Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 01, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Millendo Therapeutics, Inc. | ||
Entity Central Index Key | 0001544227 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 124.4 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 18,266,545 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 62,478 | $ 73,286 |
Short-term restricted cash | 1,034 | 45 |
Marketable securities | 0 | 4,385 |
Prepaid expenses and other current assets | 6,344 | 3,373 |
Refundable tax credit | 1,276 | 2,333 |
Total current assets | 71,132 | 83,422 |
Long-term restricted cash | 0 | 439 |
Operating lease right-of-use assets | 3,331 | |
Other assets | 507 | 213 |
Total assets | 74,970 | 84,074 |
Current liabilities | ||
Current portion of debt | 208 | 189 |
Accounts payable | 1,495 | 1,998 |
Accrued expenses | 9,066 | 7,630 |
Operating lease liabilities - current | 1,751 | |
Total current liabilities | 12,520 | 9,817 |
Debt, net of current portion | 168 | 383 |
Operating lease liabilities | 2,395 | |
Other liabilities | 16 | 752 |
Total liabilities | 15,099 | 10,952 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity | ||
Preferred stock | 0 | 0 |
Common stock | 18 | 13 |
Additional paid-in capital | 267,018 | 234,876 |
Retained Earnings (Accumulated Deficit) | (208,654) | (164,086) |
Accumulated other comprehensive income | 165 | 148 |
Total stockholders’ equity attributable to Millendo Therapeutics, Inc. | 58,547 | 70,951 |
Equity attributable to noncontrolling interests | 1,324 | 2,171 |
Total stockholders’ equity | 59,871 | 73,122 |
Total liabilities and stockholders’ equity | $ 74,970 | $ 84,074 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 18,266,545 | 13,357,999 |
Common stock, shares outstanding (in shares) | 18,266,545 | 13,357,999 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses | ||
Research and development | $ 27,843 | $ 14,425 |
General and administrative | 17,556 | 8,691 |
Other general expenses | 0 | 3,758 |
Loss from operations | 45,399 | 26,874 |
Other expenses | ||
Interest expense (income), net | (1,038) | 134 |
Other loss | 207 | 169 |
Net loss | (44,568) | (27,177) |
Net (income) loss attributable to noncontrolling interest | 0 | (15) |
Net loss attributable to common stockholders | $ (44,568) | $ (27,192) |
Net loss per share of common stock, basic and diluted (in USD per share) | $ (3.25) | $ (17.58) |
Weighted-average shares of common stock outstanding, basic and diluted (in shares) | 13,706,744 | 1,547,051 |
Other comprehensive income | ||
Foreign currency translation adjustment | $ 17 | $ 140 |
Comprehensive loss | $ (44,551) | $ (27,052) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock, Redeemable Noncontrolling Interests and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible preferred stock | Redeemable Noncontrolling Interests | Common Stock | Common StockCommon-1 stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total Stockholders’ (Deficit) attributable to Millendo Therapeutics, Inc. | Total Equity Attributable to Noncontrolling Interests |
Temporary equity, balance at beginning (in shares) at Dec. 31, 2017 | 90,848,515 | |||||||||
Temporary equity, balance at beginning at Dec. 31, 2017 | $ 132,922 | $ 10,584 | ||||||||
Temporary Equity Rollforward | ||||||||||
Conversion of convertible preferred stock into common stock (in shares) | (90,848,515) | |||||||||
Conversion of convertible preferred stock into common stock | $ (132,922) | |||||||||
Repurchase of noncontrolling interest | (10,599) | |||||||||
Net income (loss) | 15 | |||||||||
Temporary equity, balance at end (in shares) at Dec. 31, 2018 | 0 | |||||||||
Temporary equity, balance at end at Dec. 31, 2018 | $ 0 | 0 | ||||||||
Balance at beginning (in shares) at Dec. 31, 2017 | 246,347 | 464,043 | ||||||||
Balance at beginning at Dec. 31, 2017 | $ (128,523) | $ 0 | $ 0 | $ 6,192 | $ (136,894) | $ 8 | $ (130,694) | $ 2,171 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options (in shares) | 0 | |||||||||
Conversion of convertible preferred stock into common stock | $ 132,922 | $ 7 | 132,915 | 132,922 | ||||||
Stock issued (in shares) | 6,759,109 | |||||||||
Reclassification of preferred stock warrant liability | 99 | 99 | 99 | |||||||
Conversion of common-1 stock into common stock (in shares) | 464,043 | (464,043) | ||||||||
Conversion of convertible promissory note into common stock | 7,724 | $ 1 | 7,723 | 7,724 | ||||||
Conversion of convertible promissory note into common stock (in shares) | 499,504 | |||||||||
Private placement of common stock (pre-Merger), net of issuance costs | 20,054 | $ 1 | 20,053 | 20,054 | ||||||
Private placement of common stock (pre-Merger), net of issuance costs (in shares) | 1,320,129 | |||||||||
Record pre-merger OvaScience stockholders' equity and elimination of OvaScience historical accumulated deficit | 37,994 | $ 2 | 37,992 | 37,994 | ||||||
Record pre-merger OvaScience stockholders' equity and elimination of OvaScience historical accumulated deficit (in shares) | 2,388,338 | |||||||||
Private placement of common stock (post-Merger), net of issuance costs | 18,687 | $ 1 | 18,686 | 18,687 | ||||||
Private placement of common stock (post-Merger), net of issuance costs (in shares) | 1,230,158 | |||||||||
Repurchase of redeemable noncontrolling interest | 9,790 | $ 1 | 9,789 | 9,790 | ||||||
Repurchase of redeemable noncontrolling interest (in shares) | 450,371 | |||||||||
Stock-based compensation expense | 1,427 | 1,427 | 1,427 | |||||||
Foreign currency translation adjustment | 140 | 140 | 140 | |||||||
Net income (loss) | (27,192) | (27,192) | (27,192) | |||||||
Balance at end at Dec. 31, 2018 | $ 73,122 | $ 13 | $ 0 | 234,876 | (164,086) | 148 | 70,951 | 2,171 | ||
Balance at end (in shares) at Dec. 31, 2018 | 13,357,999 | 0 | ||||||||
Temporary equity, balance at end (in shares) at Dec. 31, 2019 | 0 | 0 | ||||||||
Temporary equity, balance at end at Dec. 31, 2019 | $ 0 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options | $ 361 | 361 | 361 | |||||||
Exercise of stock options (in shares) | 97,225 | 97,225 | ||||||||
Issuance of common stock to board of directors (in shares) | 1,941 | |||||||||
Issuance of common stock to board of directors | $ 20 | 20 | 20 | |||||||
Issuance of common stock, net of issuance costs (in shares) | 4,791,667 | |||||||||
Issuance of common stock, net of issuance costs | 26,491 | $ 5 | 26,486 | 26,491 | ||||||
Exercise/forfeiture of BSPCE warrants (in shares) | 17,713 | |||||||||
Exercise/forfeiture of BSPCE warrants | 111 | 958 | 958 | (847) | ||||||
Stock-based compensation expense | 4,317 | 4,317 | 4,317 | |||||||
Foreign currency translation adjustment | 17 | 17 | 17 | |||||||
Net income (loss) | (44,568) | (44,568) | (44,568) | |||||||
Balance at end at Dec. 31, 2019 | $ 59,871 | $ 18 | $ 0 | $ 267,018 | $ (208,654) | $ 165 | $ 58,547 | $ 1,324 | ||
Balance at end (in shares) at Dec. 31, 2019 | 18,266,545 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | ||
Net loss | $ (44,568) | $ (27,177) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 97 | 32 |
Stock-based compensation expense | 4,317 | 1,427 |
Write-off of deferred financing costs | 0 | 871 |
Non-cash interest | 0 | 204 |
Amortization of right-of-use asset | 955 | |
Change in fair value of preferred stock warrant liability | 0 | (40) |
Other non-cash items | 30 | 0 |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | (698) | (2,524) |
Other assets | 66 | 0 |
Accounts payable | (469) | 320 |
Accrued expenses and other liabilities | 281 | 3,240 |
Operating lease liabilities | (1,233) | |
Cash used in operating activities | (41,222) | (23,647) |
Investing activities | ||
Purchase of property and equipment | (397) | (36) |
Proceeds from sale of marketable securities | 4,385 | 2,492 |
Net cash paid in Alizé asset purchase | 0 | (524) |
Cash provided by investing activities | 3,988 | 1,932 |
Financing activities | ||
Cash acquired in connection with the Merger | 0 | 33,316 |
Proceeds from convertible promissory notes | 0 | 8,000 |
Repayment of debt and principal on finance lease | (202) | (169) |
Proceeds from the issuance of common stock, net of issuance costs | 26,688 | 0 |
Proceeds from sale of private placement, net of issuance costs | (15) | 38,756 |
Payment of financing costs | 0 | (1,351) |
Purchase of redeemable noncontrolling interest | 0 | (808) |
Proceeds from option and BSPCE warrant exercises | 472 | 0 |
Cash provided by financing activities | 26,943 | 77,744 |
Effect of foreign currency exchange rate changes on cash | 33 | 118 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (10,258) | 56,147 |
Cash, cash equivalents and restricted cash at beginning of period | 73,770 | 17,623 |
Cash, cash equivalents and restricted cash at end of period | 63,512 | 73,770 |
Supplemental disclosure cash flow information | ||
Cash paid for taxes | 0 | 4 |
Supplemental schedule of non-cash investing and financing activities | ||
Conversion of convertible preferred stock into common stock | 0 | 132,922 |
Reclassification of preferred stock warrant liability | 0 | 99 |
Conversion of convertible promissory note into common stock | 0 | 7,724 |
Exchange of noncontrolling interest | 0 | 9,790 |
Financing costs in accounts payable and accrued expenses | 197 | $ 15 |
Right-of-use assets acquired under operating leases | $ 3,414 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Description of Business Millendo Therapeutics, Inc. (the “Company”), a Delaware corporation, together with its subsidiaries, is a late-stage biopharmaceutical company primarily focused on developing novel treatments for orphan endocrine diseases where current therapies do not exist or are insufficient. The Company is currently advancing three product candidates. The Company’s most advanced product candidate, livoletide (AZP-531), is a potential treatment for Prader-Willi syndrome, (“PWS”), a rare and complex genetic endocrine disease usually characterized by hyperphagia, or insatiable hunger. The Company is also developing nevanimibe (ATR-101) as a potential treatment for patients with classic congenital adrenal hyperplasia, (“CAH”), a rare, monogenic adrenal disease that requires lifelong treatment with exogenous cortisol, often at high doses. The Company also has a neurokinin 3-receptor (NK3R) antagonist (MLE-301) in its research and development pipeline, which it plans to develop as a potential treatment of vasomotor symptoms (“VMS”), commonly known as hot flashes and night sweats, in menopausal women. The Company had also been investigating nevanimibe (ATR-101) as a potential treatment for patients with endogenous Cushing's syndrome (“CS”), a rare endocrine disease characterized by excessive cortisol production from the adrenal glands. As a result of slower than anticipated enrollment in its CS Phase 2 clinical trial, the Company elected to discontinue this trial in August 2019, suspend development of nevanimibe for the treatment of CS, and focus its resources on other programs in its research and development pipeline. The Company’s operations to date have focused on conducting preclinical studies and clinical trials, acquiring technology and assets, organization and staffing, business planning, and raising capital. The Company does not have any products approved for sale and has not generated any revenue from product sales. The Company’s product candidates are subject to long development cycles and the Company may be unsuccessful in its efforts to develop, obtain regulatory approval for or market its product candidates. The Company is subject to a number of risks including, but not limited to, the need to obtain adequate additional funding for the ongoing and planned clinical development of its product candidates. Because of the numerous risks and uncertainties associated with pharmaceutical products and development, the Company is unable to accurately predict the timing or amount of funds required to complete development of its product candidates, and costs could exceed the Company’s expectations for a number of reasons, including reasons beyond the Company’s control. Merger with OvaScience In December 2018, OvaScience, Inc., a Delaware corporation (“OvaScience”), now known as Millendo Therapeutics, Inc., completed its merger (the “Merger”) with privately-held Millendo Therapeutics, Inc. (“Private Millendo”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated August 8, 2018, as amended on September 25, 2018 and November 1, 2018 (the “Merger Agreement”), whereby Orion Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of OvaScience (the “Merger Sub”), merged with and into Private Millendo, with Private Millendo continuing as a wholly owned subsidiary of OvaScience. Under the terms of the Merger Agreement, OvaScience issued shares of its common stock to Private Millendo’s stockholders, at an exchange ratio of 0.0744 shares of OvaScience common stock, for each share of Private Millendo common stock outstanding immediately prior to the Merger. OvaScience also assumed all of the stock options outstanding under the Private Millendo 2012 Equity Incentive Plan, as amended (the “Private Millendo Plan”), with such stock options henceforth representing the right to purchase a number of shares of OvaScience’s common stock equal to 0.0744 multiplied by the number of shares of Private Millendo common stock previously represented by such options. The Company’s shares of common stock listed on the Nasdaq Capital Market, previously trading through the close of business on Friday, December 7, 2018 (the “Merger Date”) under the ticker symbol “OVAS,” commenced trading on the Nasdaq Capital Market, under the ticker symbol “MLND,” on Monday, December 10, 2018. See discussions of the transactions in connection with the Merger within Note 3. The Merger was accounted for as a reverse acquisition and recapitalization, with Private Millendo being treated as the accounting acquirer. As such, the results of operations and cash flows prior to the Merger Date, relate to Private Millendo and its subsidiaries. Subsequent to the Merger Date, the information relates to the consolidated entities of Millendo Therapeutics, Inc. All share and per share amounts in the Consolidated Financial Statements and related notes have been retroactively adjusted, where applicable, for all periods presented to give effect to the exchange ratio applied in connection with the Merger. Acquisition of Alizé In December 2017, the Company entered into agreements to acquire 100% of the outstanding ownership interests of Alizé, a privately held biotechnology company based in Lyon, France focused on the development of a treatment for patients with PWS, through