Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MYOK | |
Entity Registrant Name | MyoKardia Inc | |
Entity Central Index Key | 1,552,451 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 27,053,156 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 64,545 | $ 43,648 |
Prepaid expenses and other current assets | 622 | 430 |
Total current assets | 65,167 | 44,078 |
Property and equipment, net | 2,893 | 2,423 |
Other long term assets | 2,003 | 388 |
Total assets | 70,063 | 46,889 |
Current liabilities | ||
Accounts payable | 1,685 | 886 |
Accrued liabilities | 4,018 | 2,331 |
Redeemable convertible preferred stock call option liability, net | 314 | |
Deferred revenue | 14,199 | 14,199 |
Total current liabilities | 19,902 | 17,730 |
Other long-term liabilities | 781 | 278 |
Deferred revenue-noncurrent | 3,550 | 14,199 |
Total liabilities | $ 24,233 | $ 32,207 |
Commitments and contingencies (Note 6) | ||
Stockholders’ deficit | ||
Accumulated deficit | $ (56,213) | $ (36,906) |
Total stockholders’ deficit | (56,213) | (36,906) |
Total liabilities and stockholders’ deficit | 70,063 | 46,889 |
Series A Redeemable Convertible Preferred Stock | ||
Current liabilities | ||
Redeemable convertible preferred stock | 43,715 | 41,359 |
Series A-1 Redeemable Convertible Preferred Stock | ||
Current liabilities | ||
Redeemable convertible preferred stock | 10,837 | $ 10,229 |
Series B Redeemable Convertible Preferred Stock | ||
Current liabilities | ||
Redeemable convertible preferred stock | $ 47,491 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 65,000,000 |
Common stock, shares issued | 3,938,726 | 3,634,434 |
Common stock, shares outstanding | 3,938,726 | 3,634,434 |
Series A Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 38,500,000 | 38,500,000 |
Redeemable convertible preferred stock, shares issued | 38,250,000 | 38,250,000 |
Redeemable convertible preferred stock, shares outstanding | 38,250,000 | 38,250,000 |
Redeemable convertible preferred stock, liquidation value | $ 44,294 | $ 42,006 |
Series A-1 Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 6,666,667 | 6,666,667 |
Redeemable convertible preferred stock, shares issued | 6,666,667 | 6,666,667 |
Redeemable convertible preferred stock, shares outstanding | 6,666,667 | 6,666,667 |
Redeemable convertible preferred stock, liquidation value | $ 10,925 | $ 10,327 |
Series B Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 17,068,646 | 0 |
Redeemable convertible preferred stock, shares issued | 17,068,646 | 0 |
Redeemable convertible preferred stock, shares outstanding | 17,068,646 | 0 |
Redeemable convertible preferred stock, liquidation value | $ 47,643 | $ 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Collaboration and license revenue | $ 3,550 | $ 2,366 | $ 10,649 | $ 2,366 |
Operating expenses | ||||
Research and development | 6,672 | 4,428 | 20,017 | 13,202 |
General and administrative | 2,300 | 1,327 | 5,961 | 3,129 |
Total operating expenses | 8,972 | 5,755 | 25,978 | 16,331 |
Loss from operations | (5,422) | (3,389) | (15,329) | (13,965) |
Interest and other expense, net | (40) | (22) | ||
Change in fair value of redeemable convertible preferred stock call option liability | (452) | 314 | (473) | |
Net loss and comprehensive loss | (5,462) | (3,841) | (15,037) | (14,438) |
Cumulative dividend relating to redeemable convertible preferred stock | (1,900) | (858) | (4,530) | (1,891) |
Accretion of redeemable convertible preferred stock to redemption value | (26) | (30) | (88) | (126) |
Net loss attributable to common stockholders | $ (7,388) | $ (4,729) | $ (19,655) | $ (16,455) |
Net loss per share attributable to common stockholders, basic and diluted | $ (2.78) | $ (2.77) | $ (7.98) | $ (10.08) |
Weighted-average number of common shares used to compute net loss per share, basic and diluted | 2,654,365 | 1,706,841 | 2,463,876 | 1,631,834 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (15,037,000) | $ (14,438,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 741,000 | 507,000 |
Stock-based compensation expense | 246,000 | 63,000 |
Gain on sale of equipment | (15,000) | |
Redeemable convertible preferred stock call option liability, net issued in connection with license and collaboration agreement | 686,000 | |
Change in fair value of redeemable convertible preferred stock call option liability, net | (314,000) | 473,000 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other assets | (192,000) | (162,000) |
Other long-term assets | 38,000 | |
Accounts payable | 413,000 | 160,000 |
Accrued liabilities | 1,089,000 | 537,000 |
Other long term liabilities | 503,000 | 27,000 |
Deferred revenue | (10,649,000) | 31,948,000 |
Net cash provided by (used in) operating activities | (23,177,000) | 19,801,000 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,374,000) | (582,000) |
Proceeds from sale of equipment | 134,000 | |
Decrease (increase) in restricted cash | 60,000 | (260,000) |
Net cash used in investing activities | (1,180,000) | (842,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 352,000 | 147,000 |
Payments of deferred offering costs | (935,000) | |
Net cash provided by financing activities | 45,254,000 | 29,038,000 |
Net increase in cash | 20,897,000 | 47,997,000 |
Cash, beginning of period | 43,648,000 | 1,911,000 |
Cash, end of period | 64,545,000 | 49,908,000 |
Supplemental disclosures of noncash investing and financing information | ||
Unpaid deferred offering costs | 778,000 | |
Vesting of early exercised options and restricted stock | 120,000 | 22,000 |
Unpaid portion of property and equipment purchases included in period-end accounts payable | 48,000 | 11,000 |
Accretion of redeemable convertible preferred stock to redemption value | 88,000 | 126,000 |
Accretion of dividends on redeemable convertible preferred stock | 4,530,000 | 1,891,000 |
Series A Redeemable Convertible Preferred Stock | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Change in fair value of redeemable convertible preferred stock call option liability, net | (15,000) | |
Cash flows from financing activities: | ||
Proceeds from issuance of redeemable convertible preferred stock, net | 18,995,000 | |
Series A-1 Redeemable Convertible Preferred Stock | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Change in fair value of redeemable convertible preferred stock call option liability, net | 0 | 500,000 |
Cash flows from financing activities: | ||
Proceeds from issuance of redeemable convertible preferred stock, net | $ 9,896,000 | |
Series B Redeemable Convertible Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of redeemable convertible preferred stock, net | $ 45,837,000 |
Formation and Business of the C
Formation and Business of the Company | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Formation and Business of the Company | 1. Formation and Business of the Company MyoKardia, Inc. (the “Company”) is a clinical stage biopharmaceutical company pioneering a precision medicine approach to discover, develop and commercialize targeted therapies for the treatment of serious and neglected rare cardiovascular diseases. The Company’s initial focus is on the treatment of heritable cardiomyopathies, a group of rare, genetically-driven forms of heart failure that result from biomechanical defects in cardiac muscle contraction. The Company has used its precision medicine platform to generate an internal pipeline of four therapeutic programs for the chronic treatment of the two most common forms of heritable cardiomyopathy—hypertrophic cardiomyopathy, or HCM, and dilated cardiomyopathy, or DCM. The Company has discovered and advanced its lead product candidate, MYK-461, into Phase 1 clinical trials. In the Company’s first Phase 1 clinical trial, it has demonstrated proof of mechanism, or the ability of MYK-461 to reduce cardiac muscle contraction, an important biomarker of disease. The Company intends to expand its approach to deliver treatments with disease-modifying potential for patients with other forms of genetically- driven heart failure. The Company was incorporated on June 8, 2012 in Delaware and its corporate headquarters and operations are located in South San Francisco, California. The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and negative cash flows from operations. At December 31, 2014, the Company had an accumulated deficit of $36.9 million and cash of $43.6 million. At September 30, 2015, the Company had an accumulated deficit of $56.2 million and cash of $64.5 million. The Company has financed its operations primarily with the proceeds from the sale of preferred stock and funds received in connection with a license and collaboration agreement with Aventis Inc., a wholly-owned subsidiary of Sanofi S.A., entered into in August 2014 (the “Collaboration Agreement”) (See Note 4). The accompanying unaudited Condensed Consolidated Financial Statements, in the opinion of management, include all adjustments which the Company considers necessary for the fair statement of the Condensed Consolidated Results of Operations and Comprehensive Loss and Cash Flows for the interim periods covered and the Condensed Consolidated Financial Position of the Company at the date of the balance sheets. The December 31, 2014 Condensed Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America, or US GAAP. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2015, or any other future period. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the Company’s audited consolidated financial statements and the related notes thereto for the year ended December 31, 2014 included in the Company’s Prospectus dated October 28, 2015 filed pursuant to Rule 424(b)(4) with the U.S. Securities and Exchange Commission (“the SEC”) on October 29, 2015. Initial Public Offering On November 3, 2015, the Company completed its initial public offering (or “IPO”) pursuant to which the Company issued 6,253,125 shares of common stock at $10.00 per share, including the exercise of the underwriters’ overallotment option to purchase 815,625 shares of common stock, and received net proceeds of $55.7 million, after underwriting discounts, commissions and other offering expenses. In addition, in connection with the completion of the Company’s IPO, all redeemable convertible preferred stock converted into 16,866,747 shares of common stock The Company’s management expects that cash as of September 30, 2015 will provide sufficient funds to enable it to meet the Company’s obligations through at least the next 12 months. However, if anticipated operating results are not achieved in future periods, management believes that planned expenditures may need to be reduced in order to extend the time period over which the then-available resources would be able to fund operations. The Company will need to raise additional capital to fully implement its business plan. