Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 06, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Forma Therapeutics Holdings, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 41,163,362 | |
Amendment Flag | false | |
Entity Central Index Key | 0001538927 | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39333 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 37-1657129 | |
Entity Address Address Line1 | 500 Arsenal Street | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address City Or Town | Watertown | |
Entity Address State Or Province | MA | |
Entity Address Postal Zip Code | 02472 | |
City Area Code | 617 | |
Local Phone Number | 679-1970 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Security12b Title | Common stock, par value $0.001 per share | |
Trading Symbol | FMTX | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 79,865 | $ 173,180 |
Short-term marketable securities | 286,888 | |
Accounts receivable | 227 | |
Income tax receivable | 27,147 | 592 |
Prepaid expenses and other current assets | 21,761 | 3,314 |
Total current assets | 415,661 | 177,313 |
Property and equipment, net | 1,672 | 5,102 |
Long-term marketable securities | 17,593 | |
Other assets | 12,470 | 620 |
Total assets | 447,396 | 183,035 |
Current liabilities: | ||
Accounts payable | 3,717 | 3,521 |
Accrued expenses and other current liabilities | 26,498 | 20,108 |
Income tax payable | 451 | |
Deferred revenue | 1,239 | |
Total current liabilities | 30,666 | 24,868 |
Warrant liability | 364 | |
Deferred rent, noncurrent | 1,128 | 1,426 |
Total liabilities | 31,794 | 26,658 |
Commitments and contingencies (Note 8) | ||
Total redeemable convertible preferred stock | 138,516 | |
Stockholders’ equity: | ||
Preferred stock | ||
Common stock | 41 | 2 |
Additional paid-in capital | 444,383 | 1,116 |
(Accumulated deficit) retained earnings | (28,822) | 16,740 |
Total stockholders’ equity | 415,602 | 18,246 |
Total liabilities, redeemable convertible and convertible preferred stock and stockholders’ equity | $ 447,396 | 183,035 |
Series A Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Total redeemable convertible preferred stock | 4,656 | |
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 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’ equity: | ||
Preferred stock | 385 | |
Enterprise Junior Stock [Member] | ||
Current liabilities: | ||
Total redeemable convertible preferred stock | 3 | |
Stockholders’ equity: | ||
Common stock | $ 3 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Temporary equity shares authorized | 86,362,798 | |
Temporary equity liquidation preference | $ 134,665 | |
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 |
Common stock shares authorized | 150,000,000 | 138,000,000 |
Common stock shares issued | 41,162,392 | 2,250,696 |
Common stock shares outstanding | 41,096,319 | 2,250,696 |
Series A Convertible Preferred Stock [Member] | ||
Temporary equity par value | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 0 | 2,304,815 |
Temporary equity shares issued | 0 | 2,304,815 |
Temporary equity shares outstanding | 0 | 2,304,815 |
Temporary equity liquidation preference | $ 4,801 | |
Series B-1 Convertible Preferred Stock [Member] | ||
Temporary equity par value | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 0 | 14,921,676 |
Temporary equity shares issued | 0 | 14,921,676 |
Temporary equity shares outstanding | 0 | 14,921,676 |
Temporary equity liquidation preference | $ 18,942 | |
Series B-2 Convertible Preferred Stock [Member] | ||
Temporary equity par value | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 0 | 8,790,249 |
Temporary equity shares issued | 0 | 8,790,249 |
Temporary equity shares outstanding | 0 | 8,790,249 |
Temporary equity liquidation preference | $ 10,626 | |
Series D Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity par value | $ 0.001 | $ 0.001 |
Temporary equity shares authorized | 0 | 53,593,440 |
Temporary equity shares issued | 0 | 53,593,440 |
Temporary equity shares outstanding | 0 | 53,593,440 |
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 |
Preferred stock shares authorized | 0 | 6,452,619 |
Preferred stock shares issued | 0 | 6,452,619 |
Preferred stock shares outstanding | 0 | 6,452,619 |
Enterprise Junior Stock [Member] | ||
Temporary equity shares outstanding | 2,597,091 | |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 0 | 12,520,978 |
Common stock shares issued | 0 | 2,926,851 |
Common stock shares outstanding | 0 | 2,597,091 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Collaboration revenue | $ 3,377 | $ 93,113 | ||
Operating expenses: | ||||
Research and development | $ 24,780 | 27,558 | $ 68,501 | 84,273 |
General and administrative | 7,460 | 7,025 | 22,841 | 17,631 |
Restructuring charges | 545 | 63 | 5,620 | |
Total operating expenses | 32,240 | 35,128 | 91,405 | 107,524 |
Loss from operations | (32,240) | (31,751) | (91,405) | (14,411) |
Other income: | ||||
Gain on Hit Discovery divestiture | 23,312 | |||
Interest income | 870 | 565 | 2,406 | 2,544 |
Other income (loss), net | (52) | 201 | (2,668) | 513 |
Total other income, net | 818 | 766 | 23,050 | 3,057 |
Loss before taxes | (31,422) | (30,985) | (68,355) | (11,354) |
Income tax benefit | (3,806) | (26,529) | (1,217) | |
Net loss and comprehensive loss | (27,616) | (30,985) | (41,826) | (10,137) |
Tax distribution to holders of Enterprise.1 Incentive Shares | (60) | (60) | ||
Net loss allocable to shares of common stock, basic | (27,616) | (31,652) | (45,562) | (23,939) |
Change in fair value attributable to warrants to purchase | 2,597 | (515) | ||
Net loss allocable to shares of common stock, diluted | $ (27,624) | (31,850) | $ (45,562) | (24,454) |
Net loss per share of common stock: | ||||
Basic | $ (0.67) | $ (2.74) | ||
Diluted | $ (0.67) | $ (2.74) | ||
Weighted-average shares of common stock outstanding: | ||||
Basic | 41,088,261 | 16,616,143 | ||
Diluted | 41,088,924 | 16,616,143 | ||
Series A Preferred Stock | ||||
Other income: | ||||
Preferred return on Series A convertible preferred shares | (57) | (227) | ||
Series B Preferred Stock | ||||
Other income: | ||||
Accretion of preferred return on redeemable convertible preferred shares | (550) | (2,168) | ||
Change in fair value attributable to warrants to purchase | $ (198) | (515) | ||
Series D Preferred Stock | ||||
Other income: | ||||
Accretion of preferred return on redeemable convertible preferred shares | $ (3,736) | |||
Redeemable Convertible Preferred Stock | ||||
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) | |||
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) | ||
Diluted | $ (12.50) | $ (9.60) | ||
Weighted-average shares of common stock outstanding: | ||||
Basic | 2,547,924 | 2,547,924 | ||
Diluted | 2,547,924 | 2,547,924 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible and Convertible Preferred Stock and Stockholders' Equity (Deficit) (unaudited) - 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 [Member] | 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, 2018 | $ (48,869) | $ (54,648) | |||||||||||||