its lead product candidate, livoletide. In December 2017, the Company acquired 83.6% of the issued and outstanding share capital of Alizé pursuant to a Share Sale and Contribution Agreement. In December 2018, the Company acquired the remaining 16.4% of Alizé's issued and outstanding share capital from Otonnale SAS, or Otonnale. Liquidity The Company has incurred net losses since inception and it expects to generate losses from operations for the foreseeable future primarily due to research and development costs for its potential product candidates. As of December 31, 2019, the Company had cash, cash equivalents, marketable securities and restricted cash of $63.5 million and an accumulated deficit of $208.7 million. In December 2019, the Company sold a total of 4,791,667 shares of its common stock pursuant to an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and SVB Leerink LLC, as representatives of the several underwriters named therein (the “Underwriters”), for total net proceeds of approximately $26.5 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. The price to the public in this offering was $6.00 per share and resulted in the sale of 4,166,667 shares of the Company's common stock for net proceeds of approximately $23.0 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. In addition, the Underwriters purchased an additional 625,000 shares of the Company's common stock at the public offering price of $6.00 per share pursuant to a purchase option granted to them under the Underwriting Agreement, resulting in net proceeds of approximately $3.5 million, after deducting underwriting discounts and commissions. In April 2019, the Company entered into an “at-the-market” (“ATM”) equity distribution agreement with Citigroup Global Markets Inc. acting as sole agent with an aggregate offering value of up to $50.0 million, which allows the Company to sell its common stock through the facilities of the Nasdaq Capital Market. Subject to the terms of the ATM equity distribution agreement, the Company is able to determine, at its sole discretion, the timing and number of shares to be sold under this ATM facility. In March 2020, the Company amended the equity distribution agreement to include SVB Leerink LLC as an additional sales agent for the ATM. In March 2020, we sold 719,400 shares of our common stock under our ATM equity distribution agreement for estimated net proceeds to us of approximately $5.5 million. The Company will likely require additional capital in the future through equity or debt financings, partnerships, collaborations, or other sources to carry out the Company’s planned development activities and to obtain regulatory approval for or to commercialize its product candidates. If additional capital is not secured when required, the Company may need to delay or curtail its operations until such funding is received. Various internal and external factors will affect whether and when the Company’s product candidates become approved drugs. The regulatory approval and market acceptance of the Company’s proposed future products (if any), length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the drug approval process will materially affect the Company’s financial condition and future operations. The Company believes its cash, cash equivalents, marketable securities and restricted cash at December 31, 2019 are sufficient to fund its current operations, however it will require additional capital to pursue preclinical and clinical activities, regulatory approval and the commercialization of its current and future product candidates. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of presentation and consolidation principles The accompanying Consolidated Financial Statements include the accounts of Millendo Therapeutics, Inc. and its subsidiaries, and all intercompany amounts have been eliminated. The Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Consolidated Financial Statements include the accounts of the Company’s subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. Use of estimates The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the Consolidated Financial Statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, marketable securities and restricted cash. The Company generally invests its cash in deposits with high credit quality financial institutions. Deposits at banks may exceed the insurance provided on such deposits. Additionally, the Company performs periodic evaluations of the relative credit standing of these financial institutions. Cash and cash equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash equivalents as of December 31, 2019 and 2018 consisted of money market funds. Marketable securities The Company classifies its marketable securities as available-for-sale securities and the securities are stated at fair value with realized gains and losses accounted for using the specific identification method. At December 31, 2018, the balance in the Company’s accumulated other comprehensive income included activity related to the Company’s available-for-sale marketable securities. There were no material realized gains or losses recognized on the maturity of available-for-sale securities during the years ended December 31, 2019 and 2018. As a result, the Company did not reclassify any amounts out of accumulated other comprehensive loss for the same periods. There were no marketable securities held as of December 31, 2019. Restricted cash Restricted cash relates to amounts used to secure the Company’s credit card facility balances held on deposit with major financial institutions, to collateralize a letter of credit in the name of the Company’s landlord pursuant to a certain operating lease agreement, and to fund an escrow arrangement in connection with a sublease agreement also pursuant to that same operating lease agreement. The following table provides a reconciliation of the components of cash, cash equivalents, and restricted cash reported in the Company's consolidated balance sheets to the total of the amount presented in the Consolidated Statements of Cash Flows: December 31, 2019 2018 (in thousands) Cash and cash equivalents $ 62,478 $ 73,286 Restricted cash 1,034 45 Long-term restricted cash — 439 Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows $ 63,512 $ 73,770 Refundable tax credit In connection with the acquisition of Alizé (see Note 1), the Company obtained French research tax credits (crédit d’impôt recherche) or (“CIR”). CIR earned are refundable or they can offset French corporate income tax due. Since the French research tax credit can be recovered in cash, the Company has elected to treat this as a grant. During the year ended December 31, 2019 and 2018, the Company recognized a reduction of research and development expenses of $1.2 million and $1.4 million, respectively, and had a research tax credit receivable of $1.3 million and $2.3 million at December 31, 2019 and 2018, respectively. Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires the Company as the lessee to recognize most leases on the balance sheet thereby resulting in the recognition of right-of-use assets and lease obligations for those leases currently classified as operating leases. The Company adopted ASU 2016-02 using a modified retrospective transition approach as of January 1, 2019 and will not restate its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption. The Company has elected to adopt the package of transition practical expedients and, therefore, have not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification for existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized. As a result of the adoption of ASC 842, the Company recognized an operating lease liability of $2.0 million based on the present value of the minimum rental payments of the leases and a corresponding operating lease right-of-use (“ROU”) asset of $0.9 million within the Company’s Consolidated Balance Sheets. The Company’s ROU asset is exclusive of any early lease termination obligations whereby future contractual lease payments exceed estimated sublease income. Under ASC 842, the Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (2) the customer has the right to control the use of the identified asset. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, including the lease term. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Refer to Note 9 for further details. Fair value of financial instruments Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying amounts reflected in the Company’s Consolidated Balance Sheets for cash equivalents, marketable securities, restricted cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to their short term nature. The carrying value of the Company’s debt assumed from Alizé approximates fair value as of December 31, 2019 and 2018. Redeemable noncontrolling interests Redeemable noncontrolling interest represented the 16.4% interest in Alizé that was held by other investors until December 2018. The Company was subject to a put call agreement (see Note 1) with these investors, that was settled in December 2018, resulting in the Company acquiring the remaining issued and outstanding share capital of Alizé in exchange for cash and shares of the Company’s common stock. The exchange ratio of shares was fixed at the amounts determined on the acquisition date. There were no redeemable noncontrolling interests outstanding as of December 31, 2019. Other assets Other assets includes property and equipment and other assets. Property and equipment, less accumulated depreciation, are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives which range from three Deferred offering costs The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds from the applicable financing. If a financing is abandoned, deferred offering costs are expensed. During the year ended December 31, 2018, the Company expensed $0.9 million in offering costs. The expense was recorded as a component of general and administrative expenses. No amounts were expensed during 2019. Research and development expenses Research and development costs are expensed as incurred and consist primarily of personnel expenses, costs of funding research performed by third parties, expenses incurred under agreements with contract manufacturing organizations, payments under third-party licensing agreements, consultant fees and expenses associated with outsourced professional scientific development services, expenses related to regulatory activities and allocated expense for facility costs. Milestone payment obligations incurred prior to regulatory approval of the product, which are accrued when the event requiring payment of the milestone occurs, are included in research and development expenses. Upfront milestone payments made to third parties who perform research and development services on the Company’s behalf are expensed as services are rendered. At the end of each reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the applicable research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. As of December 31, 2019 and 2018, the Company has not made any material adjustments to its prior estimates of accrued research and development expenses. Stock-based compensation The Company measures and recognizes compensation expense for all stock options awarded to employees and nonemployees based on the estimated fair market value of the award on the grant date. The Company uses the Black-Scholes option pricing model to value its stock option awards. The Company recognizes compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Company accounts for forfeitures of stock options as they occur. Stock-based awards issued to nonemployees were revalued at each reporting period until the award vests. October 1, 2018, the Company early adopted ASU 2018-7, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the accounting for share-based payments granted to nonemployees for goods and services. As a result of the adoption, stock-based awards issued to nonemployees are no longer required to be revalued at each reporting period. The adoption of ASU No. 2018-7 did not have a material effect on the Consolidated Financial Statements. Estimating the fair market value of options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. Income taxes The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, applied during the period in which temporary differences are expected to be settled, is reflected in the Company’s financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. As of December 31, 2019 and 2018, the Company has concluded that a full valuation allowance is necessary for all of its net deferred tax assets. The Company had no material amounts recorded for uncertain tax positions, interest or penalties in the accompanying Consolidated Financial Statements. In accordance with guidance issued by Financial Accounting Standards Board (“FASB”), companies should make and disclose a policy election as to whether they will recognize deferred taxes for basis differences expected to reverse as Global Intangible Low-Taxed Income (“GILTI”) or whether they will account for GILTI as period costs if and when incurred. The Company has elected to recognize the resulting tax with respect to the GILTI provision as a period cost. No costs were incurred by the Company through December 31, 2019 as a result of GILTI. Net loss per share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, convertible preferred stock, preferred stock warrants, restricted stock, and stock options, which would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share, the weighted-average number of shares of common stock remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive (amounts shown as common stock equivalents): Year ended December 31, 2019 2018 Stock options 2,498,606 1,764,287 Common stock warrants 17,125 17,125 BSA and BSPCE warrants 95,567 156,719 2,611,298 1,938,131 Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment. Foreign currency Results of foreign operations are translated from their functional currency into U.S. dollars (reporting currency) using average exchange rates in effect during the year, while assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. The resulting translation adjustments are recorded in accumulated other comprehensive loss. Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency are included in income in the period in which the change occurs and reported within other expenses in the consolidated statements of operations and comprehensive loss. Recent accounting pronouncements In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). ASU 2020-01 states any equity security transitioning from the alternative method of accounting under Topic 321 to the equity method, or vice versa, due to an observable transaction will be remeasured immediately before the transition. In addition, the ASU clarifies the accounting for certain non-derivative forward contracts or purchased call options to acquire equity securities stating such instruments will be measured using the fair value principles of Topic 321 before settlement or exercise. The ASU is effective for fiscal years beginning after December 15, 2020, and will be applied on a prospective basis. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intraperiod tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax), which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal years beginning after December 15, 2020, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and related disclosures. In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections - Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates . ASU 2019-07 clarifies or improves the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC's regulations, thereby eliminating redundancies and making the codification easier to apply. ASU 2019-07 became effective upon issuance and the adoption of ASU 2019-07, which is applied prospectively, did not have an impact on the Company's consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . ASU 2018-13 resulted in certain modifications to fair value measurement disclosures, primarily related to level 3 fair value measurements. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and early adoption is permitted. The Company is currently evaluating the potential impact of the adoption of this standard on its disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . ASU 2018-07 is intended to reduce the cost and complexity and to improve financial reporting for non-employee share-based payments. The ASU expands the scope of Topic 718, Compensation-Stock Compensation (which currently only includes share-based payments to employees), to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This update is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. Upon transition, entities will remeasure unsettled liability-classified awards and any unmeasured equity-classified awards for non-employees at fair value as of the adoption date. A cumulative-effect adjustment to retained earnings will be required as of the beginning of the fiscal year of adoption. The Company adopted ASU No. 2018-07 on October 1, 2018, which did not have a material effect on the consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , which amends Income Taxes (Topic 740) b y incorporating the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin 118 (“SAB 118”) issued on December 22, 2017. SAB 118 provide guidance on accounting for the effects of the Tax Act. The Company recognized the income tax effects of the Tax Act in the 2018 Consolidated Financial Statements in accordance with SAB 118. See Note 12 of the consolidated financial statements for additional disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments, which will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. This standard was effective January 1, 2019 and required adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company adopted this standard which did not have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Additionally, ASU 2016-13 requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected through the use of an allowance of expected credit losses. In May 2019, the FASB issued ASU 2019-05, Financial Instruments - Credit Losses (Topic 326) Targeted Transition Relief , which amends ASU 2016-13 by providing entities with an option to irrevocably elect the fair value option to be applied on an instrument-by-instrument basis for eligible financial instruments that are within the scope of Topic 326. The fair value option election does not apply to held-to-maturity debt securities. In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) , which finalized effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses, leases, and hedging standards. Also in November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses , which provides clarity about certain aspects of the amendments in ASU 2016-13. ASU 2016-13, as amended, is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and requires a modified retrospective approach. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and related disclosures. In January 2016, the FASB issued authoritative guidance under ASU 2016-1, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-1 revises the classification, measurement and disclosure of investments in equity securities. The Company adopted this standard effective January 1, 2018. The adoption of ASU 2016-1 did not have an impact on the Company’s consolidated financial statements. Subsequent events Subsequent events were evaluated through the filing date of this Annual Report. |
OvaScience Merger
OvaScience Merger | 12 Months Ended |
Dec. 31, 2019 | |
OvaScience Merger | |
OvaScience Merger | 3. OvaScience Merger As described in Note 1, Private Millendo merged with the Company in December 2018. The Merger was accounted for as a reverse recapitalization with Private Millendo as the accounting acquirer. The primary pre-combination assets of OvaScience was cash, cash equivalents and marketable securities. Under reverse recapitalization accounting, the assets and liabilities of OvaScience were recorded at their fair value which approximated book value due to the short-term nature of the instruments. No goodwill or intangible assets were recognized. Consequently, the Consolidated Financial Statements of Millendo reflect the operations of OvaScience for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. As part of the reverse recapitalization, the Company obtained approximately $40.2 million of cash and marketable securities. The Company also obtained prepaids and other assets of $1.3 million and assumed payables and accruals of approximately $3.5 million, which includes a $1.4 million lease termination liability. All of the development programs have been terminated and were deemed to have no value at the transaction date and the Company is winding down the legacy OvaScience operations. Additionally, the Company incurred approximately $1.8 million in severance costs as a result of resignations of executive officers immediately prior to the Merger and approximately $43,000 in share based compensation expense as a result of the acceleration of vesting of stock options at the time of Merger. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2019 | |
Marketable Securities [Abstract] | |
Marketable Securities | Marketable Securities The following summarizes the available-for-sale securities held as of December 31, 2018 (amounts in thousands): December 31, 2018 Amortized cost Unrealized gains Unrealized losses Fair value U.S. government agency $ 2,994 $ — $ — $ 2,994 Corporate debt securities $ 1,391 $ — $ — $ 1,391 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis (amounts in thousands): December 31, 2019 (Level 1) (Level 2) (Level 3) Assets Money market funds (included in cash and cash equivalents) $ 59,382 $ — $ — Marketable securities - U.S. government agency $ — $ — $ — Marketable securities - Corporate debt securities $ — $ — $ — December 31, 2018 (Level 1) (Level 2) (Level 3) Assets Money market funds (included in cash and cash equivalents) $ 25,145 $ — $ — Marketable securities - U.S. government agency $ — $ 2,994 $ — Marketable securities - Corporate debt securities $ — $ 1,391 $ — The fair value of the Company's marketable securities is estimated using observable market-based inputs such as quoted prices, interest rates and yield curves or Level 2 inputs. The Company’s preferred stock warrants were classified as liabilities, recorded at fair value and subject to re-measurement at each balance sheet date until they were converted into common stock warrants in connection with the completion of the Merger. The common stock warrants are equity classified as of the Merger date and are no longer subject to remeasurement. The reconciliation of the preferred stock warrant liability measured at fair value, until the reclassification into equity at the time of the Merger, on a recurring basis using significant unobservable inputs (Level 3) was as follows (amounts in thousands): Preferred stock Balance at January 1, 2018 $ 139 Additions (40) Change in fair value (99) Balance at December 31, 2018 $ — The Series A and Series B preferred stock warrant liabilities were estimated using an option pricing model. The significant assumptions used in valuing the warrants include expected term, expected volatility, risk-free interest rate and expected dividend yield. As of Merger date, immediately prior to reclassifying the warrants to equity, the significant weighted-average assumptions were as follows: Year ended 2018 Expected term (in years) 1.75 Expected volatility 71 % Risk free rate 2.58 % Dividend yield — % |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | . Accrued Expenses Accrued expenses consist of (amounts in thousands): December 31, 2019 2018 Compensation and related benefits $ 2,042 $ 3,537 Professional fees 2,929 1,140 Preclinical and clinical costs 1,820 1,811 Lease termination — 630 Insurance premiums 1,423 — Other 852 512 Total $ 9,066 $ 7,630 In connection with the adoption of ASC 842, the new leasing standard, on January 1, 2019, the lease termination balance as of December 31, 2018 was reclassified into the Company's operating lease liability. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | . Debt Bpifrance Reimbursable Advance In December 2017, in connection with its acquisition of Alizé (see Note 1), the Company assumed €0.7 million of debt that Alizé had outstanding with Bpifrance Financing (“Bpifrance”). The original advance amount of €0.8 million (“the Bpifrance Advance”) was provided to Alizé as an innovation aid that required Alizé to carry out certain activities related to its livoletide clinical development program and incur a certain level of program expenditures. No interest is charged or accrued under the advance. The Company is required to make quarterly principal payments, which began in December 2016 and continue through September 2021. The quarterly principal payments escalate over the repayment period beginning with €17,500 per quarter and increasing to €50,000 through maturity. In addition to the quarterly payments, the Company could be obligated to pay on an accelerated basis the principal payments, if applicable, no later than March 31st of each year starting from January 1, 2016, a reimbursement annuity equal to 20% of the proceeds generated by the Company from license, assignment or use of the livoletide. Under no circumstance would the Company be required to reimburse to Bpifrance principal amounts greater than the original advance it received. The Company is permitted to repay the Bpifrance Advance at any time, at which point it would be released from all commitments and obligations under the Bpifrance Advance agreement. The Bpifrance Advance Agreement does not contain any ongoing financial covenants. At December 31, 2019, the balance outstanding was $0.4 million (€0.3 million). Convertible promissory notes |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2019 | |
License agreements | |
License Agreements | . License Agreements University of Michigan License Agreement In June 2013, the Company entered into a license agreement with the Regents of the University of Michigan (the “University of Michigan”) for a worldwide, exclusive, sublicensable license to the University of Michigan’s interest in certain patent rights jointly owned with the Company, covering the use of ATR-101 for the treatment of certain indications (the “UM License Agreement”). The Company is obligated to make payments to the University of Michigan totaling up to $2.5 million upon the achievement of certain development and commercial milestones. No amounts were paid in 2018 or 2019 related to the achievement of development or commercial milestones. During the year ended December 31, 2019, $0.1 million was paid in order to extend the milestone achievement date of certain development milestones. The Company is also required to pay the University of Michigan a low-single digit royalty percentage on net sales of applicable products, if any. In addition, $20,000 in annual minimum royalties are due under the UM License Agreement for each of 2020 through 2023. Further, beginning in 2024, the Company is required to pay an annual fee of $0.2 million which is creditable against royalties due, if any, until the expiration or termination of the UM License Agreement. Assignment agreement with Erasmus University Medical Center and the University of Turin In connection with its acquisition of Alizé, the Company assumed Alizé’s obligations under an assignment agreement with Erasmus University Medical Center, the University of Turin and certain individuals (collectively “the Assignors”), for certain patents and patent applications relating to livoletide. In connection with the assignment, the Company agreed to pay the Assignors a flat, low single digit royalty on net commercial sales of products containing livoletide that are covered by the claims of the assigned intellectual property. Further, upon approval of livoletide by the FDA or EMA, the Company is required to pay the Assignors CDN $100,000, which amount will be deducted from any future royalty payments due to the Assignors. The Company also agreed to pay the Assignors a low single digit percentage of any amounts received in connection with its license of the assigned intellectual property or products containing livoletide that are covered by the claims of the assigned intellectual property. License Agreement with Roche On October 16, 2018, the Company entered into a license agreement with F. Hoffmann-La Roche Ltd and Hoffman-La Roche Inc. (collectively, “Roche”), for a worldwide, exclusive license to Roche's interest in certain patent rights and know-how covering, among other things, the use of a neurokinin 3 receptor antagonist (the "Roche License Agreement"). As consideration for the rights granted to the Company under the Roche License Agreement, the Company agreed to pay Roche an up-front payment. Under the terms of the Roche License Agreement, the Company is also obligated to make significant milestone and royalty payments in connection with the attainment of certain development steps and the sale of resulting products with respect to the neurokinin 3 receptor antagonist. In addition, the Company is required to share a portion of any net proceeds received in connection with certain agreements that it may enter into with third parties to develop and commercialize the neurokinin 3 receptor antagonist. