Contract term | 10 years | |||||||||||
Other Collaboration Agreements | Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Revenue | 209 | |||||||||||
Celgene Research and Collaboration Agreements | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Nonrefundable consideration | 24 | |||||||||||
New wholly owned subsidiary, funded in cash | 3 | |||||||||||
Number of forming subsidiaries required exercise of subsidiary options | Subsidiaries | 7 | |||||||||||
Collection of license fees | $ 169 | |||||||||||
Number of subsidiaries under ongoing development activities | Subsidiaries | 5 | |||||||||||
Celgene Research and Collaboration Agreements | Maximum | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Non-refundable upfront license fee | $ 29 | |||||||||||
Equity ownership interest in wholly owned subsidiary | 100.00% | |||||||||||
Celgene Research and Collaboration Agreements | Minimum | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Non-refundable upfront license fee | $ 19 | |||||||||||
Celgene Collaboration and Option Agreements | Vintage One R&D | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Upfront payment | $ 225 | |||||||||||
Upfront Payment Received | $ 225 | |||||||||||
Celgene Collaboration and Option Agreements | Vintage Two R&D | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Non-refundable, upfront payment | 195 | |||||||||||
Celgene Collaboration and Option Agreements | Vintage Three | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Non-refundable, upfront payment | 200 | |||||||||||
Clinical Lead Candidate License Agreements | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Non-refundable,non-creditable upfront license fee | 20 | |||||||||||
Non-refundable,non-creditable upfront license fee,increasing amount each option exercised thereafter | 1 | |||||||||||
Payment of license fees | $ 25 | |||||||||||
Non-refundable upfront license fees | $ 25 | $ 41 | ||||||||||
Worldwide License Agreements | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Payment of license fees | 77.5 | |||||||||||
Estimated amount of payment for transition and transfer activities | 7.1 | |||||||||||
Actual payment for transition and transfer activities | 7.6 | |||||||||||
Maximum development milestone Payment Receivable | 30 | |||||||||||
Regulatory milestones | 150 | |||||||||||
Commercial milestones | 75 | |||||||||||
Celgene 1.0 R&D | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Contingent consideration for research and development expense | 24 | |||||||||||
Single upfront, nonrefundable payment | 24 | |||||||||||
Development And License Agreement [Member] | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Consideration being recognized as revenue using a straight-line basis over respective service periods | 41 | |||||||||||
Development And License Agreement [Member] | Contingent Payment One | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Single upfront, nonrefundable payment | 20 | |||||||||||
Development And License Agreement [Member] | Contingent Payment Two | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Single upfront, nonrefundable payment | 21 | |||||||||||
Commercialization License | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Consideration being recognized as technology transfer during the period | $ 25 | |||||||||||
Single upfront, nonrefundable payment | 25 | |||||||||||
Celgene Arrangement | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Revenue | $ 158.4 | |||||||||||
Celgene 1.0 Sub | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Deferred revenue | 40.7 | |||||||||||
Transaction price | 169 | |||||||||||
Celgene2 | Vintage One R&D | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Single upfront, nonrefundable payment | 225 | |||||||||||
Celgene2 | Vintage Two R&D | ||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||
Deferred revenue | $ 107.1 | |||||||||||
Single upfront, nonrefundable payment | $ 195 |
Collaboration Agreements - Summ
Collaboration Agreements - Summary of Contract Assets and Liabilities (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Collaboration and License Agreements Disclosure [Abstract] | |||