Temporary equity balance, Shares at Dec. 31, 2018 | 23,711,925 | 6,357,260 | 2,304,815 | 1,953,442 | |||||||||||
Temporary equity balance, Value at Dec. 31, 2018 | $ 56,453 | $ 10,000 | $ 5,550 | $ 229 | |||||||||||
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) | ||||||||||
Reclassification of Series C1 redeemable convertible preferred shares to permanent equity | (385) | $ 385 | |||||||||||||
Reclassification of Series C1 redeemable convertible preferred shares to permanent equity, Shares | 6,452,619 | ||||||||||||||
Accretion of preferred return on Series B redeemable convertible preferred shares | (1,075) | $ 1,075 | (1,075) | ||||||||||||
Equity-based compensation | 764 | 764 | |||||||||||||
Net income and comprehensive income | 35,605 | 35,605 | |||||||||||||
Balance at Mar. 31, 2019 | 98,182 | 92,885 | |||||||||||||
Temporary equity balance, Shares at Mar. 31, 2019 | 23,711,925 | 6,452,619 | 2,304,815 | 1,953,442 | |||||||||||
Temporary equity balance, Value at Mar. 31, 2019 | $ 28,463 | $ 385 | $ 4,683 | $ 229 | |||||||||||
Balance at Dec. 31, 2018 | (48,869) | (54,648) | |||||||||||||
Temporary equity balance, Shares at Dec. 31, 2018 | 23,711,925 | 6,357,260 | 2,304,815 | 1,953,442 | |||||||||||
Temporary equity balance, Value at Dec. 31, 2018 | $ 56,453 | $ 10,000 | $ 5,550 | $ 229 | |||||||||||
Cumulative effect adjustment for adoption of Topic 606 at Dec. 31, 2018 | $ 116,157 | $ 116,157 | |||||||||||||
Net income and comprehensive income | (10,137) | ||||||||||||||
Balance at Sep. 30, 2019 | 50,855 | 45,558 | |||||||||||||
Temporary equity balance, Shares at Sep. 30, 2019 | 23,711,925 | 6,452,619 | 2,304,815 | 1,953,442 | |||||||||||
Temporary equity balance, Value at Sep. 30, 2019 | $ 29,556 | $ 385 | $ 4,683 | $ 229 | |||||||||||
Balance at Mar. 31, 2019 | 98,182 | 92,885 | |||||||||||||
Temporary equity balance, Shares at Mar. 31, 2019 | 23,711,925 | 6,452,619 | 2,304,815 | 1,953,442 | |||||||||||
Temporary equity balance, Value at Mar. 31, 2019 | $ 28,463 | $ 385 | $ 4,683 | $ 229 | |||||||||||
Accretion of preferred return on Series B redeemable convertible preferred shares | (543) | $ 543 | (543) | ||||||||||||
Equity-based compensation | 497 | 497 | |||||||||||||
Net income and comprehensive income | (14,757) | (14,757) | |||||||||||||
Balance at Jun. 30, 2019 | 83,379 | 78,082 | |||||||||||||
Temporary equity balance, Shares at Jun. 30, 2019 | 23,711,925 | 6,452,619 | 2,304,815 | 1,953,442 | |||||||||||
Temporary equity balance, Value at Jun. 30, 2019 | $ 29,006 | $ 385 | $ 4,683 | $ 229 | |||||||||||
Accretion of preferred return on Series B redeemable convertible preferred shares | (550) | $ 550 | (550) | ||||||||||||
Distribution to holders of Common 1 shares and Enterprise 1 Incentive Shares | (1,357) | (1,357) | |||||||||||||
Equity-based compensation | 368 | 368 | |||||||||||||
Net income and comprehensive income | (30,985) | (30,985) | |||||||||||||
Balance at Sep. 30, 2019 | 50,855 | 45,558 | |||||||||||||
Temporary equity balance, Shares at Sep. 30, 2019 | 23,711,925 | 6,452,619 | 2,304,815 | 1,953,442 | |||||||||||
Temporary equity balance, Value at Sep. 30, 2019 | $ 29,556 | $ 385 | $ 4,683 | $ 229 | |||||||||||
Balance at Dec. 31, 2019 | 18,246 | $ 1,116 | 16,740 | ||||||||||||
Temporary equity balance, Shares at Dec. 31, 2019 | 2,304,815 | 14,921,676 | 8,790,249 | 2,597,091 | 53,593,440 | 6,452,619 | 2,250,696 | ||||||||
Temporary equity balance, Value at Dec. 31, 2019 | 138,516 | $ 4,656 | $ 20,907 | $ 12,272 | $ 3 | $ 100,296 | $ 385 | $ 2 | |||||||
Accretion of cumulative dividends on Series D redeemable convertible preferred stock | (1,936) | $ 1,936 | (1,936) | ||||||||||||
Equity-based compensation | 1,210 | 1,210 | |||||||||||||
Equity-based compensation, Shares | 38,339 | ||||||||||||||
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 | ||||||||||||||
Net income and comprehensive income | 11,230 | 11,230 | |||||||||||||
Balance at Mar. 31, 2020 | 28,765 | 2,341 | 26,034 | ||||||||||||
Temporary equity balance, Shares at Mar. 31, 2020 | 2,304,815 | 14,921,676 | 8,790,249 | 2,635,430 | 53,593,440 | 6,452,619 | 2,548,433 | ||||||||
Temporary equity balance, Value at Mar. 31, 2020 | $ 4,656 | $ 20,907 | $ 12,272 | $ 3 | $ 102,232 | $ 385 | $ 2 | ||||||||
Balance at Dec. 31, 2019 | 18,246 | 1,116 | 16,740 | ||||||||||||
Temporary equity balance, Shares at Dec. 31, 2019 | 2,304,815 | 14,921,676 | 8,790,249 | 2,597,091 | 53,593,440 | 6,452,619 | 2,250,696 | ||||||||
Temporary equity balance, Value at Dec. 31, 2019 | $ 138,516 | $ 4,656 | $ 20,907 | $ 12,272 | $ 3 | $ 100,296 | $ 385 | $ 2 | |||||||
Exercise of options to purchase common stock, Shares | 28,547 | ||||||||||||||
Net income and comprehensive income | $ (41,826) | ||||||||||||||
Balance at Sep. 30, 2020 | 415,602 | 444,383 | (28,822) | ||||||||||||
Temporary equity balance, Shares at Sep. 30, 2020 | 0 | 0 | 0 | 41,096,319 | |||||||||||
Temporary equity balance, Value at Sep. 30, 2020 | $ 41 | ||||||||||||||
Balance at Mar. 31, 2020 | 28,765 | 2,341 | 26,034 | ||||||||||||
Temporary equity balance, Shares at Mar. 31, 2020 | 2,304,815 | 14,921,676 | 8,790,249 | 2,635,430 | 53,593,440 | 6,452,619 | 2,548,433 | ||||||||
Temporary equity balance, Value at Mar. 31, 2020 | $ 4,656 | $ 20,907 | $ 12,272 | $ 3 | $ 102,232 | $ 385 | $ 2 | ||||||||
Accretion of cumulative dividends on Series D redeemable convertible preferred stock | (1,800) | 1,800 | (1,800) | ||||||||||||
Equity-based compensation | 1,256 | 1,256 | |||||||||||||
Equity-based compensation, Shares | 25,440 | ||||||||||||||
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 | |||||||
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 | |||||||||||||
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, Shares | 925 | ||||||||||||||
Exercise of options to purchase common stock | 142 | 142 | |||||||||||||
Exercise of options to purchase common stock, Shares | 28,051 | ||||||||||||||
Net income and comprehensive income | (25,440) | (25,440) | |||||||||||||
Balance at Jun. 30, 2020 | 438,497 | 439,662 | (1,206) | ||||||||||||
Temporary equity balance, Shares at Jun. 30, 2020 | 41,016,181 | ||||||||||||||
Temporary equity balance, Value at Jun. 30, 2020 | $ 41 | ||||||||||||||
Equity-based compensation | 2,129 | 2,129 | |||||||||||||
Change in estimate of initial public offering costs | (369) | (369) | |||||||||||||
Vesting of restricted common stock, Shares | 17,945 | ||||||||||||||
Exercise of options to purchase common stock | 2,961 | 2,961 | |||||||||||||
Exercise of options to purchase common stock, Shares | 62,193 | ||||||||||||||
Net income and comprehensive income | (27,616) | (27,616) | |||||||||||||
Balance at Sep. 30, 2020 | $ 415,602 | $ 444,383 | $ (28,822) | ||||||||||||
Temporary equity balance, Shares at Sep. 30, 2020 | 0 | 0 | 0 | 41,096,319 | |||||||||||
Temporary equity balance, Value at Sep. 30, 2020 | $ 41 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible and Convertible Preferred Stock and Stockholders' Equity (Deficit) (unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Net of Issuance Costs | $ 25,587 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (41,826) | $ (10,137) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,076 | 2,128 |