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating leases The Company has noncancelable operating leases for office and laboratory space which have remaining lease terms between one the Company entered into a lease agreement for office space in Lexington, Massachusetts to expand its operations. Lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants. As of December 31, 2019, the operating lease ROU asset and the operating lease liabilities were $3.3 million and $4.1 million, respectively. The weighted average discount rate used to account for the Company's operating leases under ASC 842 is the Company’s estimated incremental borrowing rate of 7.0%. The Company has options to extend certain of its leases for another five Rent expense related to the Company's operating leases was approximately $0.7 million and $0.2 million for the years ended December 31, 2019 and 2018, respectively. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not yet paid. Cash paid for amounts included in the measurement of the lease liabilities was approximately $1.5 million during the year ended December 31, 2019. The Company received approximately $0.3 million in sublease payments related to its Waltham, Massachusetts lease during the year ended December 31, 2019. Future minimum rental payments under the Company’s noncancelable operating leases at December 31, 2019 is as follows (amounts in thousands): Year Ending December 31, 2020 $ 1,803 2021 805 2022 828 2023 851 2024 347 Thereafter 45 Total $ 4,679 Present Value Adjustment (533) Lease liability at December 31, 2019 $ 4,146 Employment benefit plan The Company maintains a defined contribution 401(k) plan in which employees may contribute up to 100% of their salary and bonus, subject to statutory maximum contribution amounts. The Company contributes a safe harbor minimum contribution equivalent to 3% of employees’ compensation. The Company generally assumes all administrative costs of the plan. For the years ended December 31, 2019 and 2018, the expense relating to the contributions made was $0.2 million and $0.1 million, respectively. Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. On November 9, 2016, a purported shareholder derivative action was filed in the Business Litigation Session of the Suffolk County Superior Court in the Commonwealth of Massachusetts ( Cima v. Dipp , No. 16-3443-BLS1 (Mass. Sup. Ct.)) against certain former officers and directors of OvaScience and one current director of the Company (a former director of OvaScience) and OvaScience as a nominal defendant alleging breaches of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and corporate waste for purported actions related to OvaScience’s January 2015 follow-on public offering. On February 22, 2017, the court approved the parties’ joint stipulation to stay all proceedings in the action until further notice. Following a status conference in December 2017, the stay was lifted. On January 25, 2018, at the parties’ request, the court entered a second order staying all proceedings in the action until further order of the court. On March 2, 2020, the parties submitted a status report requesting that the Court continue the stay. The Company believes that the complaint is without merit and intends to defend against the litigation. There can be no assurance, however, that the Company will be successful. At present, the Company is unable to estimate potential losses, if any, related to the lawsuit. On March 24, 2017, a purported shareholder class action lawsuit was filed in the U.S. District Court for the District of Massachusetts ( Dahhan v. OvaScience, Inc. , No. 1:17-cv-10511-IT (D. Mass.)) against OvaScience and certain former officers and directors of OvaScience alleging violations of Sections 10(b) and 20(a) of the Exchange Act (the "Dahhan Action"). On July 5, 2017, the court entered an order approving the appointment of Freedman Family Investments LLC as lead plaintiff, the firm of Robins Geller Rudman & Dowd LLP as lead counsel and the Law Office of Alan L. Kovacs as local counsel. Plaintiff filed an amended complaint on August 25, 2017. The Company filed a motion to dismiss the amended complaint, which the court denied on July 31, 2018. On August 14, 2018, the Company answered the amended complaint. On December 9, 2019, the Court granted leave for plaintiff to file a second amended complaint under seal and permitted defendants to file a motion to strike the second amended complaint. On December 30, 2019, the Court granted the parties’ joint motion to stay all proceedings in the case pending mediation. On March 3, 2020, the parties conducted a mediation session. As the mediation was unsuccessful, the parties are resuming discovery. The Company believes that the amended complaint and the second amended complaint are without merit and intends to defend against the litigation. There can be no assurance, however, that the Company will be successful. A resolution of this lawsuit adverse to the Company or the other defendants could have a material effect on the Company’s consolidated financial position and results of operations. At present, the Company is unable to estimate potential losses, if any, related to the lawsuit. On July 27, 2017, a purported shareholder derivative complaint was filed in the U.S. District Court for the District of Massachusetts ( Chiu v. Dipp , No. 1:17-cv-11382-IT (D. Mass.)) against OvaScience, as a nominal defendant, certain former officers and directors of OvaScience and one current director of the Company (a former director of OvaScience) alleging breach of fiduciary duty, unjust enrichment and violations of Section 14(a) of the Exchange Act alleging that compensation awarded to the director defendants was excessive and seeking redress for purported actions related to OvaScience’s January 2015 follow-on public offering and other public statements. On September 26, 2017, the plaintiff filed an amended complaint which eliminated all claims regarding allegedly excessive director pay and additionally alleged claims of abuse of control and corporate waste. On October 27, 2017, the defendants filed a motion to dismiss the amended complaint. The court heard oral argument on the motion to dismiss on April 5, 2018. On April 13, 2018, the court granted the defendants’ motion to dismiss the amended complaint for failure to state a claim for relief under Section 14(a). The court also dismissed the plaintiffs’ pendent state law claims without prejudice, based on lack of subject matter jurisdiction. On April 25, 2018, the plaintiffs moved for leave to amend the complaint, and to stay this case pending the outcome of the Dahhan Action. The Company does not believe that the proposed amended complaint cures the defects in the current complaint, but informed plaintiffs’ counsel that, in the interest of judicial economy, defendants would not oppose the proposed amendment if the court would consider staying the case pending the resolution of the Dahhan Action. On April 27, 2018, the court granted the plaintiffs’ motion for leave to amend the complaint and for a stay. On April 30, 2018, the plaintiffs filed their second amended complaint. On May 23, 2018, the court entered an order staying this case pending the resolution of the Dahhan Action. The Company believes that the complaint is without merit and intends to defend against the litigation. There can be no assurance, however, that the Company will be successful. At present, the Company is unable to estimate potential losses, if any, related to the lawsuit. In addition to the matters described above, the Company may be a party to litigation and subject to claims incident to the ordinary course of business from time to time. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, and diversion of management resources. |
Common Stock and Convertible Pr
Common Stock and Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Common Stock and Convertible Preferred Stock | 10. Common Stock and Convertible Preferred Stock Common stock In December 2019, the Company sold a total of 4,791,667 shares of its common stock pursuant to the Underwriting Agreement with the Underwriters, for total net proceeds of approximately $26.5 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. The price to the public in this offering was $6.00 per share and resulted in the sale of 4,166,667 shares of the Company's common stock for net proceeds of approximately $23.0 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. In addition, the Underwriters purchased an additional 625,000 shares of the Company's common stock at the public offering price of $6.00 per share pursuant to a purchase option granted to them under the Underwriting Agreement, resulting in net proceeds of approximately $3.5 million, after deducting underwriting discounts and commissions. Upon completion of the Merger in December 2018, the Company issued shares of its common stock to Private Millendo’s stockholders, at an exchange ratio of 0.0744 shares of the Company’s common stock, for each share of Private Millendo common stock outstanding immediately prior to the Merger. In addition, the Company sold 1,230,158 shares of common stock at $16.26 per share and received $18.7 million in net proceeds. Concurrent with the Merger, the Company issued 499,504 shares upon conversion of the promissory notes (see Note 7). In connection with the acquisition of the remaining 16.4% of Alizé, the Company issued 450,371 shares of its common-1 stock. Upon consummation of the Merger, the common-1 shares were converted into common stock on a 1:1 basis. During the year ended December 31, 2019, stock options were exercised for 97,225 shares of common stock. During the year ended December 31, 2018, the Company issued no shares of common stock in connection with the exercise of stock options. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Subject to preferences that may apply to any outstanding preferred stock, holders of common stock are entitled to receive ratably any dividends that the Company’s board of directors may declare out of funds legally available for that purpose on a non-cumulative basis. No dividends had been declared through December 31, 2019. Convertible preferred stock In connection with the Alizé acquisition, the Company issued 6,540,763 and 20,636,179 shares of its Series A-1 and Series B-1 preferred stock, respectively. No shares were issued and outstanding as of December 31, 2019. The Company had Series A, Series A-1, Series B and Series B-1 convertible preferred stock, that were classified outside of stockholders’ equity (deficit) because the shares contain deemed liquidation rights that were contingent redemption features not solely within the control of the Company. As a result, all of the Company’s convertible preferred stock was classified as temporary equity. Upon completion of the Merger in December 2018, all of the outstanding shares of the Company's convertible preferred stock were converted into an aggregate of 6,759,109 shares of common stock. As of December 31, 2019, no preferred stock was issued or outstanding. Dividends The holders of Series B and Series B-1 preferred stock, in preference to holders of any other class or series of the Company’s stock, were entitled to non-cumulative dividends at a rate of 8.0%, if and when declared by the Company’s board of directors. After payment to the holders of the Series B and Series B-1 preferred stock, the holders of Series A and Series A-1 preferred stock, in preference to holders of any other class or series of the Company’s stock, were entitled to non-cumulative dividends at a rate of 8.0%, if and when declared by the Company’s board of directors. In the event a dividend was declared to common stockholders, holders of Series A, Series A-1, Series B and Series B-1 preferred stock would also receive an equivalent dividend on an “as-converted” basis. No dividends were declared or paid during the years ended December 31, 2019 and 2018. Voting The holders of Series A, Series A-1, Series B and Series B-1 preferred stock were entitled to one vote for each share of common stock into which their shares of preferred stock may have converted and, subject to certain preferred stock class votes specified in the Company’s certificate of incorporation or as required by law, the holders of the preferred stock and common stock voted together on an as-converted basis. Liquidation preference In the event of a liquidation, dissolution or winding up of the Company, either voluntary or involuntary, or in the event of a deemed liquidation event, which includes a sale of the Company as defined in the Company’s articles of incorporation, holders of Series A, Series A-1, Series B, and B-1 preferred stock are entitled to receive, in preference to all other stockholders, an amount equal to their original investment amount plus any declared and unpaid dividends. If upon the occurrence of such event, the assets and funds available for distribution are insufficient to pay such holders the full amount to which they are entitled, then the entire assets and funds legally available for distribution shall be distributed ratably among the holders of the Series B and Series B-1 preferred stock in proportion to the full amounts to which they would otherwise be entitled. After payment in full of the liquidation preference of the Series B and Series B-1 preferred stock, holders of Series A and Series A-1 preferred stock are entitled to receive, in preference to all holders of common stock, an amount equal to their original investment amount plus any declared and unpaid dividends. If upon the occurrence of such event, the assets and funds available for distribution are insufficient to pay such holders the full amount to which they are entitled, then the entire remaining assets and funds legally available for distribution shall be distributed ratably among the holders of the Series A and Series A-1 preferred stock in proportion to the full amounts to which they would otherwise be entitled. After payment of the liquidation preference on shares of Series A, Series A-1, Series B, and Series B-1 preferred stock has been made, any remaining assets shall be distributed ratably to common and preferred stockholders, on an as converted basis, until such time as each holder of preferred stock has received an aggregate amount per share equal to three times the original issue price of such share. Thereafter, the remaining assets of the company available for distribution shall be distributed ratably to holders of common stock. Conversion Each share of Series A, Series A-1, Series B, and Series B-1 preferred stock was convertible into common stock at any time at the option of the holder thereof at the conversion price then in effect. All shares of Series A, Series A-1, Series B and Series B-1 preferred stock were convertible into common stock at the affirmative election of the holders of at least a majority of the outstanding shares of preferred stock at the conversion price then in effect. The conversion price for the Series A and Series A-1 preferred stock was $1.00 and the conversion price for the Series B and Series B-1 preferred stock was $1.49776 (each subject to adjustments upon the occurrence of certain dilutive events). Upon any automatic conversion, any declared and unpaid dividends would be payable to the holders of preferred stock. Convertible preferred stock warrants Prior to completing the Merger in December 2018, the Company had issued warrants to purchase up to 110,000 shares of Series A preferred stock (Series A warrants) and up to 120,179 shares of Series B preferred stock (Series B warrants). The Series A warrants and Series B warrants expire in April 2024 and July 2026, respectively. The warrants were liability classified because they were exercisable for contingently redeemable preferred stock, and the value of the warrants were remeasured at each reporting period (see Note 5). Upon completion of the Merger, the warrants automatically converted into warrants for common stock. As of December 31, 2019, there were 17,125 common stock warrants outstanding with a weighted average exercise price of $16.93 per share. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation On June 11, 2019, the Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) and the Company’s 2019 Employee Stock Purchase Plan (the “2019 ESPP,” and together with the 2019 Plan, the “Plans”). The 2019 Plan is the successor to the Private Millendo 2012 Stock Plan and the OvaScience 2012 Stock Incentive Plan (each, as amended, the “Prior Plans”) and allows the Company to grant stock options, restricted stock unit awards and other awards at levels determined appropriate by the Company’s Board of Directors (the “Board”) or the Compensation Committee of the Board. No additional awards will be granted under either of the Prior Plans. The 2019 ESPP enables employees to purchase shares of the Company’s common stock through offerings of rights to purchase the Company’s common stock to all eligible employees. The Plans were adopted by the Board on April 29, 2019, subject to approval by the Company’s stockholders, and became effective with such stockholder approval on June 11, 2019. Outstanding awards under the Prior Plans continue to be subject to the terms and conditions of the Prior Plans. The aggregate number of shares of the Company's common stock initially reserved for issuance under the 2019 Plan was 2,919,872 shares, which is the sum of (i) 534,320 new shares, (ii) the number of unallocated shares remaining available for grant under the Prior Plans as of the effective date of the 2019 Plan, and (iii) the Prior Plans' Returning Shares (as defined below), as such shares become available from time to time. The number of shares of the Company's common stock reserved for issuance under the 2019 Plan will automatically increase on January 1 of each year, for a period of ten years, from January 1, 2020 continuing through January 1, 2029, by 4% of the total number of shares of the Company's common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Board. The term "Prior Plans' Returning Shares" refers to the following shares of the Company's common stock subject to any outstanding stock award granted under either of the Prior Plans: shares of common stock subject to awards that (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company; or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award. The foregoing includes shares subject to outstanding awards under the OvaScience 2011 Stock Incentive Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right. The following shares of the Company's common stock (collectively, the "2019 Plan Returning Shares") will also become available again for issuance under the 2019 Plan: (i) any shares subject to a stock award that are not issued because such stock award expires or otherwise terminates without all of the shares covered by such stock award having been issued; (ii) any shares subject to a stock award that are not issued because such stock award is settled in cash; (iii) any shares issued pursuant to a stock award that are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares; and (iv) any shares reacquired by the Company in satisfaction of tax withholding obligations on a stock award or as consideration for the exercise or purchase price of a stock award. The aggregate number of shares of the Company's common stock that may be issued under the 2019 ESPP is 133,580 shares, plus the number of shares of the Company's common stock that are automatically added on January 1st of each year, for a period of up to ten years, from January 1, 2020 continuing through January 1, 2029, by 1% of the total number of shares of the Company's common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Board. The Company measures employee and nonemployee stock-based awards at grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the award. Stock-based awards issued to nonemployees are revalued until the award vests. The Company recorded stock-based compensation expense in the following expense categories of its accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2019 and 2018 (amounts in thousands): Year Ended 2019 2018 Research and development $ 1,299 $ 606 General and administrative 3,018 821 Total $ 4,317 $ 1,427 Options issued may have a contractual life of up to 10 years and may be exercisable in cash or as otherwise determined by the board of directors. Vesting generally occurs over a period of not greater than four years. The following table summarizes the activity related to stock option grants to employees and nonemployees for the years ended December 31, 2019 and 2018: Shares Weighted-average exercise price share Weighted-average remaining contractual life (years) Outstanding at January 1, 2018 703,479 $ 4.91 7.8 Options assumed from OvaScience Merger 423,316 78.70 Granted 776,140 15.82 Cancelled (72,049) 16.40 Forfeited (66,599) 8.54 Outstanding at December 31, 2018 1,764,287 26.81 8.0 Granted 1,225,901 9.73 Exercised (97,225) 3.71 Forfeited (394,357) 40.42 Outstanding at December 31, 2019 2,498,606 $ 17.18 7.7 Vested and exercisable at December 31, 2019 984,264 $ 26.42 5.6 Vested and expected to vest at December 31, 2019 2,498,606 $ 17.18 7.7 As of December 31, 2019, the unrecognized compensation cost related to 1,514,342 unvested stock options expected to vest was $9.2 million. This unrecognized compensation will be recognized over an estimated weighted-average amortization period of 2.8 years. The aggregate intrinsic value of options exercised during the year ended December 31, 2019 was $0.7 million. There were no options exercised during the year ended December 31, 2018. The aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2019 was $1.2 million and $1.2 million, respectively. The options granted during the years ended December 31, 2019 and 2018, had an estimated weighted average grant date fair value of $6.74 and $9.72, respectively. The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options during the years ended December 31, 2019 and 2018 was determined using the methods and assumptions discussed below. • The expected term of employee options with service-based vesting is determined using the “simplified” method, as prescribed in SEC’s Staff Accounting Bulletin (“SAB”) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of nonemployee options is equal to the contractual term. • The expected volatility is based on historical volatilities of similar entities within the Company’s industry which were commensurate with the expected term assumption as described in SAB No. 107. • The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. • The expected dividend yield is 0% because the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend on its common stock. • Prior to the Merger, the Company’s common stock was not publicly traded. The Company’s board of directors periodically estimated the fair value of the Company’s common stock considering, among other things, contemporaneous valuations of its common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Following the Merger, the fair market value of the Company’s common stock is determined based on the closing price of its common stock on the Nasdaq Capital Market. The grant date fair value of each option grant was estimated throughout the year using the Black-Scholes option-pricing model using the following assumptions for the Plan: Year Ended, Year Ended, 2019 2018 Expected term (in years) 6.02 6.08 Expected volatility 80 % 66 % Risk-free interest rate 2.22 % 2.77 % Expected dividend yield 0 % 0 % Fair market value of common stock $ 9.73 $ 15.82 At the time of the Alizé acquisition, Alizé had 6,219 non-employee (BSA) warrants and 5,360 employee (BSPCE) warrants outstanding, which have weighted-average exercise prices of €80.06 and €83.40, respectively. As of December 31, 2019, all BSAs and BSPCEs were vested. During the year ended December 31, 2019, 1,310 BSPCE warrants were exercised resulting in the issuance of 17,713 shares of the Company's common stock. In addition, during the year ended December 31, 2019, a total of 3,210 BSA and BSPCE warrants were forfeited. As of December 31, 2019, there were an aggregate of 95,567 shares of common stock issuable upon the exercise of the warrants with a weighted-average exercise price of $6.80 per share. These instruments are included in the equity attributable to noncontrolling interests. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes As of December 31, 2019 and 2018, the Company had approximately $298.6 million and $249.6 million of federal net operating loss carryforwards and $13.6 million and $12.2 million of research tax credit carryforwards, respectively. The net operating loss carryforwards and research tax credit carryforwards begin to expire in 2031 and 2029, respectively. As of December 31, 2019 and 2018, the Company had foreign net operating loss carryforwards of approximately $99.3 million and $105.0 million, respectively. As of December 31, 2019 and 2018, the Company had state net operating losses of $262.5 million and $249.2 million, respectively. Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) provides for limitation on the use of net operating loss and research and development tax credit carryforwards following certain ownership changes (as defined in Code) that could limit the Company's ability to utilize these carryforwards. Pursuant to Section 382 of the Code, an ownership change occurs when the stock ownership of a 5% stockholder increases by more than 50% over a three-year testing period. The Company may have experienced various ownership changes, as defined by the Code, as a result of past financing and may in the future experience an ownership change. Accordingly, the Company's ability to utilize the aforementioned carryforwards may be limited. Additionally, U.S. tax laws limit the time during which these carryfowards may be applied against future taxes. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provided guidance on accounting for the federal tax rate change and other tax effects of the Tax Cuts and Jobs Act (the “Tax Act”). SAB 118 provided a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740, Income Taxes . In connection with the Company’s adoption of the Tax Act and in consideration of SAB 118, there were no material adjustments made to the provisional amounts recognized in 2018 in connection with the enactment of the Tax Act. The accounting for the income tax effects of the Tax Act is complete as of December 31, 2018. The components of the net deferred income tax asset as of December 31, 2019 and 2018 are as follows (amounts in thousands): December 31, 2019 2018 Deferred taxes: Net operating loss carryforwards $ 96,378 $ 87,446 Research and development credit carryforwards 13,404 12,196 Stock-based compensation 4,107 5,209 Accruals 414 1,233 Right-of-use asset (742) — Lease liability 934 — Capitalized start-up costs 855 1,031 Other 10 936 Gross deferred tax asset 115,360 108,051 Less: valuation allowance (115,360) (108,051) Net deferred tax asset $ — $ — In assessing the realizability of deferred tax assets, the Company considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible. After consideration of all the evidence, both positive and negative, the Company has recorded a full valuation allowance against its net deferred tax assets as of December 31, 2019 because the Company has determined that is it more likely than not that these assets will not be fully realized due to historic net operating losses incurred. The valuation allowance increased by $7.3 million during the year ended December 31, 2019, primarily due to the generation of net operating losses and credit carryforwards during 2019. The Company does not have unrecognized tax benefits as of December 31, 2019 and 2018, respectively. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. A reconciliation of income tax expense (benefit) at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: December 31, 2019 2018 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 2.4 % 4.1 % Permanent differences (1.0) % (4.1) % Rate change (8.7) % (3.3) % Research and development credit benefit 2.7 % 5.0 % Change in valuation allowance (16.4) % (22.7) % Effective income tax rate — % — % |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions During the year ended December 31, 2018, the Company received $8 million upon issuing convertible promissory notes to several of its existing preferred stock investors. The notes were converted in December 2018 in connection with the Merger. The Company also received gross proceeds of $21.5 million from those same investors from the sale of common stock immediately prior to the Merger. As discussed in Note 1, the Company sold shares of its common stock in December 2019. Roche invested in the Company's December 2019 financing. One of the Company's Board members is affiliated with Roche. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation principles | Basis of presentation and consolidation principles The accompanying Consolidated Financial Statements include the accounts of Millendo Therapeutics, Inc. and its subsidiaries, and all intercompany amounts have been eliminated. The Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Consolidated Financial Statements include the accounts of the Company’s subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. |