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Significant accounting policies are described in Note 2 to the consolidated financial statements for the year ended December 31, 2014 included in the prospectus dated October 28, 2015 filed with the U.S. Securities and Exchange Commission (SEC) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Prospectus”). There have been no changes to the Company’s significant accounting policies during the three and nine months ended September 30, 2015, except as described below. Basis of Presentation and Consolidation The consolidated financial statements of the Company include the Company’s accounts and have been prepared in conformity with US GAAP. During 2015, the Company established a wholly-owned foreign subsidiary in Australia. The consolidated financial statements include the Company’s accounts and those of its wholly-owned subsidiary. All intercompany accounts and transactions and balances have been eliminated during consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses in the consolidated financial statements and the accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, clinical trial accruals, fair value of redeemable convertible preferred stock call option liability, redeemable convertible preferred stock, income taxes and stock-based compensation. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Segments The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating and evaluating financial performance. All revenues have been earned in the United States of America, and all long-lived assets are maintained in the United States of America. Fair Value Measurements Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis (at least annually). The carrying amount of the Company’s financial instruments, including note receivable, accounts payable and accrued expenses and other current liabilities approximate fair value due to their short-term maturities. The redeemable convertible preferred stock call option liability is carried at fair value. Risk and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of any of the Company’s product candidates that receive regulatory approval, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that any of the Company’s product candidates will receive the necessary approvals. If the Company is denied approval, approval is delayed or the Company is unable to maintain approvals, it could have a materially adverse impact on the Company. The Company expects to incur substantial operating losses for the next several years and will need to obtain additional financing in order to complete clinical trials and launch and commercialize any product candidates for which it receives regulatory approval. There can be no assurance that such financing will be available or will be on terms acceptable by the Company. Deferred Offering Costs Deferred offering costs, consisting of legal, accounting and other fees and costs relating to the IPO are capitalized. The deferred offering costs were offset against the proceeds received from the Company’s IPO in November 2015. There were zero and $1.7 million of deferred offering costs capitalized as of December 31, 2014 and September 30, 2015, respectively, in other long term assets on the consolidated balance sheets. Redeemable Convertible Preferred Stock The Company records all shares of redeemable convertible preferred stock at their respective fair values on the dates of issuance. In the event of a change of control of the Company, proceeds will be distributed in accordance with the liquidation preferences set forth in the amended and restated certificate of incorporation unless the holders of redeemable convertible preferred stock have converted their redeemable convertible preferred shares into common shares. Therefore, the redeemable convertible preferred stock is classified outside of stockholders’ deficit on the accompanying condensed consolidated balance sheets as events triggering the liquidation preferences are not solely within the Company’s control. The carrying value of each series of redeemable convertible preferred stock is being accreted to its respective redemption value through the redemption date. Redeemable Convertible Preferred Stock Call Option The Company has determined that the Company’s obligation to issue additional shares of the Company’s redeemable convertible preferred stock represents a freestanding financial instrument. The freestanding redeemable convertible preferred stock call option liability is initially recorded at fair value, with fair value changes recognized as increases or reductions in the condensed consolidated statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the redeemable convertible preferred stock call option, the completion of a deemed liquidation event, conversion of the redeemable convertible preferred stock into common stock, or until the holders of the redeemable convertible preferred stock can no longer trigger a deemed liquidation event. At that time, the redeemable convertible preferred stock call option liability will be reclassified to permanent equity with no further remeasurement required. The Company had recorded a redeemable convertible preferred stock call option liability, net in September 2012 related to the Series A redeemable convertible preferred stock financing, which was extinguished in July 2014 at the time of the final closing of the Series A redeemable convertible preferred stock. Additionally, the Company had recorded a redeemable convertible preferred stock call option liability in August 2014 related to the Collaboration Agreement, from which the call option expired in April 2015 at the time of the closing of the Company’s Series B redeemable convertible preferred stock financing. Revenue Recognition The Company generates revenue from collaboration and license agreements for the development and commercialization of its products. Collaboration and license agreements may include non-refundable upfront license fees, partial or complete reimbursement of research and development costs, contingent consideration payments based on the achievement of defined collaboration objectives and royalties on sales of commercialized products. To date, the Company has not recognized revenue from sales of its product candidates. The Company recognizes revenue when all four of the following criteria have been met: (i) collectability is reasonably assured; (ii) delivery has occurred or services have been rendered; (iii) persuasive evidence of an arrangement exists; and (iv) the fee is fixed or determinable. Revenue under collaboration and license arrangements is recognized based on performance requirements of the contract. Collectability is assessed based on evaluation of payment criteria as stated in the contract as well as the creditworthiness of the collaboration partner. Determination of whether delivery has occurred or services rendered are based on management’s evaluation of the performance obligations as stated in the contract and progress made against those obligations. Evidence of arrangement is deemed to exist upon execution of the contract. Fees are considered fixed and determinable when the amount payable to the Company is no longer subject to any acceptance, refund rights or other contingencies that would alter the fixed nature of the fees charged for the deliverables. License and collaboration agreements may contain multiple elements as evaluated under Accounting Standards Codification (ASC) 605-25, Revenue Recognition- Multiple-Element Arrangements, Upfront payments for licenses are evaluated to determine if the licensee can obtain standalone value from the license separate from the value of the research and development services and other deliverables in the arrangement to be provided by the Company. The assessment of multiple-element arrangements also requires judgment in order to determine the allocation of revenue to each deliverable and the appropriate period of time over which the revenue should be recognized. If the Company determines that the license does not have standalone value separate from the research and development services, the license and the services are combined as one unit of accounting and upfront payments are recorded initially as deferred revenue in the condensed consolidated balance sheet. Revenue is then recognized on a straight-line basis over an estimated performance period that is consistent with the term of performance obligations, unless the Company determines there is a discernible pattern of performance other than straight-line, in which case the Company uses a proportionate performance method to recognize the revenue over the estimated performance period. If the license is determined to have standalone value, then the allocated consideration is recorded as revenue when the license is delivered. License and collaboration agreements may also contain milestone payments that become due upon the achievement of certain milestones. The Company applies ASC 605-28, Revenue Recognition—Milestone Method. Comprehensive Loss Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. There have been no items qualifying as other comprehensive loss and, therefore, for all periods presented, the Company’s comprehensive loss was the same as its reported net loss. Net Loss per Share of Common Stock Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock, common stock subject to repurchase, and stock options are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities as the convertible preferred stock is considered a participating security. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Because the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, and has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , Revenue Recognition. Reverse Stock Split In October 2015, the Company’s board of directors and stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse split of shares of the Company’s issued and outstanding common stock at a 1-for-3.675 ratio and a proportional adjustment to the conversion ratio of its redeemable convertible preferred stock. The reverse stock split was effected on October 23, 2015. The par value and the authorized shares of the Company’s common stock and the par value and the authorized, issued and outstanding shares of the Company’s redeemable convertible preferred stock were not adjusted as a result of the reverse stock split. All issued and outstanding shares of common stock and common stock per share amounts and an adjustment to the redeemable convertible preferred stock ratio contained in these condensed consolidated financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements Financial assets and liabilities are recorded at fair value. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation The Company measures and reports certain financial instruments as liabilities at fair value on a recurring basis. These instruments consist of the redeemable convertible preferred stock call option liability, which is considered a Level 3 instrument. The fair value of this instrument was as follows (in thousands): Fair Value Measurements at December 31, 2014 Total Level 1 Level 2 Level 3 Liabilities Redeemable convertible preferred stock call option liability, net $ 314 $ — $ — $ 314 As of September 30, 2015, the balance of the redeemable convertible preferred stock call option liability, net was zero. The fair value measurement of the redeemable convertible preferred stock call option is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s assumptions in measuring fair value. The Company’s estimated fair value of the redeemable convertible preferred stock call option is calculated using an option pricing model and key assumptions including the estimated fair value of the Company’s redeemable convertible preferred stock, risk-free interest rates and volatility and the probability of the closing of the future financing tranches. The estimates are based, in part, on subjective assumptions and could differ materially in the future. During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the year ended December 31, 2014 or the nine months ended September 30, 2015. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments as follows (in thousands): Convertible preferred stock call option liability, net Balance at December 31, 2014 $ 314 Change in fair value recorded in statement of operations and comprehensive loss (314 ) Balance at September 30, 2015 $ — |
Collaboration and License Agree
Collaboration and License Agreement | 9 Months Ended |
Sep. 30, 2015 | |
Collaboration And License Agreement Disclosure [Abstract] | |
Collaboration and License Agreement | 4. Collaboration and License Agreement Sanofi (Aventis Inc.) In August 2014, the Company entered into the Collaboration Agreement with Aventis Inc., a wholly-owned subsidiary of Sanofi S.A., for the research, development and potential commercialization of pharmaceutical products for the treatment, prevention and diagnosis of hypertrophic and dilated cardiomyopathy, as well as potential additional indications. Pursuant to the Collaboration Agreement, in addition to potential future royalty payments, Sanofi agreed to provide up to $200.0 million in financial consideration to the Company consisting of the following components: 1. a $35.0 million upfront cash payment 2. a $10.0 million initial equity investment 3. a $25.0 million milestone-based contingent payment 4. up to an $85.0 million project continuation payment if Sanofi elects to extend the term of the research collaboration beyond December 31, 2016, as described below 5. up to $45.0 million in funding from Sanofi of approved in-kind research and clinical activities over a four-year period. The Company is also entitled to receive tiered royalties beginning in the mid-single digits to the mid-teens on net sales of certain hypertrophic cardiomyopathy (“HCM”) and dilated cardiomyopathy (“DCM”) finished products outside the United States and on net sales of certain DCM finished products in the United States. Sanofi is eligible to receive tiered royalties beginning in the mid-single digits to the low teens on the Company’s net sales of certain HCM finished products in the United States. The Collaboration Agreement covers three main research programs, “HCM1” (or HCM-1 or MYK-461), “HCM2” (or HCM-2) and “DCM1” (or DCM-1). The Company is solely responsible for conducting research and development activities through early human efficacy studies, except for specified research activities to be conducted by Sanofi. The estimated completion of proof-of-concept phases are staggered, depending on the program. Thereafter, the Company will lead worldwide development and United States commercial activities for the MYK- 461 and HCM-2 programs, Sanofi will lead global development and commercial activities for DCM-1 and Sanofi will lead ex-United States development and commercial activities for the MYK-461 and HCM-2 programs where it has ex-United States commercialization rights. Sanofi also has the option to co-promote in the U.S. for potential expanded cardiovascular diseases outside of the genetically targeted indications for the MYK-461 and HCM-2 programs, with the Company having the option to co-promote the DCM-1 program in the United States. The Company accounted for the Collaboration Agreement by evaluating each of the financial components discussed above: 1. $35.0 million upfront payment. The Company received a non-refundable upfront payment and identified the following performance obligations at the inception of the Collaboration Agreement: (i) the transfer of intellectual property rights and know-how (license), (ii) the obligation to provide certain limited research and development services during the term of the license agreement and (iii) the obligation to participate on the development and commercialization committees. The Company applied the guidance under ASC 605-25, Multiple Element Arrangements, to account for this upfront payment. The Company evaluated the underlying goods and services delivered under the Collaboration Agreement and concluded that the performance obligations do not have standalone value, and accordingly accounted for the deliverables as one unit of accounting. The $35.0 million payment was recorded by the Company as deferred revenue on its condensed consolidated balance sheet upon receipt, which the Company is recognizing as revenue on a straight-line basis over the expected term of research and development services through December 31, 2016 because there is not a more discernible pattern of performance in which the research and development services occur. During the year ended December 31, 2014 and the nine months ended September 30, 2015, the Company recognized $5.9 million and $10.6 million of revenue under the Collaboration Agreement, respectively. As of December 31, 2014 and September 30, 2015, the Company had deferred revenue on its condensed consolidated balance sheet of $28.4 million and $17.7 million, respectively. 2. $10.0 million upfront investment in Series A-1 redeemable convertible preferred stock. In August, 2014 the Company entered into a Series A-1 redeemable convertible preferred stock purchase agreement with Sanofi. The Agreement was signed as a separate transaction from the Collaboration Agreement. Pursuant to the stock purchase agreement, the Company sold 6,666,667 shares of Series A-1 redeemable convertible preferred stock to Sanofi at $1.50 per share. The Company concluded that the $1.50 per share price represented the fair value of the redeemable convertible preferred stock issued. 3. $25.0 million milestone-based payment. The Company is eligible to receive a one-time, non-refundable, non-creditable payment of $25.0 million upon the submission of an investigational new drug application for any DCM-1 development candidate to the FDA or a comparable regulatory authority in Europe or another major market country for any DCM-1 product. The Company will account for this milestone payment separately from the rest of the agreement and recognize revenue upon achievement of the milestone. The Company had not achieved this milestone as of September 30, 2015. 4. Up to $85.0 million continuation payments. Under the Collaboration Agreement, Sanofi must determine by December 31, 2016 whether or not to continue the Collaboration Agreement. Sanofi agreed that if it so elected to continue the Collaboration Agreement, it would pay: · a one-time, non-refundable, non-creditable cash payment of $45.0 million · an additional $40.0 million in connection with the purchase of the Company’s preferred stock, assuming the Company has not previously closed (i) either a Qualified IPO (at which time this obligation will terminate) or a private financing prior to a Qualified IPO and (ii) Sanofi has not previously purchased shares of the Company’s stock pursuant to such rights to purchase the Company’s capital stock in accordance with the terms of the Collaboration Agreement. The $40.0 million was reduced by $5.0 million to $35.0 million in connection with Sanofi’s subsequent purchase of shares of the Company’s Series B redeemable convertible preferred stock in April 2015. In October 2015, Sanofi purchased 900,000 shares of common stock for gross proceeds of $9.0 million in conjunction with the Company’s IPO and the remaining obligation expired upon the closing of the IPO. Sanofi also had a time-restricted right to purchase $40.0 million in shares of the Company’s redeemable convertible preferred stock at the discounted price, which would have satisfied the $40.0 million obligation to purchase shares of the Company’s capital stock in connection with the continuation decision. Sanofi’s option to purchase $40.0 million of additional shares of the Company’s redeemable convertible preferred stock at the discounted price expired upon the closing of the Series B redeemable convertible preferred stock financing in April 2015. The Company believes that the continuation payments have significant uncertainty and are outside the control of the Company because Sanofi has sole discretion to determine whether or not to continue, and will therefore account for these potential payments separate from the other deliverables in this agreement. The Company has determined that Sanofi’s right to purchase the redeemable convertible preferred stock at the discounted price, and the Company’s corresponding obligation to issue this additional redeemable convertible preferred stock, represents a freestanding financial instrument. The freestanding convertible preferred stock call option liability was initially recorded at its fair value of $0.7 million in 2014. Changes in the fair value of this liability of ($0.4) million and ($0.3) million were recorded in the condensed consolidated statements of operations and comprehensive loss during the year ended December 31, 2014 and nine months ended September 30, 2015, respectively. As of September 30, 2015, Sanofi had not provided the confirmation of continuation under the Collaboration Agreement. The Company’s obligation to issue, and Sanofi’s option to purchase, $40.0 million of additional shares of the Company’s redeemable convertible preferred stock at the discounted price expired upon the closing of the Series B redeemable convertible preferred stock financing in April 2015. 