Equity-based compensation | 4,595 | 1,629 |
Change in fair value attributable to warrants to purchase | 2,597 | (515) |
Amortization and accretion of marketable securities | 192 | (1,059) |
Gain on Hit Discovery divestiture | (23,312) | |
Loss on sale of property and equipment | 89 | |
Changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 227 | 81,430 |
(Increase) in income taxes receivable | (26,555) | (1,280) |
Decrease (increase) in prepaid expenses and other current assets | (5,432) | 1,771 |
Increase (decrease) in accounts payable | 355 | (3,496) |
Increase in accrued expenses and other current liabilities | 6,280 | 604 |
Increase (decrease) in income taxes payable | 451 | (3,654) |
(Decrease) in deferred rent, noncurrent | (298) | (248) |
(Decrease) in deferred revenue, current and noncurrent | (90,841) | |
Net cash used in operating activities | (83,099) | (23,668) |
Cash flows from investing activities | ||
Purchases of held-to-maturity marketable securities | (343,320) | (106,583) |
Proceeds from maturity of marketable securities | 38,647 | 148,329 |
Purchases of property and equipment | (134) | (529) |
Net proceeds from Hit Discovery divestiture | 17,500 | |
Net cash provided by (used in) investing activities | (301,967) | 41,217 |
Cash flows from financing activities | ||
Distribution to holders of redeemable convertible and convertible preferred shares, Common 1 shares and Enterprise.1 Incentive Shares | (45,357) | |
Proceeds from initial public offering of common stock, net of issuance costs | 293,707 | |
Proceeds from exercise of warrant to purchase common stock | 12 | |
Proceeds from exercise of options to purchase common stock | 145 | |
Net cash provided by (used in) financing activities | 293,605 | (45,207) |
Net decrease in cash, cash equivalents and restricted cash | (91,461) | (27,658) |
Cash, cash equivalents and restricted cash, beginning of the period | 173,796 | 84,064 |
Cash, cash equivalents and restricted cash, end of the period | 82,335 | 56,406 |
Supplemental disclosure of non-cash activities: | ||
Accretion of preferred return and cumulative dividends on preferred securities | 3,736 | 2,168 |
Public offering costs included in accrued expenses | 369 | |
Net exercise of warrants to purchase common stock | 2,961 | |
Installment Receivable in prepaid expenses and other current assets (Note 16) | 14,131 | |
Equity Consideration in other assets (Note 16) | 10,000 | |
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 | |
Series D Redeemable Convertible Preferred Stock [Member] | ||
Cash flows from financing activities | ||
Payment of issuance costs on Series D redeemable convertible preferred stock | (259) | |
Valo Health [Member] | ||
Adjustments to reconcile net 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 |
Sep. 30, 2020 | |
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 convertible preferred stock (“Series B-1 Preferred Stock”) or Series B-2 convertible preferred stock (“Series B-2 Preferred Stock”), Series C convertible preferred stock (“Series C Preferred Stock”) and common stock, respectively, of Forma Therapeutics Holdings, Inc. on a one-for-one basis, with the significant rights and preferences of the securities held before and after the Reorganization being substantially the same. Previously outstanding vested and unvested enterprise incentive shares of Forma Therapeutics Holdings, LLC were exchanged for an equal number of vested and unvested shares of enterprise junior stock, respectively. The unvested enterprise junior stock was issued with the same vesting terms as the unvested enterprise incentive shares held immediately prior to the Reorganization. Outstanding warrants to purchase shares of Series B Preferred Shares and Common 1 shares of Forma Therapeutics Holdings, LLC were exchanged on a one-for-one basis for warrants to purchase Series B-3 convertible preferred stock (“Series B-3 Preferred Stock”) and common stock, respectively, with the same exercise price and substantially the same terms of the outstanding warrants held immediately before the Reorganization. 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 Preferred Stock, Series B-2 Preferred Stock, Series C Preferred Stock, and Series D redeemable convertible preferred stock (“Series D Preferred Stock”) automatically converted into 20,349,223 shares of common stock; all issued shares of enterprise junior stock automatically converted into 2,124,845 and 103,007 shares of common stock and restricted common stock, respectively; and warrants to purchase an aggregate of 299,999 shares of Series B-3 Preferred Stock with an exercise price of $1.20 per share automatically converted into warrants to purchase an aggregate of 70,133 shares of common stock with an exercise price of $5.13 per share. Subsequent to the closing of the IPO, there were no shares of preferred stock or enterprise junior stock outstanding. In connection with the closing of the IPO, the Company filed a second amended and restated certificate of incorporation (“Second Amended Certificate of Incorporation”) to change the authorized capital stock to 160,000,000 shares of which 147,494,175 are designated as voting common stock, 2,505,825 are designated as non-voting common stock and 10,000,000 are designated as undesignated preferred stock, all with a par value of $0.001 per share. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
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 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 marketable securities as the Company does not have intent to sell these securities and it is more likely than not the Company will not be required to sell such investments before recovery of their amortized cost basis. Held-to-maturity securities are stated at their amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included in interest income in the condensed consolidated statements of operations and comprehensive 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. Deferred Offering Costs The Company capitalizes certain legal, professional accounting, and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction to additional paid-in capital generated as a result of the offering. On June 23, 2020, the Company completed the IPO. Accordingly, the Company recognized the deferred offering costs of approximately $3.6 million as a reduction from the gross proceeds associated with the closing of the IPO through additional paid-in capital in the accompanying condensed consolidated balance sheet. As such, there were no deferred offering costs in the accompanying condensed consolidated balance sheet as of September 30, 2020. The Company incurred no deferred offering costs as of December 31, 2019. 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 awards consistent with equity awards issued to employees. As it relates to both employee and non-employee equity awards, the Company has elected to account for forfeitures as they occur. 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 Leases Revenue from Contracts with Customers (Topic 606) |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