Use of estimates | Use of estimates The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the Consolidated Financial Statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, marketable securities and restricted cash. The Company generally invests its cash in deposits with high credit quality financial institutions. Deposits at banks may exceed the insurance provided on such deposits. Additionally, the Company performs periodic evaluations of the relative credit standing of these financial institutions. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash equivalents as of December 31, 2019 and 2018 consisted of money market funds. |
Marketable securities | Marketable securities The Company classifies its marketable securities as available-for-sale securities and the securities are stated at fair value with realized gains and losses accounted for using the specific identification method. At December 31, 2018, the balance in the Company’s accumulated other comprehensive income included activity related to the Company’s available-for-sale marketable securities. There were no material realized gains or losses recognized on the maturity of available-for-sale securities during the years ended December 31, 2019 and 2018. As a result, the Company did not reclassify any amounts out of accumulated other comprehensive loss for the same periods. There were no marketable securities held as of December 31, 2019. |
Restricted cash | Restricted cashRestricted cash relates to amounts used to secure the Company’s credit card facility balances held on deposit with major financial institutions, to collateralize a letter of credit in the name of the Company’s landlord pursuant to a certain operating lease agreement, and to fund an escrow arrangement in connection with a sublease agreement also pursuant to that same operating lease agreement. |
Refundable tax credit | Refundable tax credit In connection with the acquisition of Alizé (see Note 1), the Company obtained French research tax credits (crédit d’impôt recherche) or (“CIR”). CIR earned are refundable or they can offset French corporate income tax due. Since the French research |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires the Company as the lessee to recognize most leases on the balance sheet thereby resulting in the recognition of right-of-use assets and lease obligations for those leases currently classified as operating leases. The Company adopted ASU 2016-02 using a modified retrospective transition approach as of January 1, 2019 and will not restate its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption. The Company has elected to adopt the package of transition practical expedients and, therefore, have not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification for existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized. As a result of the adoption of ASC 842, the Company recognized an operating lease liability of $2.0 million based on the present value of the minimum rental payments of the leases and a corresponding operating lease right-of-use (“ROU”) asset of $0.9 million within the Company’s Consolidated Balance Sheets. The Company’s ROU asset is exclusive of any early lease termination obligations whereby future contractual lease payments exceed estimated sublease income. Under ASC 842, the Company determines if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property, plant, and equipment), and (2) the customer has the right to control the use of the identified asset. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, including the lease term. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Refer to Note 9 for further details. |
Fair value of financial instruments | Fair value of financial instruments Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. |
Redeemable noncontrolling interests | Redeemable noncontrolling interests Redeemable noncontrolling interest represented the 16.4% interest in Alizé that was held by other investors until December 2018. The Company was subject to a put call agreement (see Note 1) with these investors, that was settled in December 2018, resulting in the Company acquiring the remaining issued and outstanding share capital of Alizé in exchange for cash and shares of the Company’s common stock. The exchange ratio of shares was fixed at the amounts determined on the acquisition date. There were no redeemable noncontrolling interests outstanding as of December 31, 2019. |
Other assets | Other assets Other assets includes property and equipment and other assets. Property and equipment, less accumulated depreciation, are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives which range from three |
Deferred offering costs | Deferred offering costs The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds from the applicable financing. If a financing is abandoned, deferred offering costs are expensed. During the year ended December 31, 2018, the Company expensed $0.9 million in offering costs. The expense was recorded as a component of general and administrative expenses. No amounts were expensed during 2019. |
Research and development expenses | Research and development expenses Research and development costs are expensed as incurred and consist primarily of personnel expenses, costs of funding research performed by third parties, expenses incurred under agreements with contract manufacturing organizations, payments under third-party licensing agreements, consultant fees and expenses associated with outsourced professional scientific development services, expenses related to regulatory activities and allocated expense for facility costs. Milestone payment obligations incurred prior to regulatory approval of the product, which are accrued when the event requiring payment of the milestone occurs, are included in research and development expenses. Upfront milestone payments made to third parties who perform research and development services on the Company’s behalf are expensed as services are rendered. At the end of each reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the applicable research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. As of December 31, 2019 and 2018, the Company has not made any material adjustments to its prior estimates of accrued research and development expenses. |
Stock based compensation | Stock-based compensation The Company measures and recognizes compensation expense for all stock options awarded to employees and nonemployees based on the estimated fair market value of the award on the grant date. The Company uses the Black-Scholes option pricing model to value its stock option awards. The Company recognizes compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Company accounts for forfeitures of stock options as they occur. Stock-based awards issued to nonemployees were revalued at each reporting period until the award vests. October 1, 2018, the Company early adopted ASU 2018-7, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the accounting for share-based payments granted to nonemployees for goods and services. As a result of the adoption, stock-based awards issued to nonemployees are no longer required to be revalued at each reporting period. The adoption of ASU No. 2018-7 did not have a material effect on the Consolidated Financial Statements. Estimating the fair market value of options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. |
Income taxes | Income taxes The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, applied during the period in which temporary differences are expected to be settled, is reflected in the Company’s financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. As of December 31, 2019 and 2018, the Company has concluded that a full valuation allowance is necessary for all of its net deferred tax assets. The Company had no material amounts recorded for uncertain tax positions, interest or penalties in the accompanying Consolidated Financial Statements. In accordance with guidance issued by Financial Accounting Standards Board (“FASB”), companies should make and disclose a policy election as to whether they will recognize deferred taxes for basis differences expected to reverse as Global Intangible Low-Taxed Income (“GILTI”) or whether they will account for GILTI as period costs if and when incurred. The Company has elected to recognize the resulting tax with respect to the GILTI provision as a period cost. No costs were incurred by the Company through December 31, 2019 as a result of GILTI. |
Net loss per share | Net loss per share Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, convertible preferred stock, preferred stock warrants, restricted stock, and stock options, which would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share, the weighted-average number of shares of common stock remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive. |
Segment information | Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment. |
Foreign currency | Foreign currency Results of foreign operations are translated from their functional currency into U.S. dollars (reporting currency) using average exchange rates in effect during the year, while assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. The resulting translation adjustments are recorded in accumulated other comprehensive loss. Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the |
Recent accounting pronouncements | Recent accounting pronouncements In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). ASU 2020-01 states any equity security transitioning from the alternative method of accounting under Topic 321 to the equity method, or vice versa, due to an observable transaction will be remeasured immediately before the transition. In addition, the ASU clarifies the accounting for certain non-derivative forward contracts or purchased call options to acquire equity securities stating such instruments will be measured using the fair value principles of Topic 321 before settlement or exercise. The ASU is effective for fiscal years beginning after December 15, 2020, and will be applied on a prospective basis. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intraperiod tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax), which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal years beginning after December 15, 2020, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and related disclosures. In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections - Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates . ASU 2019-07 clarifies or improves the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC's regulations, thereby eliminating redundancies and making the codification easier to apply. ASU 2019-07 became effective upon issuance and the adoption of ASU 2019-07, which is applied prospectively, did not have an impact on the Company's consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . ASU 2018-13 resulted in certain modifications to fair value measurement disclosures, primarily related to level 3 fair value measurements. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, and early adoption is permitted. The Company is currently evaluating the potential impact of the adoption of this standard on its disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . ASU 2018-07 is intended to reduce the cost and complexity and to improve financial reporting for non-employee share-based payments. The ASU expands the scope of Topic 718, Compensation-Stock Compensation (which currently only includes share-based payments to employees), to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This update is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. Upon transition, entities will remeasure unsettled liability-classified awards and any unmeasured equity-classified awards for non-employees at fair value as of the adoption date. A cumulative-effect adjustment to retained earnings will be required as of the beginning of the fiscal year of adoption. The Company adopted ASU No. 2018-07 on October 1, 2018, which did not have a material effect on the consolidated financial statements. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , which amends Income Taxes (Topic 740) b y incorporating the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin 118 (“SAB 118”) issued on December 22, 2017. SAB 118 provide guidance on accounting for the effects of the Tax Act. The Company recognized the income tax effects of the Tax Act in the 2018 Consolidated Financial Statements in accordance with SAB 118. See Note 12 of the consolidated financial statements for additional disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments, which will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. This standard was effective January 1, 2019 and required adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company adopted this standard which did not have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Additionally, ASU 2016-13 requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected through the use of an allowance of expected credit losses. In May 2019, the FASB issued ASU 2019-05, Financial Instruments - Credit Losses (Topic 326) Targeted Transition Relief , which amends ASU 2016-13 by providing entities with an option to irrevocably elect the fair value option to be applied on an instrument-by-instrument basis for eligible financial instruments that are within the scope of Topic 326. The fair value option election does not apply to held-to-maturity debt securities. In November 2019, the FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) , which finalized effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses, leases, and hedging standards. Also in November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses , which provides clarity about certain aspects of the amendments in ASU 2016-13. ASU 2016-13, as amended, is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and requires a modified retrospective approach. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements and related disclosures. In January 2016, the FASB issued authoritative guidance under ASU 2016-1, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-1 revises the classification, measurement and disclosure of investments in equity securities. The Company adopted this standard effective January 1, 2018. The adoption of ASU 2016-1 did not have an impact on the Company’s consolidated financial statements. |