5. Up to $45.0 million in-kind research and collaboration activities. Sanofi can fund up to $45.0 million of pre-approved funding of research and collaboration activities. Since Sanofi will pay its vendors and personnel directly as per the Collaboration Agreement, the Company will not receive cash from Sanofi and therefore will not account for the funding of the in-kind services. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 5. Balance Sheet Components Property and Equipment Property and equipment consist of the following (in thousands): September 30, 2015 December 31, 2014 Scientific equipment $ 3,963 $ 3,105 Furniture and equipment 283 217 Capitalized software 225 164 Leasehold improvements 297 123 Construction in process — 70 Total 4,768 3,679 Less: Accumulated depreciation and amortization (1,875 ) (1,256 ) Property and equipment, net $ 2,893 $ 2,423 Depreciation and amortization expense was $0.2 million, $0.2 million, $0.7 million, and $0.5 million for the three months ended September 30, 2015 and 2014 and for the nine months ended September 30, 2015 and 2014, respectively Accrued Liabilities Accrued liabilities consist of the following (in thousands): September 30, 2015 December 31, 2014 Payroll and related $ 2,100 $ 1,119 Clinical research and development 1,027 742 Legal and accounting fees 616 299 Other 275 171 Total accrued liabilities $ 4,018 $ 2,331 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Purchase Commitments The Company conducts product research and development programs through a combination of internal and collaborative programs that include, among others, arrangements with universities, contract research organizations and clinical research sites. The Company has contractual arrangements with these organizations; however, these contracts are generally cancelable on 30 days notice and the obligations under these contracts are largely based on services performed. Facility Leases On June 29, 2012, the Company entered into a 66-month lease for approximately 12,000 square feet of office and laboratory space in South San Francisco with annual payments of approximately $0.5 million. In connection with this lease agreement, the Company also entered into a shared facilities and services agreement with Global Blood Therapeutics, Inc. (“GBT”), a co-tenant in the office building (See Note 10). In October 2014, the Company entered into a lease assignment agreement with the owner of the building and GBT to allow GBT to sublease the Company’s portion of the building beginning in March 2015. For the nine month period ended September 30, 2015, the Company recorded approximately $0.2 million of sublease income and $0.2 million of sublease expense, which is recorded in interest and other income, net in the condensed consolidated statements of operations and comprehensive loss. On September 15, 2014, the Company entered into a five-year lease for approximately 34,400 square feet of office and laboratory space in South San Francisco. The Company may extend the lease for an additional three year term. The initial annual lease payments are $1.3 million, increasing to $1.6 million in the final year of the agreement. The lease period commenced in January 2015. The Company received a lease abatement for the first three months of the lease term, which is recorded as deferred rent and recognized over the lease term. Rent expense was $0.1 million, and $0.4 million for the three months ended September 30, 2014, and 2015, respectively. Rent expense was $0.4 million and $1.1 million for the nine month periods ended September 30, 2014 and 2015, respectively. Contingencies From time to time, the Company may have contingent liabilities that arise in the ordinary course of business activities. The Company accrues for such a liability when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. There were no contingent liabilities requiring accrual or disclosure as of December 31, 2014 or September 30, 2015. Guarantees and Indemnifications The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to certain of these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification arrangements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Company indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws, and agreements providing for indemnification entered into with its officers and directors. The term of the indemnification period lasts as long as an officer or director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification of directors and officers is unlimited; however, the Company currently holds director and officer liability insurance. This insurance allows the transfer of risk associated with its exposure and may enable it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations for any period presented. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Deficit | 7. Stockholders’ Deficit Common Stock Reserved for Issuance The Company has reserved shares of common stock, on an as-if-converted basis, for issuance as follows: September 30, 2015 December 31, 2014 Conversion of Series A redeemable convertible preferred stock 10,408,162 10,408,162 Conversion of Series A-1 redeemable convertible preferred 1,814,059 1,814,059 Conversion of Series B redeemable convertible preferred stock 4,644,526 — Options issued and outstanding 1,160,264 554,669 Options available for grant under stock option plan 348,150 312,911 Total 18,375,161 13,089,801 Redeemable Convertible Preferred Stock The Company’s amended and restated certificate of incorporation as of September 30, 2015 authorized the Company to issue 62,235,313 shares of redeemable convertible preferred stock with a par value of $0.0001 per share, of which 38,500,000 were designated Series A redeemable convertible preferred stock, 6,666,667 were designated Series A-1 redeemable convertible preferred stock, and 17,068,646 were designated Series B redeemable convertible preferred stock. From September 2012 through December 31, 2013, the Company issued an aggregate of 19,250,000 shares of Series A redeemable convertible preferred stock for net cash proceeds of $19.2 million. In February, June and July 2014, the Company issued an aggregate of 19,000,000 shares of Series A redeemable convertible preferred stock for net cash proceeds of $19.0 million. In August 2014, the Company issued 6,666,667 shares of Series A-1 redeemable convertible preferred stock to Sanofi for net cash proceeds of $9.9 million. In April 2015, the Company issued 17,068,646 shares of Series B redeemable convertible preferred stock to new and existing stockholders in exchange for net cash proceeds of $45.8 million. As of September 30, 2015, the outstanding redeemable convertible preferred stock was as follows (in thousands, except share data): Shares Authorized Shares Issued and Outstanding Liquidation Value Carrying Value Series A 38,500,000 38,250,000 $ 44,294 $ 43,715 Series A-1 6,666,667 6,666,667 10,925 10,837 Series B 17,068,646 17,068,646 47,643 47,491 Total 62,235,313 61,985,313 $ 102,862 $ 102,043 As of December 31, 2014, the outstanding redeemable convertible preferred stock was as follows (in thousands, except share data): Shares Authorized Shares Issued and Outstanding Liquidation Value Carrying Value Series A 38,500,000 38,250,000 $ 42,006 $ 41,359 Series A-1 6,666,667 6,666,667 10,327 10,229 Total 45,166,667 44,916,667 $ 52,333 $ 51,588 Redeemable Convertible Preferred Stock Call Option Liability The preferred stock purchase agreements for Series A redeemable convertible preferred stock provided the investors the right to participate in future tranches of the respective series funding at a fixed price equal to the original issue price. These rights were provided concurrently with the issuance of the original preferred stock purchase agreement. These liability classified redeemable convertible preferred stock call options have been determined to be freestanding financial instruments because they are freely transferable and separately exercisable. In connection with the Collaboration Agreement, the Company granted Sanofi the right to purchase $40.0 million of shares of redeemable convertible preferred stock at a discounted price in the future, which was determined to be a freestanding financial instrument. The Company determines the fair value of the redeemable convertible preferred stock call option liabilities using an option pricing model at each balance sheet date. Series A Redeemable Convertible Preferred Stock Call Option Liability On September 11, 2012, the Company sold a redeemable convertible preferred stock call option right to investors to participate in future tranches of Series A redeemable convertible preferred stock financing. As of December 31, 2012, the Company recorded an initial call option liability of $0.5 million and remeasured the call option liability immediately prior to each exercise as well as at each balance sheet date. The call option right was exercised in subsequent closings of financing from November 2012 through July 2014. During 2013, the Company remeasured the call option liability immediately before exercise and recorded $0.9 million in other income (expense) in the condensed consolidated statements of operations and comprehensive loss and reclassified the fair value of $0.2 million into preferred stock upon issuance of the Series A redeemable convertible preferred stock. In 2014, the Company remeasured the redeemable convertible preferred stock call option liability at the end of each quarter and immediately before exercise. For the year ended December 31, 2014 and nine months ended September 30, 2014, the Company recorded $15,000 and$15,000 in other income (expense) in the condensed consolidated statement of operations and comprehensive loss, respectively, and reclassified the fair value of $0.3 million into preferred stock upon issuance