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 Preferred Stock with an exercise price of $1.20 per share. Upon the closing of the IPO, the warrants to purchase the Series B-3 Preferred Stock were automatically converted into three warrants to purchase an aggregate of 70,133 shares of common stock with an exercise price of $5.13 per share. The remaining terms and provisions of the warrants held immediately prior and subsequent to the conversion were substantially the same, including the provision under which the Company is 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. As the common stock warrants embody an obligation to repurchase the Company’s shares in exchange for specified assets that is not within the Company’s control, the Company classified the common stock warrants as a liability upon the conversion of the warrants. In July 2020, the common stock warrants were exercised under cashless (net) exercise provisions resulting in the issuance of 62,193 shares of common stock. Upon exercise of the warrants, the Company remeasured the warrant liability to its fair market value and reclassified the total carrying value of the warrant liability into additional paid-in capital. 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 Preferred Stock as of the exercise date of the warrants and December 31, 2019, respectively: 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 Preferred Stock $ — $ 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 $ - |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2020 | |
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 securities. The fair value of marketable securities is determined using observable inputs, such as quoted prices in active markets for similar assets or quoted prices in markets that are not active for identical or similar assets and would be classified as Level 2. 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, the unrealized gains are not recorded within the condensed consolidated financial statements. The Company had no marketable securities as of December 31, 2019. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2020 | |
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 receivables 1,059 56 Installment Receivable (Note 16) 14,131 — $ 21,761 $ 3,314 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2020 | |
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. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
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 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
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 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. The Company paid first month’s rent upon execution of the new lease agreement of $0.3 million and delivered a letter of credit of $2.0 million, which are classified in prepaid expenses and other current assets and other assets on the condensed consolidated balance sheet, respectively. Such amounts are refundable if the landlord does not deliver the premises under the new lease within a certain period of time. 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 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. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2020 | |
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 $ — |
Redeemable Convertible and Conv
Redeemable Convertible and Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2020 | |
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 |
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, respectively, 41,162,392 shares of common stock issued, and 41,096,319 shares of common stock outstanding. Additionally, the Company had 10,000,000 shares of undesignated preferred stock 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 |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [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 stock options, restricted and unrestricted stock awards and other equity-based awards. The number of shares initially reserved under the 2020 Plan was 3,436,632 shares of the Company’s common stock (“Initial Limit”), which included 1,231,361 shares of common stock remaining available for issuance under the 2019 Plan as of June 17, 2020. The 2020 Plan provides that the number of shares reserved and available for issuance under the 2020 Plan will automatically increase each January 1, beginning on January 1, 2021, by 4% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s compensation committee (“Annual Increase”). The shares of common stock underlying any awards that are forfeited, cancelled, expired, repurchased, or otherwise terminated under the 2020 Plan and the 2019 Plan will be added back to the shares of common stock available for issuance under the 2020 Plan. The maximum number of shares of common stock that may be issued as incentive stock options in any one calendar year period may not exceed the Initial Limit cumulatively increased on January 1, 2021 and on each January 1 thereafter by the lesser of the Annual Increase for such year or 3,436,632 shares of common stock. As of September 30, 2020, there were 2,630,487 shares available for future issuance under the 2020 Plan, which includes 69,232 shares related to unexercised stock options that were forfeited under the 2019 Plan. 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 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 |
Net Income (Loss) per Share
Net Income (Loss) per Share | 9 Months Ended |
Sep. 30, 2020 | |
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 Preferred Stock in connection with the closing of the IPO) 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 method (in shares of Common 1 or common stock equivalents, as applicable): 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 Preferred Stock, as converted to warrants to purchase common stock in connection with the closing of the IPO, that were outstanding during the nine months ended September 30, 2020 were excluded from the calculation of diluted net loss per share for the nine months ended September 30, 2020 because their inclusion would have been anti-dilutive. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
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 pandemic. Among other things, the CARES Act permits corporate taxpayers to carryback net operating losses (“NOLs”) originating in 2018 through 2020 to each of the five preceding tax years. Further, the CARES Act removed the 80% taxable income limitation on utilization of those NOLs allowing corporate taxpayers to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Such changes may result in the generation of refunds of previously paid income taxes which are expected to be received over the next eighteen months. The Company has filed refund claims related to its 2018 and 2019 tax years and anticipates filing a refund claim related to its 2020 tax year to carryback NOLs to its 2015, 2016, 2017 and 2018 tax years for federal tax purposes which will result in anticipated refunds of $30.3 million. |