Subsequent events | Subsequent events Subsequent events were evaluated through the filing date of this Annual Report. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of the components of cash, cash equivalents, and restricted cash | The following table provides a reconciliation of the components of cash, cash equivalents, and restricted cash reported in the Company's consolidated balance sheets to the total of the amount presented in the Consolidated Statements of Cash Flows: December 31, 2019 2018 (in thousands) Cash and cash equivalents $ 62,478 $ 73,286 Restricted cash 1,034 45 Long-term restricted cash — 439 Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows $ 63,512 $ 73,770 |
Schedule of future minimum rental payments under company's noncancelable operating leases | Future minimum rental payments under the Company’s noncancelable operating leases at December 31, 2019 is as follows (amounts in thousands): Year Ending December 31, 2020 $ 1,803 2021 805 2022 828 2023 851 2024 347 Thereafter 45 Total $ 4,679 Present Value Adjustment (533) Lease liability at December 31, 2019 $ 4,146 |
Schedule of potentially dilutive securities have been excluded from the computation of diluted weighted average shares of common stock outstanding | The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive (amounts shown as common stock equivalents): Year ended December 31, 2019 2018 Stock options 2,498,606 1,764,287 Common stock warrants 17,125 17,125 BSA and BSPCE warrants 95,567 156,719 2,611,298 1,938,131 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Marketable Securities [Abstract] | |
Schedule of available-for-sale securities | The following summarizes the available-for-sale securities held as of December 31, 2018 (amounts in thousands): December 31, 2018 Amortized cost Unrealized gains Unrealized losses Fair value U.S. government agency $ 2,994 $ — $ — $ 2,994 Corporate debt securities $ 1,391 $ — $ — $ 1,391 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis (amounts in thousands): December 31, 2019 (Level 1) (Level 2) (Level 3) Assets Money market funds (included in cash and cash equivalents) $ 59,382 $ — $ — Marketable securities - U.S. government agency $ — $ — $ — Marketable securities - Corporate debt securities $ — $ — $ — December 31, 2018 (Level 1) (Level 2) (Level 3) Assets Money market funds (included in cash and cash equivalents) $ 25,145 $ — $ — Marketable securities - U.S. government agency $ — $ 2,994 $ — Marketable securities - Corporate debt securities $ — $ 1,391 $ — |
Schedule of preferred stock warrant liability measured at fair value on a recurring basis using significant unobservable inputs | The reconciliation of the preferred stock warrant liability measured at fair value, until the reclassification into equity at the time of the Merger, on a recurring basis using significant unobservable inputs (Level 3) was as follows (amounts in thousands): Preferred stock Balance at January 1, 2018 $ 139 Additions (40) Change in fair value (99) Balance at December 31, 2018 $ — |
Schedule of significant weighted-average assumptions | As of Merger date, immediately prior to reclassifying the warrants to equity, the significant weighted-average assumptions were as follows: Year ended 2018 Expected term (in years) 1.75 Expected volatility 71 % Risk free rate 2.58 % Dividend yield — % |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of accrued expenses | Accrued expenses consist of (amounts in thousands): December 31, 2019 2018 Compensation and related benefits $ 2,042 $ 3,537 Professional fees 2,929 1,140 Preclinical and clinical costs 1,820 1,811 Lease termination — 630 Insurance premiums 1,423 — Other 852 512 Total $ 9,066 $ 7,630 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments under company's noncancelable operating leases | Future minimum rental payments under the Company’s noncancelable operating leases at December 31, 2019 is as follows (amounts in thousands): Year Ending December 31, 2020 $ 1,803 2021 805 2022 828 2023 851 2024 347 Thereafter 45 Total $ 4,679 Present Value Adjustment (533) Lease liability at December 31, 2019 $ 4,146 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock based compensation expense | The Company recorded stock-based compensation expense in the following expense categories of its accompanying consolidated statements of operations and comprehensive loss for the years ended December 31, 2019 and 2018 (amounts in thousands): Year Ended 2019 2018 Research and development $ 1,299 $ 606 General and administrative 3,018 821 Total $ 4,317 $ 1,427 |
Summary of the activity related to stock option grants to employees and nonemployees | The following table summarizes the activity related to stock option grants to employees and nonemployees for the years ended December 31, 2019 and 2018: Shares Weighted-average exercise price share Weighted-average remaining contractual life (years) Outstanding at January 1, 2018 703,479 $ 4.91 7.8 Options assumed from OvaScience Merger 423,316 78.70 Granted 776,140 15.82 Cancelled (72,049) 16.40 Forfeited (66,599) 8.54 Outstanding at December 31, 2018 1,764,287 26.81 8.0 Granted 1,225,901 9.73 Exercised (97,225) 3.71 Forfeited (394,357) 40.42 Outstanding at December 31, 2019 2,498,606 $ 17.18 7.7 Vested and exercisable at December 31, 2019 984,264 $ 26.42 5.6 Vested and expected to vest at December 31, 2019 2,498,606 $ 17.18 7.7 |
Summary of grant date fair value assumptions | The grant date fair value of each option grant was estimated throughout the year using the Black-Scholes option-pricing model using the following assumptions for the Plan: Year Ended, Year Ended, 2019 2018 Expected term (in years) 6.02 6.08 Expected volatility 80 % 66 % Risk-free interest rate 2.22 % 2.77 % Expected dividend yield 0 % 0 % Fair market value of common stock $ 9.73 $ 15.82 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of the net deferred income tax asset | The components of the net deferred income tax asset as of December 31, 2019 and 2018 are as follows (amounts in thousands): December 31, 2019 2018 Deferred taxes: Net operating loss carryforwards $ 96,378 $ 87,446 Research and development credit carryforwards 13,404 12,196 Stock-based compensation 4,107 5,209 Accruals 414 1,233 Right-of-use asset (742) — Lease liability 934 — Capitalized start-up costs 855 1,031 Other 10 936 Gross deferred tax asset 115,360 108,051 Less: valuation allowance (115,360) (108,051) Net deferred tax asset $ — $ — |
Schedule of reconciliation of income tax expense (benefit) at the statutory federal income tax rate | A reconciliation of income tax expense (benefit) at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: December 31, 2019 2018 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 2.4 % 4.1 % Permanent differences (1.0) % (4.1) % Rate change (8.7) % (3.3) % Research and development credit benefit 2.7 % 5.0 % Change in valuation allowance (16.4) % (22.7) % Effective income tax rate — % — % |
Organization and Description _2
Organization and Description of Business (Details) | Mar. 11, 2020USD ($)shares | Dec. 31, 2019USD ($)product$ / sharesshares | Apr. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 07, 2018 | Dec. 31, 2017 | Dec. 19, 2017 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of product candidates | product | 3 | ||||||
Exchange ratio | 0.0744 | 0.0744 | |||||
Cash, cash equivalents, and marketable securities | $ 63,500,000 | ||||||
Accumulated deficit | $ 208,654,000 | $ 164,086,000 | |||||
Alize | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Ownership interest acquired | 16.40% | ||||||
Alize | Share Sale and Contribution Agreement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Ownership interest acquired | 100.00% | 83.60% | |||||
Underwriting Agreement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common shares sold (in shares) | shares | 4,791,667 | ||||||
Net proceeds from sale | $ 26,500,000 | ||||||
Over-Allotment Option | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common shares sold (in shares) | shares | 625,000 | ||||||
Price per share (in dollars per share) | $ / shares | $ 6 | ||||||
Net proceeds from sale | $ 3,500,000 | ||||||
Public Offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common shares sold (in shares) | shares | 4,166,667 | ||||||
Price per share (in dollars per share) | $ / shares | $ 6 | ||||||
Net proceeds from sale | $ 23,000,000 | ||||||
At-the-market offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Aggregate offering value | $ 50,000,000 | ||||||
Subsequent event | At-the-market offering | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common shares sold (in shares) | shares | 719,400 | ||||||
Net proceeds from sale | $ 5,500,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Restricted cash | |||
Cash and cash equivalents | $ 62,478,000 | $ 73,286,000 | |
Restricted cash | 1,034,000 | 45,000 | |
Long-term restricted cash | 0 | 439,000 | |
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows | 63,512,000 | 73,770,000 | $ 17,623,000 |
Reduction of research and development expenses | 1,200,000 | 1,400,000 | |
Research tax credit receivable | 1,300,000 | 2,300,000 | |
Redeemable noncontrolling interests | 0 | ||
Deferred offering cost expensed | 0 | $ 900,000 | |
Cost as a result of GILTI | $ 0 | ||
Number of segments | segment | 1 | ||
Minimum | |||
Restricted cash | |||
Estimated useful life of property and equipment | 3 years | ||
Maximum | |||
Restricted cash | |||
Estimated useful life of property and equipment | 5 years | ||
Otonnale | Alize | |||
Restricted cash | |||
Ownership interest held by other investors | 16.40% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Net loss per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Potentially dilutive securities have been excluded from the computation of diluted weighted average shares of common stock outstanding | ||
Securities have been excluded from the computation of diluted weighted average shares of common stock outstanding (in shares) | 2,611,298 | 1,938,131 |
Stock options | ||
Potentially dilutive securities have been excluded from the computation of diluted weighted average shares of common stock outstanding | ||
Securities have been excluded from the computation of diluted weighted average shares of common stock outstanding (in shares) | 2,498,606 | 1,764,287 |
Common stock warrants | ||
Potentially dilutive securities have been excluded from the computation of diluted weighted average shares of common stock outstanding | ||
Securities have been excluded from the computation of diluted weighted average shares of common stock outstanding (in shares) | 17,125 | 17,125 |
BSA and BSPCE warrants | ||
Potentially dilutive securities have been excluded from the computation of diluted weighted average shares of common stock outstanding | ||
Securities have been excluded from the computation of diluted weighted average shares of common stock outstanding (in shares) | 95,567 | 156,719 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Recent accounting pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Recent accounting pronouncements and subsequent events | ||
Lease obligations | $ 4,146 | |
Operating lease right-of-use assets | $ 3,331 | |
ASU 2016-02 | ||
Recent accounting pronouncements and subsequent events | ||
Lease obligations | $ 2,000 | |
Operating lease right-of-use assets | $ 900 |
OvaScience Merger (Details)
OvaScience Merger (Details) - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 06, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
OvaScience Merger | ||||
Severance costs | $ 1,800,000 | |||
Stock based compensation expense | $ 4,317,000 | $ 1,427,000 | ||
OvaScience | ||||
OvaScience Merger | ||||
Goodwill | 0 | |||
Intangible assets | 0 | |||
Cash and marketable securities obtained | 40,200,000 | |||
Prepaids and other assets | 1,300,000 | |||
Assumed payables and accruals | 3,500,000 | |||
Lease termination liability | $ 1,400,000 | |||
Stock based compensation expense | $ 43,000 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Marketable securities | ||
Amortized cost | $ 0 | |
U.S. government agency | ||
Marketable securities | ||
Amortized cost | $ 2,994,000 | |
Debt Securities, Available-for-sale, Unrealized Gain | 0 | |
Debt Securities, Available-for-sale, Unrealized Loss | 0 | |
Fair value | 2,994,000 | |
Corporate debt securities | ||
Marketable securities | ||
Amortized cost | 1,391,000 | |
Debt Securities, Available-for-sale, Unrealized Gain | 0 | |
Debt Securities, Available-for-sale, Unrealized Loss | 0 | |
Fair value | $ 1,391,000 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
U.S. government agency | ||
Assets | ||
Marketable securities | $ 2,994 | |
Corporate debt securities | ||
Assets | ||
Marketable securities | 1,391 | |
Recurring | U.S. government agency | Level 1 | ||
Assets | ||
Marketable securities | $ 0 | 0 |
Recurring | U.S. government agency | Level 2 | ||
Assets | ||
Marketable securities | 0 | 2,994 |
Recurring | U.S. government agency | Level 3 | ||
Assets | ||
Marketable securities | 0 | 0 |
Recurring | Corporate debt securities | Level 1 | ||
Assets | ||
Marketable securities | 0 | 0 |
Recurring | Corporate debt securities | Level 2 | ||
Assets | ||
Marketable securities | 0 | 1,391 |
Recurring | Corporate debt securities | Level 3 | ||
Assets | ||
Marketable securities | 0 | 0 |
Recurring | Money market funds | Level 1 | ||
Assets | ||
Money market funds (included in cash and cash equivalents) | 59,382 | 25,145 |
Recurring | Money market funds | Level 2 | ||
Assets | ||
Money market funds (included in cash and cash equivalents) | 0 | 0 |
Recurring | Money market funds | Level 3 | ||
Assets | ||
Money market funds (included in cash and cash equivalents) | $ 0 | $ 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of the preferred stock warrant liability (Details) - Level 3 - Preferred stock warrants $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Reconciliation of the preferred stock warrant liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | |
Balance at beginning | $ 139 |
Additions | (40) |
Change in fair value | (99) |
Balance at end | $ 0 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant weighted average assumptions (Details) - Option pricing model | Dec. 31, 2018 |
Expected term (in years) | |
Significant weighted average assumptions | |
Preferred stock warrant liabilities, estimated term | 1 year 9 months |
Expected volatility | |
Significant weighted average assumptions | |