of the Series A redeemable convertible preferred stock. As of December 31, 2014, all closings of the Series A redeemable convertible preferred stock had been completed, and the Series A redeemable convertible preferred stock call option liability balance was zero. Series A-1 Redeemable Convertible Preferred Stock Call Option Liability The Company recorded an initial redeemable convertible preferred stock call option liability of $0.7 million in August 2014 upon entering into the Collaboration Agreement. The Company remeasured the redeemable convertible preferred stock call option liability to $0.3 million at December 31, 2014 For the year ended December 31, 2014 and the nine months ended September 30, 2014, the Company recorded the change in fair value of $0.4 million and $(0.5) million, respectively in other income (expense) in the condensed consolidated statements of operations and comprehensive loss. The Company remeasured the redeemable convertible preferred stock call option liability at March 31, 2015 and recorded the change in fair value of $0.3 million in other income (expense) in the condensed consolidated statements of operations and comprehensive loss reducing the balance to zero as of September 30, 2015. The Company’s obligation to issue $40.0 million additional shares of the Company’s redeemable convertible preferred stock to Sanofi at a discounted price expired upon the closing of the Series B redeemable convertible preferred stock financing in April 2015. Dividends and Distributions The holders of the outstanding shares of redeemable convertible preferred stock are entitled to receive, whether or not declared by the Board of Directors, a cumulative cash dividend at the rate of 8% of the original issue price per annum on each outstanding share of redeemable convertible preferred stock. The original issue price is $1.00 for Series A redeemable convertible preferred stock, $1.50 for Series A-1 redeemable convertible preferred stock and $2.695 for Series B redeemable convertible preferred stock. Such dividends shall be payable only when, as and if declared by the Board of Directors or upon a redemption or a Liquidation Event, as described below. After payment of dividends at the rate set forth above, any additional dividends declared will be distributed among all holders of the redeemable convertible preferred stock and common stock in proportion to the number of shares of common stock that would then be held by each such holder if all shares of the redeemable convertible preferred stock were converted into common stock. No dividends have been declared to date. As of September 30, 2015, the Company has recorded cumulative dividends relating to its Series A, A-1 and B redeemable convertible preferred stock of $6.0 million, $0.9 million, and $1.6 million, respectively. Redemption The Series B redeemable convertible preferred stock shall be redeemed by the Company at a price equal to the applicable original issue price, plus any dividends accrued but unpaid thereon, whether or not declared, in three annual installments commencing not more than 60 days after receipt by the Company of notice from the holders of a majority of the then outstanding shares of Series B redeemable convertible preferred stock at any time on or after five years from the date of issuance. The Series A and A-1 redeemable convertible preferred stock shall be redeemed by the Company at a price equal to the applicable original issue price, plus any dividends accrued but unpaid whether or not declared, in three annual installments commencing not more than 60 days after receipt by the Company of notice from the holders of a majority of the then outstanding shares of Series A and A-1 redeemable convertible preferred stock at any time on or after the later to occur of the redemption in full of the Series B redeemable convertible preferred stock and the date five years after the Series B redeemable convertible preferred stock original issuance date of April 2015. If the Company does not have sufficient funds legally available on the redemption date to redeem all of the shares of a class of redeemable convertible preferred stock, the Company shall redeem a pro rata portion of each holder’s redeemable convertible preferred stock of that class based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the available funds were sufficient to redeem all such shares, and shall redeem such remaining shares as soon as practicable after the Company has funds legally available there for. The redemption of the Series A and A-1 redeemable convertible preferred stock may only happen following the redemption in full of the Series B redeemable convertible preferred stock, and the redemption of the Series A and A-1 redeemable convertible preferred stock occur on a pari passu basis. Accretion of Redeemable Convertible Preferred Stock The Company recorded the Series A, A-1 and B redeemable convertible preferred stock at fair value on the dates of issuance, net of offering costs and the allocation of the fair value of the convertible preferred stock tranche liability. The Series B redeemable convertible preferred stock shares were originally issued with a contingent redemption which allowed the holders to redeem their shares in three annual installments upon the vote of a majority of the then outstanding shares of Series B redeemable convertible preferred stock at any time after five years of the Series B redeemable convertible preferred stock original issuance date in April 2015. The Series A and A-1 redeemable convertible preferred stock is redeemable in three annual installments on or after the later to occur of the redemption in full of the Series B redeemable convertible preferred stock and the date five years after the Series B redeemable convertible preferred stock original issuance date. Accordingly, the Company is accreting the Series A, A-1 and B redeemable convertible preferred stock for the change in the redemption value with the change recorded to accumulated deficit at the end of each reporting period. The Company is using the straight line method over the accretion periods, which results in approximately the same amounts as the effective interest rate method. The Company has accreted $30,000, and $26,000 for the three months ended September 30, 2014 and 2015, respectively and $0.1 million and $0.1 million during the nine months ended September 30, 2014 and 2015, respectively. Liquidation Rights Upon any voluntary or involuntary liquidation, dissolution, or winding up of the Company, any merger or consolidation following which the stockholders of the Company do not hold a majority, by voting power, of the capital stock of the surviving or successor entity (or its parent), or any sale or other disposition of all or substantially all of the Company’s assets (a “Liquidation Event”), before any distribution or payment shall be made to the holders of common stock, the holders of Series A, A-1 and B redeemable convertible preferred stock shall be entitled to be paid out of assets legally available for distribution, an amount equal to the original purchase price of the applicable series of redeemable convertible preferred stock plus all accrued but unpaid dividends. After payments of the full liquidation preferences of the Series B redeemable convertible preferred stock, the remaining assets of the Company available for distribution to stockholders will be distributed among and paid ratably to the holders of Series A and A-1 redeemable convertible preferred stock. After payments of the full liquidation preferences of the Series A and A-1 redeemable convertible preferred stock, the remaining assets of the Company available for distribution to stockholders will be distributed among and paid ratably to the holders of common stock in proportion to the number of shares held by them. Conversion Each series of redeemable convertible preferred stock is convertible at the option of the holder at any time into fully paid, nonassessable shares of common stock. The number of shares of common stock to which a holder is entitled upon conversion shall be the product obtained by multiplying the preferred conversion rate (determined by dividing the original issue price by the applicable preferred stock conversion price) by the number of shares being converted. The per share conversion price of the Series A, A-1 and B redeemable convertible preferred stock was initially $1.00, $1.50 and $2.695, respectively, and is subject to adjustment in connection with certain dilutive issuances, stock splits, combinations, dividends, distributions, recapitalizations and the like. Each share of redeemable convertible preferred stock automatically converts into common stock upon the closing of the sale of shares of Company common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, provided that such offering results in at least $30.0 million of gross proceeds, after deducting the underwriting’ discount and commissions, to the Company and following such offering such shares are listed on a NASDAQ exchange, the New York Stock Exchange or another internationally recognized stock exchange (a “Qualified IPO”). In addition, each share of Series B redeemable convertible preferred stock shall automatically be converted into common stock at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of Series B redeemable convertible preferred stock, and each share of Series A and A-1 convertible preferred stock shall automatically be converted into common stock at any time upon the affirmative election of the holders of at least a majority of the outstanding shares of Series A and A-1 redeemable convertible preferred stock voting together. As of September 30, 2015, each series of the Company’s redeemable convertible preferred stock is convertible into common stock on a 3.675:1 basis. Voting Rights The holders of each share of convertible preferred stock have one vote for each share of common stock into which such convertible preferred stock may be converted. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation The Company classifies stock-based compensation expense in the accompanying condensed consolidated statements of operations and comprehensive loss based on the department to which a recipient belongs. The following table sets forth stock-based compensation expense related to options granted to employees and consultants for all periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Research and development $ 29 $ 12 $ 79 $ 23 General and administrative 113 14 167 40 Total $ 142 $ 26 $ 246 $ 63 |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | 9. Net Loss per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator Net loss $ (5,462 ) $ (3,841 ) $ (15,037 ) $ (14,438 ) Cumulative dividends on redeemable convertible preferred (1,900 ) (858 ) (4,530 ) (1,891 ) Accretion of redeemable convertible preferred stock to (26 ) (30 ) (88 ) (126 ) Net loss attributable to common stockholders, basic and $ (7,388 ) $ (4,729 ) $ (19,655 ) $ (16,455 ) Denominator Weighted average shares outstanding 3,923,228 3,434,972 3,846,864 3,305,970 Less: weighted average shares subject to repurchase (1,268,863 ) (1,728,131 ) (1,382,988 ) (1,674,136 ) Weighted average shares used to compute basic and diluted 2,654,365 1,706,841 2,463,876 1,631,834 Net loss per share attributable to common stockholders: $ (2.78 ) $ (2.77 ) $ (7.98 ) $ (10.08 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: September 30, 2015 2014 Redeemable convertible preferred stock 16,866,747 12,222,221 Common stock subject to repurchase 1,200,946 1,776,917 Stock options to purchase common stock 1,160,264 331,950 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions In September 2012, the Company began receiving consulting and management services pursuant to an unwritten agreement with Third Rock Ventures, which owned 85% of the Company’s redeemable convertible preferred stock outstanding at December 31, 2014. The consulting fees were incurred in the ordinary course of business, and were $19,000 and $49,000 for the three months ended September 30, 2015 and 2014, respectively and $71,000 and $247,000 for the nine months ended September 30, 2015 and 2014, respectively. As of December 31, 2014 and September 30, 2015, the Company had an outstanding liability to Third Rock Ventures of $33,000 and $17,000, respectively. Effective July 29, 2013, the Company entered into a shared facilities and services agreement with GBT, a company that was majority-owned by Third Rock Ventures as of such date. In connection with that agreement, the Company reimbursed GBT for shared facilities and equipment of the Company’s former corporate headquarters location. During three months ended September 30, 2015 and 2014, the Company reimbursed expenses and equipment of $0 and $37,000, respectively, and $41,000 and $197,000 during the nine months ended September 30, 2015 and 2014, respectively to GBT. As of December 31, 2014 and September 30, 2015, the Company had an outstanding liability to GBT of $24,000 and zero, respectively. In October 2014, the Company entered into a lease assignment agreement with the owner of the former headquarters building and GBT to allow GBT to sublease the Company’s portion of the office after the Company relocated to its new corporate headquarters. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events 2015 Stock Option and Incentive Plan and 2015 Employee Stock Purchase Plan In October 2015, the Company’s Board of Directors and stockholders adopted the 2015 Stock Option and Incentive Plan (the “2015 Plan”) and the 2015 Employee Stock Purchase Plan. Under the 2015 Plan, 1,650,000 shares of common stock are initially reserved for issuance, as of the pricing of the Company’s initial public offering. The number of shares initially reserved for issuance under the 2015 Plan will be increased by (i) the number of shares represented by awards outstanding under the Company’s 2012 Equity Incentive Plan that are forfeited or lapse unexercised and which following the pricing date are not issued under the 2012 Plan, and (ii) an annual increase on January 1 of each year beginning on January 1, 2017. A total of 255,000 shares of common stock are initially reserved for future issuance under the 2015 Employee Stock Purchase Plan, subject to an annual increase on January 1 of each year beginning on January 1, 2017. Initial Public Offering On November 3, 2015, the Company completed the IPO of its common stock, which resulted in the sale of 6,253,125 shares, which included the full exercise of the underwriters’ option to purchase additional shares at a price to the public of $10.00 per share. The Company received net proceeds from the IPO of approximately $55.7 million, after deducting underwriting discounts and commissions and estimated offering costs. Immediately prior to the closing of the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock converted into shares of common stock. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The consolidated financial statements of the Company include the Company’s accounts and have been prepared in conformity with US GAAP. During 2015, the Company established a wholly-owned foreign subsidiary in Australia. The consolidated financial statements include the Company’s accounts and those of its wholly-owned subsidiary. All intercompany accounts and transactions and balances have been eliminated during consolidation. |
Use Of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses in the consolidated financial statements and the accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, clinical trial accruals, fair value of redeemable convertible preferred stock call option liability, redeemable convertible preferred stock, income taxes and stock-based compensation. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Segments | Segments The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating and evaluating financial performance. All revenues have been earned in the United States of America, and all long-lived assets are maintained in the United States of America. |
Fair Value Measurements | Fair Value Measurements Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis (at least annually). The carrying amount of the Company’s financial instruments, including note receivable, accounts payable and accrued expenses and other current liabilities approximate fair value due to their short-term maturities. The redeemable convertible preferred stock call option liability is carried at fair value. |
Risk and Uncertainties | Risk and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of results of clinical trials and reaching milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of any of the Company’s product candidates that receive regulatory approval, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. Products developed by the Company require approvals from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance that any of the Company’s product candidates will receive the necessary approvals. If the Company is denied approval, approval is delayed or the Company is unable to maintain approvals, it could have a materially adverse impact on the Company. The Company expects to incur substantial operating losses for the next several years and will need to obtain additional financing in order to complete clinical trials and launch and commercialize any product candidates for which it receives regulatory approval. There can be no assurance that such financing will be available or will be on terms acceptable by the Company. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, consisting of legal, accounting and other fees and costs relating to the IPO are capitalized. The deferred offering costs were offset against the proceeds received from the Company’s IPO in November 2015. There were zero and $1.7 million of deferred offering costs capitalized as of December 31, 2014 and September 30, 2015, respectively, in other long term assets on the consolidated balance sheets. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company records all shares of redeemable convertible preferred stock at their respective fair values on the dates of issuance. In the event of a change of control of the Company, proceeds will be distributed in accordance with the liquidation preferences set forth in the amended and restated certificate of incorporation unless the holders of redeemable convertible preferred stock have converted their redeemable convertible preferred shares into common shares. Therefore, the redeemable convertible preferred stock is classified outside of stockholders’ deficit on the accompanying condensed consolidated balance sheets as events triggering the liquidation preferences are not solely within the Company’s control. The carrying value of each series of redeemable convertible preferred stock is being accreted to its respective redemption value through the redemption date. |
Redeemable Convertible Preferred Stock Call Option | Redeemable Convertible Preferred Stock Call Option The Company has determined that the Company’s obligation to issue additional shares of the Company’s redeemable convertible preferred stock represents a freestanding financial instrument. The freestanding redeemable convertible preferred stock call option liability is initially recorded at fair value, with fair value changes recognized as increases or reductions in the condensed consolidated statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the redeemable convertible preferred stock call option, the completion of a deemed liquidation event, conversion of the redeemable convertible preferred stock into common stock, or until the holders of the redeemable convertible preferred stock can no longer trigger a deemed liquidation event. At that time, the redeemable convertible preferred stock call option liability will be reclassified to permanent equity with no further remeasurement required. The Company had recorded a redeemable convertible preferred stock call option liability, net in September 2012 related to the Series A redeemable convertible preferred stock financing, which was extinguished in July 2014 at the time of the final closing of the Series A redeemable convertible preferred stock. Additionally, the Company had recorded a redeemable convertible preferred stock call option liability in August 2014 related to the Collaboration Agreement, from which the call option expired in April 2015 at the time of the closing of the Company’s Series B redeemable convertible preferred stock financing. |