Collaboration Agreements
Collaboration Agreements | 9 Months Ended |
Sep. 30, 2020 | |
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 for which Celgene had a license under one of its agreements prior to the Termination, and (ii) a worldwide license for USP30 being developed under the same terminated agreement which was not previously licensed prior to the Termination (the “License Agreements”). Under the License Agreements, Celgene paid the Company $77.5 million in license fees and an estimated $7.1 million in transition and transfer activities, for which Celgene ultimately paid $7.6 million (collectively, the Termination and License Agreements are referred to as the “Modified Arrangement”). The Company is eligible to receive payments of up to $30.0 million in development milestones, $150.0 million in regulatory milestones and $75.0 million in commercial milestones if such milestones are achieved by Celgene. The first eligible milestone for FT-1101 is payable upon the first patient dosed with the first licensed product comprising FT-1101 in a Phase III clinical trial. The first eligible milestone for USP30 is payable upon achievement of regulatory approval for the first licensed product comprising USP30 for first indication. Additionally, the Company will receive single-digit sales-based royalties on net sales of licensed products by Celgene. Accounting Analysis The Company accounted for the Modified Arrangement in accordance with ASC 606, Revenue from contracts with customers 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 contract term. As of December 31, 2019, the Company had $1.2 million of deferred revenue related to the options. Pursuant to the Hit Discovery divestiture, the contract was assigned to and assumed by Valo Health and therefore the Company’s obligation relative to the options were released and assumed by Valo Health (see Note 16). 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. |
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 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 anniversary of the closing of the Agreement, a number of shares of preferred stock issued in Valo Health’s previous round of equity financing prior to this Agreement equal to $10.0 million divided by the price per share paid by investors in that previous equity financing (the “Equity Consideration”). Further, if Valo Health closes a financing that meets certain minimum thresholds prior to June 1, 2021, Valo Health will pay the Company the balance of the unpaid Installment Receivable. The Company is also eligible to receive low single digit future royalties on the aggregate net sales of any products that bind to a target in certain identified target classes, on a product-by-product and country-by-country basis during the periods of time commencing at the time of the first commercial sale of such product in such country, until the later of (i) the expiration of certain related patents and (ii) ten years after such first commercial sale (“Contingent Royalty Income”). 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 consideration: 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
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. |
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. |
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 |
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 |
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 marketable securities as the Company does not have intent to sell these securities and it is more likely than not the Company will not be required to sell such investments before recovery of their amortized cost basis. Held-to-maturity securities are stated at their amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included in interest income in the condensed consolidated statements of operations and comprehensive loss. |
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. |
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 equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction to additional paid-in capital generated as a result of the offering. On June 23, 2020, the Company completed the IPO. Accordingly, the Company recognized the deferred offering costs of approximately $3.6 million as a reduction from the gross proceeds associated with the closing of the IPO through additional paid-in capital in the accompanying condensed consolidated balance sheet. As such, there were no deferred offering costs in the accompanying condensed consolidated balance sheet as of September 30, 2020. The Company incurred no deferred offering costs as of December 31, 2019. |
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 awards consistent with equity awards issued to employees. As it relates to both employee and non-employee equity awards, the Company has elected to account for forfeitures as they occur. 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 | 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 Leases Revenue from Contracts with Customers (Topic 606) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
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 |
Fair Value Level 3 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
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 $ - |
Series B-3 Convertible Preferred Stock | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
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 Preferred Stock as of the exercise date of the warrants and December 31, 2019, respectively: 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 Preferred Stock $ — $ 1.40 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 receivables 1,059 56 Installment Receivable (Note 16) 14,131 — $ 21,761 $ 3,314 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 $ — |
Redeemable Convertible and Co_2
Redeemable Convertible and Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders Equity Note [Abstract] | |
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 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
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 |
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 |
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 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) - Common Class 1 [Member] | 9 Months Ended |
Sep. 30, 2020 | |
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 Preferred Stock in connection with the closing of the IPO) 663 Weighted-average common stock outstanding, diluted 41,088,924 |
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 method (in shares of Common 1 or common stock equivalents, as applicable): 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 — |
Collaboration Agreements (Table
Collaboration Agreements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 |
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 consideration: 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 (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 23, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||||
Entity incorporation, date of incorporation | Dec. 31, 2011 | |||