Preferred stock warrant liabilities, assumptions | 0.71 |
Risk free rate | |
Significant weighted average assumptions | |
Preferred stock warrant liabilities, assumptions | 0.0258 |
Dividend yield | |
Significant weighted average assumptions | |
Preferred stock warrant liabilities, assumptions | 0 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities, Current [Abstract] | ||
Compensation and related benefits | $ 2,042 | $ 3,537 |
Professional fees | 2,929 | 1,140 |
Preclinical and clinical costs | 1,820 | 1,811 |
Lease termination | 0 | 630 |
Insurance premiums | 1,423 | 0 |
Other | 852 | 512 |
Total | $ 9,066 | $ 7,630 |
Debt - Bpifrance Reimbursable A
Debt - Bpifrance Reimbursable Advance (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2019EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2017USD ($) | |
Debt | |||||
Reimbursement annuity (percent) | 20.00% | ||||
Alize | Bpifrance | |||||
Debt | |||||
Debt assumed | € 700,000 | ||||
Original advance amount | € 800,000 | ||||
Interest charged under the advance | $ | $ 0 | ||||
Interest accrued under the advance | $ | $ 0 | ||||
Quarterly principal payments | € 17,500 | ||||
Final principal payments | 50,000 | ||||
Balance outstanding | € 300,000 | $ 0.4 |
Debt - Convertible promissory n
Debt - Convertible promissory notes (Details) - USD ($) | Dec. 07, 2018 | Aug. 31, 2018 | Dec. 31, 2018 |
Long-term debt | |||
Proceeds from issuance of convertible promissory notes | $ 8,000,000 | ||
Interest rate (as a percent) | 6.00% | ||
Shares issued upon conversion of promissory notes (in shares) | 499,504 | 499,504 | |
Debt issuance costs | $ 500,000 | ||
Unamortized debt discount reclassified to equity | $ 400,000 | ||
Interest expense on debt | $ 200,000 | ||
Amortization of the debt discount | $ 52,000 |
License Agreements (Details)
License Agreements (Details) | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019CAD ($) | Jun. 13, 2013USD ($) | |
UM License Agreement | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Payments upon the achievement of milestones | $ 2,500,000 | |||
Expense in connection with achievement of certain milestones | $ 0 | $ 0 | ||
Expense paid to extend date of certain milestones | 100,000 | |||
Annual royalty payments due in 2020 | 20,000 | |||
Annual royalty payments due in 2021 | 20,000 | |||
Annual royalty payments due in 2022 | 20,000 | |||
Annual royalty payments due in 2023 | 20,000 | |||
Annual fee | $ 200,000 | |||
Assignors | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Payments upon the achievement of milestones | $ 100,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 5 Months Ended | 12 Months Ended | ||
Feb. 28, 2019agreement | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 15, 2019USD ($) | |
Operating leases | ||||
Rent expense | $ 700 | |||
Rent expense | $ 200 | |||
Employment benefit plan | ||||
Number of additional non-cancelable operating lease agreements | agreement | 2 | |||
Operating lease right-of-use assets | 3,331 | |||
Lease liability | $ 4,146 | |||
Discount rate | 7.00% | |||
Operating lease, weighted average remaining lease term | 3 years 8 months 15 days | |||
Rent expense | $ 700 | |||
Rent expense | 200 | |||
Operating lease payments included in measurement lease liability | 1,500 | |||
Sublease payment | $ 300 | |||
Employees contribution (as a percent) | 100.00% | |||
Safe harbor minimum contribution (as a percent) | 3.00% | |||
Expense relating to contributions | $ 200 | $ 100 | ||
Minimum | ||||
Employment benefit plan | ||||
Term of contract | 1 year | |||
Lease renewal term | 5 years | |||
Maximum | ||||
Employment benefit plan | ||||
Term of contract | 6 years | |||
Lease renewal term | 9 years | |||
Waltham, Massachusetts | ||||
Operating leases | ||||
Minimum rental receivable | $ 300 | $ 600 | ||
Employment benefit plan | ||||
Minimum rental receivable | $ 300 | $ 600 |
Commitments and Contingencies -
Commitments and Contingencies - Future minimum rental payments under operating leases with noncancelable terms (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 1,803 |
2021 | 805 |
2022 | 828 |
2023 | 851 |
2024 | 347 |
Thereafter | 45 |
Total | 4,679 |
Present Value Adjustment | (533) |
Lease liability | $ 4,146 |
Common Stock and Convertible _2
Common Stock and Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | Dec. 07, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018vote$ / sharesshares | Aug. 31, 2018shares | Dec. 06, 2018USD ($)shares | Dec. 31, 2019USD ($)vote$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017shares |
Class of Stock | ||||||||
Exchange ratio | 0.0744 | 0.0744 | 0.0744 | |||||
Number of shares sold (in shares) | 1,230,158 | |||||||
Share price (in dollars per share) | $ / shares | $ 16.26 | $ 9.73 | $ 15.82 | $ 9.73 | $ 15.82 | |||
Proceeds from the issuance of common stock, net of issuance costs | $ | $ 18,700 | $ 21,500 | $ 26,688 | $ 0 | ||||
Shares issued upon conversion of promissory notes (in shares) | 499,504 | 499,504 | ||||||
Exercise of stock options (in shares) | 97,225 | 0 | ||||||
Number of votes per share | vote | 1 | |||||||
Dividend declared (in usd per share) | $ / shares | $ 0 | |||||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||
Stock issued (in shares) | 6,759,109 | |||||||
Dividend paid (in usd per share) | $ / shares | $ 0 | $ 0 | ||||||
Dividend declared (in usd per share) | $ / shares | $ 0 | $ 0 | ||||||
Converted value multiplier for original issue price | 3 | 3 | ||||||
Common stock warrants outstanding (in shares) | 17,125 | 17,125 | ||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 16.93 | $ 16.93 | ||||||
Underwriting Agreement | ||||||||
Class of Stock | ||||||||
Common shares sold (in shares) | 4,791,667 | |||||||
Net proceeds from sale | $ | $ 26,500 | |||||||
Public Offering | ||||||||
Class of Stock | ||||||||
Common shares sold (in shares) | 4,166,667 | |||||||
Net proceeds from sale | $ | $ 23,000 | |||||||
Price per share (in dollars per share) | $ / shares | $ 6 | 6 | ||||||
Over-Allotment Option | ||||||||
Class of Stock | ||||||||
Common shares sold (in shares) | 625,000 | |||||||
Net proceeds from sale | $ | $ 3,500 | |||||||
Price per share (in dollars per share) | $ / shares | $ 6 | 6 | ||||||
Alize | ||||||||
Class of Stock | ||||||||
Voting interest acquired | 16.40% | 16.40% | ||||||
Shares issued in connection with acquisition (in shares) | 450,371 | |||||||
Conversion ratio (in usd per share) | $ / shares | $ 1 | $ 1 | ||||||
Exercise price of warrants (in usd per share) | $ / shares | 6.80 | $ 6.80 | ||||||
Series A Preferred Stock | ||||||||
Class of Stock | ||||||||
Number of votes per share | vote | 1 | |||||||
Dividend rate | 8.00% | |||||||
Conversion price (in usd per share) | $ / shares | 1 | $ 1 | ||||||
Warrants (in shares) | 110,000 | |||||||
Series B Preferred Stock | ||||||||
Class of Stock | ||||||||
Number of votes per share | vote | 1 | |||||||
Dividend rate | 8.00% | |||||||
Conversion price (in usd per share) | $ / shares | $ 1.49776 | $ 1.49776 | ||||||
Warrants (in shares) | 120,179 | |||||||
Convertible preferred stock | ||||||||
Class of Stock | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | 90,848,515 | |||
Series A-1 preferred stock | ||||||||
Class of Stock | ||||||||
Number of votes per share | vote | 1 | |||||||
Issuance of Series A-1 preferred stock, Series B-1 preferred stock in connection with asset purchase of Alizé Pharma (in shares) | 6,540,763 | |||||||
Dividend rate | 8.00% | |||||||
Conversion price (in usd per share) | $ / shares | $ 1 | $ 1 | ||||||
Series B-1 preferred stock | ||||||||
Class of Stock | ||||||||
Number of votes per share | vote | 1 | |||||||
Issuance of Series A-1 preferred stock, Series B-1 preferred stock in connection with asset purchase of Alizé Pharma (in shares) | 20,636,179 | |||||||
Dividend rate | 8.00% | |||||||
Conversion price (in usd per share) | $ / shares | $ 1.49776 | $ 1.49776 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based compensation | ||
Vesting period (in years) | 4 years | |
Contractual life (in years) | 10 years | |
Unvested stock options (in shares) | 1,514,342 | |
Unrecognized compensation cost | $ 9.2 | |
Weighted average amortization period | 2 years 9 months 18 days | |
Total aggregate intrinsic value of options exercised | $ 0.7 | |
Options exercised (in shares) | 97,225 | 0 |
Aggregate intrinsic value of options outstanding | $ 1.2 | |
Aggregate intrinsic value of options exercisable | $ 1.2 | |
Weighted average grant date fair value, options granted (in dollars per share) | $ 6.74 | $ 9.72 |
Expected dividend yield | 0.00% | 0.00% |
2019 Plan | ||
Share-based compensation | ||
Shares available for future issuance (in shares) | 2,919,872 | |
New shares available for future issuance (in shares) | 534,320 | |
Vesting period (in years) | 10 years | |
Percentage of common stock outstanding | 4.00% | |
ESPP | ||
Share-based compensation | ||
Vesting period (in years) | 10 years | |
Percentage of common stock outstanding | 1.00% | |
Common stock issued under 2019 ESPP (in shares) | 133,580 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock based compensation expense | $ 4,317 | $ 1,427 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock based compensation expense | 1,299 | 606 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock based compensation expense | $ 3,018 | $ 821 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
The activity related to stock option grants to employees and nonemployees | |||
Outstanding at beginning (in shares) | 1,764,287 | 703,479 | |
Options assumed from OvaScience merger (in shares) | 423,316 | ||
Granted (in shares) | 1,225,901 | 776,140 | |
Cancelled (in shares) | (72,049) | ||
Forfeited (in shares) | (394,357) | (66,599) | |
Exercised (in shares) | (97,225) | 0 | |
Outstanding at end (in shares) | 2,498,606 | 1,764,287 | 703,479 |
Vested and exercisable at end (in shares) | 984,264 | ||
Vested and expected to vest at end (in shares) | 2,498,606 | ||
Weighted average exercise price per share | |||
Outstanding at beginning (in dollars per share) | $ 26.81 | $ 4.91 | |
Options assumed from OvaScience merger (in dollars per share) | 78.70 | ||
Granted (in dollars per share) | 9.73 | 15.82 | |
Cancelled (in dollars per share) | 16.40 | ||
Forfeited (in dollars per share) | 40.42 | 8.54 | |
Exercised (in dollars per share) | 3.71 | ||
Outstanding at end (in dollars per share) | 17.18 | $ 26.81 | $ 4.91 |
Vested and exercisable at end (in dollars per share) | 26.42 | ||
Vested and expected to vest at end (in dollars per share) | $ 17.18 | ||
Weighted-average remaining contractual life (years) | |||
Outstanding (in years) | 7 years 8 months 12 days | 8 years | 7 years 9 months 18 days |
Vested and exercisable at end (in years) | 5 years 7 months 6 days | ||
Vested and expected to vest at end (in years) | 7 years 8 months 12 days |
Stock-Based Compensation - Gran
Stock-Based Compensation - Grant date fair value of option (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 07, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected term (in years) | 6 years 7 days | 6 years 29 days | |
Expected volatility | 80.00% | 66.00% | |
Risk-free interest rate | 2.22% | 2.77% | |
Expected dividend yield | 0.00% | 0.00% | |
Share price (in dollars per share) | $ 9.73 | $ 15.82 | $ 16.26 |
Stock-Based Compensation - Aliz
Stock-Based Compensation - Alizé acquisition (Details) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2018shares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018shares | Dec. 19, 2017€ / sharesshares | |
Class of Warrant or Right [Line Items] | ||||
Common stock warrants outstanding (in shares) | 17,125 | |||
Exercise price of warrants (in usd/euros per share) | $ / shares | $ 16.93 | |||
Common stock issued resulting from exercised warrants (in shares) | 6,759,109 | |||
BSPCE warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercised (in shares) | 1,310 | |||
Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Common stock issued resulting from exercised warrants (in shares) | 6,759,109 | |||
Alize | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in usd/euros per share) | $ / shares | $ 6.80 | |||
Number of shares issuable upon the exercise of the warrants (in shares) | 95,567 | |||
Alize | Warrant | BSA warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Common stock warrants outstanding (in shares) | 6,219 | |||
Exercise price of warrants (in usd/euros per share) | € / shares | € 80.06 | |||
Alize | Warrant | BSPCE warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Common stock warrants outstanding (in shares) | 5,360 | |||
Exercise price of warrants (in usd/euros per share) | € / shares | € 83.40 | |||
Alize | Warrant | Bsa And Bscpce Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities forfeited (in shares) | 3,210 | |||
Alize | Common Stock | BSPCE warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Common stock issued resulting from exercised warrants (in shares) | 17,713 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||
Research tax credit carryforwards | $ 13.6 | $ 12.2 |
Increase in valuation allowance | 7.3 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 298.6 | 249.6 |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 99.3 | 105 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 262.5 | $ 249.2 |
Income Taxes - Net deferred inc
Income Taxes - Net deferred income tax asset (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 96,378 | $ 87,446 |
Research and development credit carryforwards | 13,404 | 12,196 |
Stock-based compensation | 4,107 | 5,209 |
Accruals | 414 | 1,233 |
Right-of-use asset | (742) | |
Lease liability | 934 | |
Capitalized start-up costs | 855 | 1,031 |
Other | 10 | 936 |
Gross deferred tax asset | 115,360 | 108,051 |
Less: valuation allowance | (115,360) | (108,051) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax expense (benefit) (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of income tax expense (benefit) at the statutory federal income tax rate | ||
Federal income tax benefit at statutory rate | 21.00% | 21.00% |
State income tax, net of federal benefit | 2.40% | 4.10% |
Permanent differences | (1.00%) | (4.10%) |
Rate change | (8.70%) | (3.30%) |
Research and development credit benefit | 2.70% | 5.00% |
Change in valuation allowance | (16.40%) | (22.70%) |
Effective income tax rate | 0.00% | 0.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 07, 2018 | Dec. 06, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||||
Proceeds from convertible promissory notes | $ 0 | $ 8,000 | ||
Proceeds from the issuance of common stock, net of issuance costs | $ 18,700 | $ 21,500 | $ 26,688 | $ 0 |