Revenue Recognition | Revenue Recognition The Company generates revenue from collaboration and license agreements for the development and commercialization of its products. Collaboration and license agreements may include non-refundable upfront license fees, partial or complete reimbursement of research and development costs, contingent consideration payments based on the achievement of defined collaboration objectives and royalties on sales of commercialized products. To date, the Company has not recognized revenue from sales of its product candidates. The Company recognizes revenue when all four of the following criteria have been met: (i) collectability is reasonably assured; (ii) delivery has occurred or services have been rendered; (iii) persuasive evidence of an arrangement exists; and (iv) the fee is fixed or determinable. Revenue under collaboration and license arrangements is recognized based on performance requirements of the contract. Collectability is assessed based on evaluation of payment criteria as stated in the contract as well as the creditworthiness of the collaboration partner. Determination of whether delivery has occurred or services rendered are based on management’s evaluation of the performance obligations as stated in the contract and progress made against those obligations. Evidence of arrangement is deemed to exist upon execution of the contract. Fees are considered fixed and determinable when the amount payable to the Company is no longer subject to any acceptance, refund rights or other contingencies that would alter the fixed nature of the fees charged for the deliverables. License and collaboration agreements may contain multiple elements as evaluated under Accounting Standards Codification (ASC) 605-25, Revenue Recognition- Multiple-Element Arrangements, Upfront payments for licenses are evaluated to determine if the licensee can obtain standalone value from the license separate from the value of the research and development services and other deliverables in the arrangement to be provided by the Company. The assessment of multiple-element arrangements also requires judgment in order to determine the allocation of revenue to each deliverable and the appropriate period of time over which the revenue should be recognized. If the Company determines that the license does not have standalone value separate from the research and development services, the license and the services are combined as one unit of accounting and upfront payments are recorded initially as deferred revenue in the condensed consolidated balance sheet. Revenue is then recognized on a straight-line basis over an estimated performance period that is consistent with the term of performance obligations, unless the Company determines there is a discernible pattern of performance other than straight-line, in which case the Company uses a proportionate performance method to recognize the revenue over the estimated performance period. If the license is determined to have standalone value, then the allocated consideration is recorded as revenue when the license is delivered. License and collaboration agreements may also contain milestone payments that become due upon the achievement of certain milestones. The Company applies ASC 605-28, Revenue Recognition—Milestone Method. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. There have been no items qualifying as other comprehensive loss and, therefore, for all periods presented, the Company’s comprehensive loss was the same as its reported net loss. |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock, common stock subject to repurchase, and stock options are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities as the convertible preferred stock is considered a participating security. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Because the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, and has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , Revenue Recognition. |
Reverse Stock Split | Reverse Stock Split In October 2015, the Company’s board of directors and stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse split of shares of the Company’s issued and outstanding common stock at a 1-for-3.675 ratio and a proportional adjustment to the conversion ratio of its redeemable convertible preferred stock. The reverse stock split was effected on October 23, 2015. The par value and the authorized shares of the Company’s common stock and the par value and the authorized, issued and outstanding shares of the Company’s redeemable convertible preferred stock were not adjusted as a result of the reverse stock split. All issued and outstanding shares of common stock and common stock per share amounts and an adjustment to the redeemable convertible preferred stock ratio contained in these condensed consolidated financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Liabilities Measured on Recurring Basis | The Company measures and reports certain financial instruments as liabilities at fair value on a recurring basis. These instruments consist of the redeemable convertible preferred stock call option liability, which is considered a Level 3 instrument. The fair value of this instrument was as follows (in thousands): Fair Value Measurements at December 31, 2014 Total Level 1 Level 2 Level 3 Liabilities Redeemable convertible preferred stock call option liability, net $ 314 $ — $ — $ 314 |
Summary of Changes in Fair Value of Company's Level 3 Financial Instruments | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments as follows (in thousands): Convertible preferred stock call option liability, net Balance at December 31, 2014 $ 314 Change in fair value recorded in statement of operations and comprehensive loss (314 ) Balance at September 30, 2015 $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following (in thousands): September 30, 2015 December 31, 2014 Scientific equipment $ 3,963 $ 3,105 Furniture and equipment 283 217 Capitalized software 225 164 Leasehold improvements 297 123 Construction in process — 70 Total 4,768 3,679 Less: Accumulated depreciation and amortization (1,875 ) (1,256 ) Property and equipment, net $ 2,893 $ 2,423 |
Summary of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): September 30, 2015 December 31, 2014 Payroll and related $ 2,100 $ 1,119 Clinical research and development 1,027 742 Legal and accounting fees 616 299 Other 275 171 Total accrued liabilities $ 4,018 $ 2,331 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Class Of Stock [Line Items] | |
Schedule of Common Stock Reserved for Issuance | The Company has reserved shares of common stock, on an as-if-converted basis, for issuance as follows: September 30, 2015 December 31, 2014 Conversion of Series A redeemable convertible preferred stock 10,408,162 10,408,162 Conversion of Series A-1 redeemable convertible preferred 1,814,059 1,814,059 Conversion of Series B redeemable convertible preferred stock 4,644,526 — Options issued and outstanding 1,160,264 554,669 Options available for grant under stock option plan 348,150 312,911 Total 18,375,161 13,089,801 |
Redeemable Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Schedule of Outstanding Redeemable Convertible Preferred Stock | As of September 30, 2015, the outstanding redeemable convertible preferred stock was as follows (in thousands, except share data): Shares Authorized Shares Issued and Outstanding Liquidation Value Carrying Value Series A 38,500,000 38,250,000 $ 44,294 $ 43,715 Series A-1 6,666,667 6,666,667 10,925 10,837 Series B 17,068,646 17,068,646 47,643 47,491 Total 62,235,313 61,985,313 $ 102,862 $ 102,043 As of December 31, 2014, the outstanding redeemable convertible preferred stock was as follows (in thousands, except share data): Shares Authorized Shares Issued and Outstanding Liquidation Value Carrying Value Series A 38,500,000 38,250,000 $ 42,006 $ 41,359 Series A-1 6,666,667 6,666,667 10,327 10,229 Total 45,166,667 44,916,667 $ 52,333 $ 51,588 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense Related to Options Granted to Employees and Consultants | The following table sets forth stock-based compensation expense related to options granted to employees and consultants for all periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Research and development $ 29 $ 12 $ 79 $ 23 General and administrative 113 14 167 40 Total $ 142 $ 26 $ 246 $ 63 |
Net Loss per Share Attributab22
Net Loss per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator Net loss $ (5,462 ) $ (3,841 ) $ (15,037 ) $ (14,438 ) Cumulative dividends on redeemable convertible preferred (1,900 ) (858 ) (4,530 ) (1,891 ) Accretion of redeemable convertible preferred stock to (26 ) (30 ) (88 ) (126 ) Net loss attributable to common stockholders, basic and $ (7,388 ) $ (4,729 ) $ (19,655 ) $ (16,455 ) Denominator Weighted average shares outstanding 3,923,228 3,434,972 3,846,864 3,305,970 Less: weighted average shares subject to repurchase (1,268,863 ) (1,728,131 ) (1,382,988 ) (1,674,136 ) Weighted average shares used to compute basic and diluted 2,654,365 1,706,841 2,463,876 1,631,834 Net loss per share attributable to common stockholders: $ (2.78 ) $ (2.77 ) $ (7.98 ) $ (10.08 ) |
Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: September 30, 2015 2014 Redeemable convertible preferred stock 16,866,747 12,222,221 Common stock subject to repurchase 1,200,946 1,776,917 Stock options to purchase common stock 1,160,264 331,950 |
Formation and Business of the23
Formation and Business of the Company - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 03, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Date of incorporation | Jun. 8, 2012 | ||||
Accumulated deficit | $ (56,213) | $ (36,906) | |||
Cash | $ 64,545 | $ 43,648 | $ 49,908 | $ 1,911 | |
Subsequent Event | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Net proceeds from initial public offering | $ 55,700 | ||||
Subsequent Event | IPO | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Issuance of common stock | 6,253,125 | ||||
Shares issued, price per share | $ 10 | ||||
Subsequent Event | Overallotment Option | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Issuance of common stock | 815,625 | ||||
Subsequent Event | Redeemable Convertible Preferred Stock | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Conversion of preferred stock into common stock | 16,866,747 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2015 | Sep. 30, 2015USD ($)Segment | Dec. 31, 2014USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of reportable and operating segment | 1 | ||
Deferred offering cots | $ | $ 1,700,000 | $ 0 | |
Reverse stock split effective date | Oct. 23, 2015 | ||
Subsequent Event | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Reverse split ratio of shares of issued and outstanding common stock | 0.272 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Fair Value Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Liabilities | ||