Preferred stock shares outstanding | 0 | 0 | 0 | |
Authorized capital stock | 160,000,000 | |||
Common stock shares authorized | 150,000,000 | 138,000,000 | ||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | 0 | |
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Cash, cash equivalents and marketable securities | $ 384.3 | |||
Enterprise Junior Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Temporary equity shares outstanding | 2,635,430 | 2,597,091 | ||
Temporary equity shares issued | 103,007 | |||
Common stock shares authorized | 0 | 12,520,978 | ||
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 [Member] | ||||
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 | shares | 70,133 | |||
Warrants exercise price, per share | $ / shares | $ 5.13 | |||
Warrant | Series B3 Preferred Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Number of warrants issued to purchase common stock | shares | 299,999 | |||
Warrants exercise price, per share | $ / shares | $ 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 | $ / shares | $ 20 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2020shares | Jun. 23, 2020USD ($) | Dec. 31, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Short-term, highly liquid investments with original maturities | 90 days or less | ||
Deferred offering costs | $ 0 | ||
Measurement Input, Expected Dividend Rate [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Expected dividend yield | shares | 0 | ||
IPO [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred offering costs | $ 3.6 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Reconciles Cash, Cash equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 79,865 | $ 173,180 | $ 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 | $ 173,796 | $ 56,406 | $ 84,064 |
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 (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets—Cash equivalents | ||
Assets | $ 77,895 | $ 56,930 |
Liabilities | ||
Liabilities | 364 | |
Repurchase agreements | ||
Assets—Cash equivalents | ||
Assets | 25,000 | |
Money market funds | ||
Assets—Cash equivalents | ||
Assets | 31,765 | 56,930 |
Commercial Paper | ||
Assets—Cash equivalents | ||
Assets | 9,999 | |
Corporate Debt Securities | ||
Assets—Cash equivalents | ||
Assets | 11,131 | |
Warrant | ||
Liabilities | ||
Liabilities | 364 | |
Quoted Prices in Active Markets Using Identical Assets (Level 1) | ||
Assets—Cash equivalents | ||
Assets | 31,765 | 56,930 |
Quoted Prices in Active Markets Using Identical Assets (Level 1) | Money market funds | ||
Assets—Cash equivalents | ||
Assets | 31,765 | 56,930 |
Significant Other Observable Inputs (Level 2) | ||
Assets—Cash equivalents | ||
Assets | 46,130 | |
Significant Other Observable Inputs (Level 2) | Repurchase agreements | ||
Assets—Cash equivalents | ||
Assets | 25,000 | |
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 | |
Significant Unobservable Inputs (Level 3) | ||
Liabilities | ||
Liabilities | 364 | |
Significant Unobservable Inputs (Level 3) | Warrant | ||
Liabilities | ||
Liabilities | $ 364 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Additional Information (Details) $ / shares in Units, $ in Thousands | Jul. 31, 2020shares | Sep. 30, 2020USD ($)shares | Dec. 31, 2019USD ($)Warrant$ / sharesshares |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
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 | 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 | 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 - Schedule of Assumptions Used to Determine the Fair Value of Warrants to Purchase Series B-3 Convertible Preferred Stock (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020$ / shares | Dec. 31, 2019shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value per share of underlying common stock | $ / shares | $ 46.37 | |
Fair value per share of underlying Series B-3 Preferred Stock | shares | 1.40 | |
Series B-3 Convertible Preferred Stock | Risk-free interest rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.31 | 1.73 |
Series B-3 Convertible Preferred Stock | Expected term (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected term (in years) | 5 years | 5 years 6 months |
Series B-3 Convertible Preferred Stock | Expected volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 75.8 | 71.1 |
Series B-3 Convertible Preferred Stock | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | 0 |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities - Summary of Changes in Fair Value of the Level 3 Warrant Liability (Details) - Fair Value Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginining Balance | $ 364 | $ 1,711 |
Change in fair value | 2,597 | (515) |
Ending Balance | 811 | |
Series C1 Preferred Shares | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Net exercise of warrant to purchase shares | $ (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 (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule Of Investment Income Reported Amounts By Category [Line Items] | ||
Amortized Cost | $ 304,481 | |
Gross Unrealized Gains | 21 | |
Gross Unrealized Losses | (8) | |
Estimated Fair Value | 304,494 | $ 0 |
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 | |
Gross Unrealized Gains | 21 | |
Estimated Fair Value | 146,668 | |
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 (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Investments Debt And Equity Securities [Abstract] | ||
Marketable securities | $ 304,494 | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 6,571 | $ 3,258 |
Other non-trade receivables | 1,059 | 56 |
Installment Receivable (Note 16) | 14,131 | |
Prepaid and other current assets | $ 21,761 | $ 3,314 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 13,424 | $ 25,207 |
Less: Accumulated depreciation | (11,752) | (20,105) |
Property and equipment, net | 1,672 | 5,102 |
Computer and office equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,166 | 2,386 |
Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,451 | 2,583 |
Lab equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,028 | 16,377 |
Furniture and fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 377 | 470 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3,402 | $ 3,391 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Net proceeds from Hit Discovery divestiture | $ 2,400 | |||
Depreciation and amortization | $ 300 | $ 600 | $ 1,076 | $ 2,128 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
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 |
Accrued Expenses And Other Liabilities Current Net | $ 26,498 | $ 20,108 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loss Contingencies [Line Items] | |||||||||
Lease term expiration | 2024-01 | ||||||||
Aggregate tenant improvements of the premises | $ 500 | ||||||||
Option to extend lease term | 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 | |||||||
Future minimum rental payments due | 10,282 | 10,282 | |||||||
Operating Leases, Rent Expense | 500 | $ 700 | 1,800 | $ 2,200 | |||||
Cost for guarantees and indemnities | 0 | $ 0 | $ 0 | ||||||