Deferred revenue, Beginning of Period | $ 1,239 | $ 94,031 | $ 94,031 |
Deferred revenue, Additions | 2,299 | 3,765 | |
Deferred revenue, Deductions | 1,239 | 93,113 | 96,557 |
Deferred revenue, End of Period | 3,217 | 1,239 | |
Deferred revenue, noncurrent, Beginning of Period | 1,266 | 1,266 | |
Deferred revenue, noncurrent, Additions | $ 0 | 0 | 0 |
Deferred revenue, noncurrent, Deductions | 27 | $ 1,266 | |
Deferred revenue, noncurrent, End of Period | $ 1,239 |
401(k) Savings Plan - Additiona
401(k) Savings Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | ||
Maximum annual contributions percentage per employee | 6.00% | |
Employee benefit plan, contributions by employer | $ 1.5 | $ 1.3 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 12, 2020 | Mar. 27, 2020 | Mar. 31, 2020USD ($)$ / sharesshares | Feb. 28, 2020Employees$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) |
Subsequent Event [Line Items] | |||||||||
Options granted | shares | 3,177,278 | 2,121,406 | |||||||
Equity-based compensation expense | $ 4,595 | $ 1,629 | $ 2,498 | $ 3,893 | |||||
Proceeds from Hit Discovery divestiture | 17,500 | ||||||||
Equity consideration | $ 10,000 | ||||||||
Common Stock Warrant, exercise price | $ / shares | $ 0.04 | ||||||||
Common Stock Warrants outstanding | shares | 297,241 | ||||||||
Cares Act [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage of removal on taxable income On non operating losses | 80.00% | ||||||||
Hit Discovery Divestiture [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Hit Discovery divestiture | $ 2,840 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Options granted | shares | 1,937,315 | ||||||||
Number of existing employees, executives and directors that has been granted options | Employees | 75 | ||||||||
Stock option issued, exercise price | $ / shares | $ 5.43 | ||||||||
Equity-based compensation expense | $ 300 | ||||||||
Exercise of warrant to purchase common stock, Shares | shares | 297,241 | ||||||||
Common Stock Warrant, exercise price | $ / shares | $ 0.04 | $ 0.04 | |||||||
Common Stock Warrants outstanding | shares | 0 | 0 | |||||||
Subsequent Event [Member] | Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Reverse stock split | One-for-4.2775 | ||||||||
Reverse stock split ratio | 0.234 | ||||||||
Subsequent Event [Member] | Hit Discovery Divestiture [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Hit Discovery divestiture | $ 17,500 | ||||||||
Equity consideration | $ 10,000 | $ 10,000 | |||||||
Subsequent Event [Member] | Minimum | |||||||||
Subsequent Event [Line Items] | |||||||||
Grant date fair value per share | $ / shares | 3.41 | ||||||||
Subsequent Event [Member] | Minimum | Cares Act [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage of removal on taxable income On non operating losses | 80.00% | ||||||||
Subsequent Event [Member] | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Grant date fair value per share | $ / shares | $ 3.55 | ||||||||
Subsequent Event [Member] | Maximum | Cares Act [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage of removal on taxable income On non operating losses | 100.00% |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities - Schedule of Assumptions Used to Determine the Fair Value of Warrants to Purchase Series B-3 Convertible Preferred Stock (Detail) - Warrant - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.31% | 1.73% |
Expected term (in years) | 5 years | 5 years 6 months |
Expected volatility | 75.80% | 71.10% |
Expected dividend yield | 0.00% | 0.00% |
Series B-3 Convertible Preferred Stock [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value per share of underlying stock | $ 1.40 | |
Common Stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value per share of underlying stock | $ 46.37 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - shares | Sep. 30, 2020 | Sep. 23, 2020 | Jun. 23, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock, shares, issued | 41,162,392 | 2,576,484 | 2,250,696 | 0 | |
Common stock, shares, outstanding | 41,096,319 | 2,576,484 | 2,250,696 | 0 | |