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 (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2020 (excluding the nine months ended September 30, 2020) | $ 745 |
2021 | 3,045 |
2022 | 3,113 |
2023 | 3,182 |
2024 | 197 |
Lessee, Operating Lease, Liability, Due | $ 10,282 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) | 1 Months Ended | 9 Months Ended |
Jan. 31, 2019 | Sep. 30, 2020 | |
Restructuring And Related Activities [Abstract] | ||
Percentage of reduction in head count for cost reduction | 40.00% | |
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 (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring And Related Activities [Abstract] | |||
Beginning Balance | $ 325 | ||
Restructuring costs incurred | $ 545 | 63 | $ 5,620 |
Termination benefits paid | $ (388) | (4,782) | |
Ending Balance | $ 838 | $ 838 |
Redeemable Convertible and Co_3
Redeemable Convertible and Convertible Preferred Stock - Additional Information (Details) - shares | Sep. 30, 2020 | Jun. 23, 2020 | Dec. 31, 2019 |
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 B-3 Convertible Preferred Stock | |||
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 |
Redeemable Convertible and Co_4
Redeemable Convertible and Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) $ in Thousands | Dec. 31, 2019USD ($)shares |
Temporary equity shares authorized | shares | 86,362,798 |
Preferred Stock Issued And Outstanding | shares | 86,062,799 |
Total redeemable convertible preferred stock | $ 138,516 |
Temporary equity liquidation preference | 134,665 |
Common Stock Issuable Upon Conversion | $ 20,349,223 |
Series A Preferred Stock | |
Temporary equity shares authorized | shares | 2,304,815 |
Preferred Stock Issued And Outstanding | shares | 2,304,815 |
Total redeemable convertible preferred stock | $ 4,656 |
Temporary equity liquidation preference | 4,801 |
Common Stock Issuable Upon Conversion | $ 768,195 |
Series B1 Preferred Stock [Member] | |
Temporary equity shares authorized | shares | 14,921,676 |
Preferred Stock Issued And Outstanding | shares | 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 B2 Preferred Stock [Member] | |
Temporary equity shares authorized | shares | 8,790,249 |
Preferred Stock Issued And Outstanding | shares | 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 shares authorized | shares | 299,999 |
Series C1 Preferred Shares | |
Temporary equity shares authorized | shares | 6,452,619 |
Preferred Stock Issued And Outstanding | shares | 6,452,619 |
Total redeemable convertible preferred stock | $ 385 |
Common Stock Issuable Upon Conversion | $ 1,508,503 |
Series D Preferred Stock | |
Temporary equity shares authorized | shares | 53,593,440 |
Preferred Stock Issued And Outstanding | shares | 53,593,440 |
Total redeemable convertible preferred stock | $ 100,296 |
Temporary equity liquidation preference | 100,296 |
Common Stock Issuable Upon Conversion | $ 12,529,125 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - $ / shares | Sep. 30, 2020 | Sep. 23, 2020 | Jun. 23, 2020 | Dec. 31, 2019 |
Common stock shares issued | 41,162,392 | 2,576,484 | 2,250,696 | |
Common stock shares outstanding | 41,096,319 | 2,576,484 | 2,250,696 | |
Common stock shares authorized | 150,000,000 | 138,000,000 | ||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | 0 | |
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |
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 (Details) | 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 |
2020 Employee Stock Option Purchase Plan Future Issuance [Member] | |
Schedule Of Capitalization [Line Items] | |
Common Stock, Capital Stock Reserved for Future Issuance | 367,545 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 23, 2020 | Jun. 17, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 3,177,278 | ||||
Common stock shares authorized | 150,000,000 | 150,000,000 | 138,000,000 | ||
Common stock shares issued | 41,162,392 | 41,162,392 | 2,576,484 | 2,250,696 | |
Common stock shares outstanding | 41,096,319 | 41,096,319 | 2,576,484 | 2,250,696 | |
Common Stock, Capital Stock Reserved for Future Issuance | 7,963,338 | 7,963,338 | |||
Stock Option [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average fair value of options granted (in dollars per share) | $ 6.62 | ||||
Total compensation cost related to stock options not yet recognized | $ 22.1 | $ 22.1 | |||
Weighted-average period of stock options for unrecognized compensation cost to recognize | 3 years 1 month 6 days | ||||
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] | |||||
Common stock shares authorized | 367,545 | 367,545 | |||
Common stock shares outstanding | 367,545 | 367,545 | |||
Percentage of proceeding common stock shares outstanding | 1.00% | 1.00% | |||
Annual increase common stock issuance | 735,090 | ||||
Shares issued under ESPP | 0 | ||||
Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock shares authorized | 0 | 0 | |||
Weighted average fair value of options granted (in dollars per share) | $ 0.2 | ||||
Total compensation cost related to stock options not yet recognized | $ 0.5 | $ 0.5 | |||
Weighted-average period of stock options for unrecognized compensation cost to recognize | 1 year 7 months 6 days | ||||
Common stock vested number of shares | 18,870 | ||||
Restricted stock award, forfeitures, dividends | 18,064 | ||||
Restricted Stock Unit [Member] | 2020 Employee stock purchase plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vested, Shares (in shares) | 0 | ||||
Number of shares forfeited (in shares) | 0 | ||||
Weighted average fair value of options granted (in dollars per share) | $ 44.02 | ||||
Weighted-average period of stock options for unrecognized compensation cost to recognize | 3 years 2 months 12 days | ||||
Restricted stock units, issued | 18,200 | ||||
Restricted stock units, vesting Period | 4 years | ||||
Total compensation cost related to stock options not yet recognized | $ 0.8 | $ 0.8 | |||
Enterprise Junior Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares granted | 0 | ||||
Vested, Shares (in shares) | 63,779 | ||||
Fair value of share options vested | $ 0.4 | ||||
Number of shares forfeited (in shares) | 104,870 | ||||
Stock issued during period, shares, conversion of convertible securities | 2,124,845 | ||||
Common stock shares authorized | 0 | 0 | |||
Common stock shares issued | 0 | 0 | |||
Common stock shares outstanding | 0 | 0 | |||
Enterprise Junior Stock [Member] | 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 [Member] | Vested | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Conversion of stock, shares converted | 2,660,870 | ||||
Enterprise Junior Stock [Member] | Non Vested | |||||
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 Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Shares, Outstanding as of December 31, 2019 | 4,947,106 | 2,091,366 |
Number of shares granted | 3,177,278 | |
Number of Shares, Exercised | (28,547) | |
Number of Shares, Forfeited | (292,991) | |
Number of Shares, Exercisable as of June 30, 2020 | 469,472 | |
Number of Shares, Vested and expected to vest as of June 30, 2020 | 4,947,106 | |
Weighted Average Exercise Price Per share, Outstanding as of December 31, 2019 | $ 8.26 | $ 5.05 |
Weighted Average Exercise Price Per share, Granted | 10.13 | |
Weighted Average Exercise Price Per share, Exercised | 5.05 | |
Weighted Average Exercise Price Per share, Forfeited | 6.03 | |
Weighted Average Exercise Price Per share, Exercisable as of June 30, 2020 | 5.05 | |
Weighted Average Exercise Price Per share, Vested and expected to vest as of June 30, 2020 | $ 8.26 | |
Weighted Average Remaining Contractual Term, Outstanding as of December 31, 2019 | 9 years 3 months 18 days | 9 years 10 months 24 days |
Weighted Average Remaining Contractual Term, Exercisable as of June 30, 2020 | 8 years 9 months 18 days | |
Weighted Average Remaining Contractual Term, Vested and expected to vest as of June 30, 2020 | 9 years 3 months 18 days | |
Aggregate Intrinsic Value, Outstanding as of December 31, 2019 | $ 205,722 | $ 805 |
Aggregate Intrinsic Value, Exercisable as of June 30, 2020 | 21,029 | |
Aggregate Intrinsic Value, Vested and expected to vest as of June 30, 2020 | $ 205,722 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Assumptions to Estimate Fair Value of Stock Options, Presented on a Weighted Average Basis (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk-free interest rate | 0.36% | 1.09% |
Expected term (in years) | 5 years 10 months 24 days | 6 years |
Expected volatility | 76.10% | 74.80% |
Expected dividend yield | 0.00% | 0.00% |
Fair value per share of common stock | $ 40.82 | $ 10.13 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity based compensation expense | $ 2,129 | $ 368 | $ 4,595 | $ 1,629 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity based compensation expense | 659 | 201 | 1,431 | 716 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity based compensation expense | 1,470 | 167 | 3,164 | 913 |
Enterprise Incentive Shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity based compensation expense | $ 368 | $ 1,629 | ||
Enterprise Junior Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity based compensation expense | 365 | |||
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity based compensation expense | 1,919 | 3,984 | ||
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 |
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 (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
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 | |
Add: Effect of dilutive securities | ||
Diluted | 41,088,924 | |
Warrants To Purchase Series B3 Preferred Shares [Member] | ||
Add: Effect of dilutive securities | ||
Warrants to purchase shares of common stock (as converted from warrants to purchase Series B-3 Preferred Stock in connection with the closing of the IPO) | 663 |
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 (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Series A Preferred Shares [Member] | ||||
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 | ||
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 Shares [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 | ||
Restricted Stock Unit [Member] | ||||
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 | ||
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 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | Mar. 27, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Income Tax Disclosure [Line Items] | ||||
Income tax benefit | $ (3,806) | $ (26,529) | $ (1,217) | |
Federal tax anticipated refunds | $ 30,300 | |||
Cares Act [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Percentage of removal on taxable income On non operating losses | 80.00% |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Nov. 30, 2010 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jan. 01, 2019 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Contract asset balances | $ 0 | $ 0 | $ 0 | ||||
Celgene License Agreements | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Payment of license fees | $ 77,500 | ||||||
Payment for transition and transfer | 7,100 | ||||||
Celgene License Agreements | Development Milestones | Maximum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Payment received from milestones | 30,000 | ||||||
Celgene License Agreements | Regulatory Milestones | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Payment received from milestones | 150,000 | ||||||
Celgene License Agreements | Commercial Milestones | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Payment received from milestones | 75,000 | ||||||
Modified Arrangement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Payment for transition and transfer | $ 7,600 | ||||||
Transaction price | $ 232,900 | ||||||
Revenue | $ 3,400 | 0 | $ 93,100 | ||||
Modified Arrangement | Development Milestones | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue | 94,000 | ||||||
Modified Arrangement | FT-1101 Combined PO | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Transaction price | 157,800 | ||||||
Modified Arrangement | USP30 Combined PO | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Transaction price | 75,100 | ||||||
Other Collaboration Agreements | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue | $ 92,000 | ||||||
Revenue | $ 93,100 | ||||||
Other Collaboration Agreements | Stock Options | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue | $ 1,200 | ||||||
Contract term | 10 years |
Collaboration Agreements - Summ
Collaboration Agreements - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Collaboration And License Agreements Disclosure [Abstract] | ||
Deferred revenue, Beginning of Period | $ 1,239 | $ 94,031 |
Deferred revenue, Additions | 2,299 | |
Deferred revenue, Deductions | $ 1,239 | 93,113 |
Deferred revenue, End of Period | 3,217 | |
Deferred revenue, noncurrent, Beginning of Period | 1,266 | |
Deferred revenue, noncurrent, Deductions | 27 | |
Deferred revenue, noncurrent, End of Period | $ 1,239 |
Hit Discovery Divestiture - Add
Hit Discovery Divestiture - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 01, 2021 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Net proceeds from Hit Discovery divestiture | $ 17,500,000 | ||||
Net proceeds from Hit Discovery divestiture | 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 | |
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 | 0 | $ 500,000 | |||
Integral Health [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Net proceeds from Hit Discovery divestiture | 2,500,000 | ||||
Installment receivable | 14,100,000 | 14,100,000 | |||
Interest income | $ 700,000 | $ 1,500,000 | |||
Integral Health [Member] | Subsquent Event | |||||
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 (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Fair Value Cash consideration: | |
Fair Value Cash due at closing | $ 2,961 |
Fair Value Installment Receivable | 12,593 |
Fair Value Non-cash consideration: | |
Fair Value 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 (Details) $ 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 |