Common stock, shares authorized | 150,000,000 | 138,000,000 | 0 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | ||
Preferred stock, shares issued | 0 | 0 | |||
Voting Common Stock [Member] | |||||
Common stock, shares authorized | 147,494,175 | ||||
Non Voting Common Stock [Member] | |||||
Common stock, shares authorized | 2,505,825 |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Reserved Common Stock for Warrants to Purchase Common Stock and Future Issuance (Detail) | Sep. 30, 2020shares |
Schedule of Capitalization [Line Items] | |
Common Stock, Capital Stock Reserved for Future Issuance | 7,963,338 |
2019 Stock Incentive Plan Exercised [Member] | |
Schedule of Capitalization [Line Items] | |
Common Stock, Capital Stock Reserved for Future Issuance | 4,089,929 |
2020 Stock Option and Incentive Plan Exercised [Member] | |
Schedule of Capitalization [Line Items] | |
Common Stock, Capital Stock Reserved for Future Issuance | 857,177 |
2020 Stock Option and Incentive Plan Restricted [Member] | |
Schedule of Capitalization [Line Items] | |
Common Stock, Capital Stock Reserved for Future Issuance | 18,200 |
2020 Stock Option and Incentive Plan Future Issuance [Member] | |
Schedule of Capitalization [Line Items] | |
Common Stock, Capital Stock Reserved for Future Issuance | 2,630,487 |
Employee Stock Purchase Plan [Member] | |
Schedule of Capitalization [Line Items] | |
Common Stock, Capital Stock Reserved for Future Issuance | 367,545 |
Hit Discovery Divestiture - Add
Hit Discovery Divestiture - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Entitled to receive cash | $ 17,500,000 | ||||||
Cash received | 2,400,000 | ||||||
Installment receivable | $ 12,593,000 | 12,593,000 | |||||
Prepaid of reimbursement expense | 500,000 | 500,000 | |||||
Equity consideration | 10,000,000 | 10,000,000 | |||||
Impairment to equity consideration | 0 | ||||||
Research and development | 24,780,000 | $ 27,558,000 | $ 68,501,000 | $ 84,273,000 | $ 111,315,000 | $ 132,859,000 | |
Fair Value Discount Rate | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Fair value discount rate | 19.00% | ||||||
Hit Discovery Divestiture [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Fair value of equity consideration | 10,000,000 | $ 10,000,000 | |||||
Gain on hit discovery divestiture | $ 23,300,000 | ||||||
Common stock vested number of shares | 23,317 | ||||||
Number of stock options vested, held by terminated employees | 18,818 | ||||||
Number of stock options, modified | 19,981 | ||||||
Stock options, modification terms | The Company modified 19,981 stock options to increase the exercise period from 90 days to one year from the date of termination for certain employees terminated in relation to the transaction. | ||||||
Research and development | $ 500,000 | ||||||
Integral Health [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Cash received | 2,500,000 | ||||||
Installment receivable | 14,100,000 | 14,100,000 | |||||
Interest income | $ 700,000 | $ 1,500,000 | |||||
Integral Health [Member] | Subsequent Event [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Installment receivable | $ 15,000,000 |
Hit Discovery Divestiture - Sch
Hit Discovery Divestiture - Schedule of Fair Value of Total Consideration to Be Received Used in Calculating Gain on Hit Discovery Divestiture (Detail) $ in Thousands | Sep. 30, 2020USD ($) |
Cash consideration: | |
Cash due at closing | $ 2,961 |
Installment receivable | 12,593 |
Non-cashconsideration: | |
Equity consideration | 10,000 |
Total fair value of consideration | $ 25,554 |
Hit Discovery Divestiture - Car
Hit Discovery Divestiture - Carrying Value of Assets and Liabilities included in Sale to Integral Health (Detail) $ in Thousands | Sep. 30, 2020USD ($) |
Assets: | |
Prepaid expenses and other current assets | $ 1,117 |
Property and equipment, net | 2,398 |
Other assets | 125 |
Disposal Group, Including Discontinued Operation, Assets | 3,640 |
Liabilities: | |
Accounts payable | 159 |
Deferred revenue | 1,239 |
Disposal Group, Including Discontinued Operation, Liabilities | 1,398 |
Net assets sold | $ 2,242 |