Redeemable convertible preferred stock call option liability, net | $ 0 | $ 314 |
Fair Value Measurements on Recurring Basis | Level 3 | ||
Liabilities | ||
Redeemable convertible preferred stock call option liability, net | $ 314 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Redeemable convertible preferred stock call option liability, net | $ 0 | $ 314,000 |
Transfers between level 1 to level 2 | 0 | 0 |
Transfers between level 2 to level 1 | $ 0 | $ 0 |
Fair Value Measurement - Summ27
Fair Value Measurement - Summary of Changes in Fair Value of Company's Level 3 Financial Instruments (Details) - Convertible Preferred Stock Call Option Liability, Net $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 314 |
Change in fair value recorded in statement of operations and comprehensive loss | (314) |
Ending balance | $ 0 |
Collaboration and License Agr28
Collaboration and License Agreement - Additional Information (Details) | Nov. 03, 2015shares | Oct. 31, 2015USD ($)shares | Apr. 30, 2015USD ($)shares | Aug. 31, 2014USD ($)Program$ / sharesshares | Sep. 30, 2015USD ($)$ / shares | Dec. 31, 2014USD ($) |
Subsequent Event | IPO | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Issuance of common stock | shares | 6,253,125 | |||||
Series A-1 Redeemable Convertible Preferred Stock | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Issuance of common stock | shares | 6,666,667 | |||||
Fair value of stock per share price | $ / shares | $ 1.50 | |||||
Series B Redeemable Convertible Preferred Stock | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Issuance of common stock | shares | 17,068,646 | |||||
Fair value of stock per share price | $ / shares | $ 2.695 | |||||
Sanofi (Aventis Inc.) | Collaborative Agreement | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Upfront cash received under collaboration agreement | $ 35,000,000 | |||||
Initial equity investment | 10,000,000 | |||||
Eligible to receive milestone payment | 25,000,000 | |||||
Project continuation payment | $ 45,000,000 | |||||
Period for research and clinical activities | 4 years | |||||
Number of research programs | Program | 3 | |||||
Deferred revenue | $ 35,000,000 | $ 17,700,000 | $ 28,400,000 | |||
Revenue recognized under collaboration agreement | $ 10,600,000 | 5,900,000 | ||||
Project continuation, additional payment | 40,000,000 | |||||
Project continuation, additional payment description | an additional $40.0 million in connection with the purchase of the Company’s preferred stock, assuming the Company has not previously closed (i) either a Qualified IPO (at which time this obligation will terminate) or a private financing prior to a Qualified IPO and (ii) Sanofi has not previously purchased shares of the Company’s stock pursuant to such rights to purchase the Company’s capital stock in accordance with the terms of the Collaboration Agreement | |||||
Time restricted rights to purchase stock, value | $ 40,000,000 | |||||
Convertible preferred stock at discount | 40,000,000 | |||||
Redeemable convertible preferred stock call option liability fair value | $ 700,000 | |||||
Change in fair value of redeemable convertible preferred stock call option liability | $ (300,000) | $ (400,000) | ||||
Sanofi (Aventis Inc.) | Collaborative Agreement | Subsequent Event | IPO | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Issuance of common stock | shares | 900,000 | |||||
Value of common stock | $ 9,000,000 | |||||
Sanofi (Aventis Inc.) | Collaborative Agreement | Series A-1 Redeemable Convertible Preferred Stock | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Issuance of common stock | shares | 6,666,667 | |||||
Fair value of stock per share price | $ / shares | $ 1.50 | |||||
Sanofi (Aventis Inc.) | Collaborative Agreement | Series B Redeemable Convertible Preferred Stock | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Project continuation, additional payment | $ 35,000,000 | |||||
Decrease in project continuation additional payment | $ 5,000,000 | |||||
Sanofi (Aventis Inc.) | Collaborative Agreement | Maximum | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Proceeds from collaboration agreement | $ 200,000,000 | |||||
Project continuation payment | 85,000,000 | |||||
Funding from approved in-kind research and clinical activities | $ 45,000,000 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 4,768 | $ 3,679 |
Less: Accumulated depreciation and amortization | (1,875) | (1,256) |
Property and equipment, net | 2,893 | 2,423 |
Scientific Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 3,963 | 3,105 |
Furniture and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 283 | 217 |
Capitalized Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 225 | 164 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 297 | 123 |
Construction in Process | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 70 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Depreciation and amortization | $ 200 | $ 200 | $ 741 | $ 507 |
Balance Sheet Components - Su31
Balance Sheet Components - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Balance Sheet Related Disclosures [Abstract] | ||
Payroll and related | $ 2,100 | $ 1,119 |
Clinical research and development | 1,027 | 742 |
Legal and accounting fees | 616 | 299 |
Other | 275 | 171 |
Total accrued liabilities | $ 4,018 | $ 2,331 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Sep. 15, 2014USD ($)ft² | Jun. 29, 2012USD ($)ft² | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Commitments And Contingencies Disclosure [Line Items] | |||||||
Purchase commitment cancellation notice period | 30 days | ||||||
Rent expense | $ 400,000 | $ 100,000 | $ 1,100,000 | $ 400,000 | |||
Contingent liability for accrual | $ 0 | 0 | $ 0 | ||||
Facility Leases Member | |||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||
Lease period | 5 years | 66 months | |||||
Area of leased property | ft² | 34,400 | 12,000 | |||||
Annual lease payments | $ 500,000 | ||||||
Sublease income | 200,000 | ||||||
Sublease expense | $ 200,000 | ||||||
Additional period of extension in lease contract | 3 years | ||||||
Initial annual lease payments | $ 1,300,000 | ||||||
Increase in lease payments at final year of agreement | $ 1,600,000 | ||||||
Lease commencement period | 2015-01 | ||||||
Lease abatement period | 3 months |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Common Stock Reserved for Issuance(Details) - shares | Sep. 30, 2015 | Dec. 31, 2014 |
Class Of Stock [Line Items] | ||
Shares reserved for future issuance, shares | 18,375,161 | 13,089,801 |
Options available for grant under stock option plan | 348,150 | 312,911 |
Series A Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance, shares | 10,408,162 | 10,408,162 |
Series A-1 Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance, shares | 1,814,059 | 1,814,059 |
Series B Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance, shares | 4,644,526 | |
Options Issued and Outstanding | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance, shares | 1,160,264 | 554,669 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 16 Months Ended | ||||||
Apr. 30, 2015 | Mar. 31, 2015 | Aug. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class Of Stock [Line Items] | ||||||||||||
Change in fair value of redeemable convertible preferred stock call option liability | $ (452,000) | $ 314,000 | $ (473,000) | |||||||||
Cumulative cash dividend rate | 8.00% | |||||||||||
Dividends declared | $ 0 | |||||||||||
Gross proceeds from conversion of redeemable convertible preferred stock | $ 30,000,000 | |||||||||||
Redeemable convertible preferred stock converted ratio | 367.50% | |||||||||||
Redeemable Convertible Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Redeemable convertible preferred stock, shares authorized | 62,235,313 | 62,235,313 | 45,166,667 | |||||||||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||
Rights to purchase preferred stock shares at a discounted price | $ 40,000,000 | $ 40,000,000 | ||||||||||
Accretion of redeemable preferred stock | $ 26,000 | $ 30,000 | $ 100,000 | 100,000 | ||||||||
Series A Redeemable Convertible Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Redeemable convertible preferred stock, shares authorized | 38,500,000 | 38,500,000 | 38,500,000 | |||||||||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Redeemable convertible preferred stock, shares issued | 19,000,000 | 19,250,000 | ||||||||||
Net cash proceeds from issuance of redeemable convertible preferred stock | $ 19,000,000 | 18,995,000 | $ 19,200,000 | |||||||||
Call option liability | $ 0 | $ 500,000 | ||||||||||
Change in fair value of redeemable convertible preferred stock call option liability | 15,000 | 15,000 | $ 900,000 | |||||||||
Reclassification of call option liability fair value to preferred stock upon issuance | 300,000 | $ 300,000 | $ 200,000 | |||||||||
Issue price | $ 1 | $ 1 | ||||||||||
Cumulative dividends recorded | $ 6,000,000 | $ 6,000,000 | ||||||||||
Conversion price | $ 1 | $ 1 | ||||||||||
Series A-1 Redeemable Convertible Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Redeemable convertible preferred stock, shares authorized | 6,666,667 | 6,666,667 | 6,666,667 | |||||||||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Redeemable convertible preferred stock, shares issued | 6,666,667 | |||||||||||
Net cash proceeds from issuance of redeemable convertible preferred stock | $ 9,900,000 | 9,896,000 | ||||||||||
Rights to purchase preferred stock shares at a discounted price | $ 40,000,000 | $ 40,000,000 | ||||||||||
Call option liability | $ 700,000 | $ 300,000 | ||||||||||
Change in fair value of redeemable convertible preferred stock call option liability | $ 300,000 | $ 0 | $ (500,000) | $ 400,000 | ||||||||
Issue price | $ 1.50 | $ 1.50 | ||||||||||
Cumulative dividends recorded | $ 900,000 | $ 900,000 | ||||||||||
Conversion price | $ 1.50 | $ 1.50 | ||||||||||
Series B Redeemable Convertible Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Redeemable convertible preferred stock, shares authorized | 17,068,646 | 17,068,646 | 0 | |||||||||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Redeemable convertible preferred stock, shares issued | 17,068,646 | |||||||||||
Net cash proceeds from issuance of redeemable convertible preferred stock | $ 45,800,000 | $ 45,837,000 | ||||||||||
Issue price | $ 2.695 | $ 2.695 | ||||||||||
Cumulative dividends recorded | $ 1,600,000 | $ 1,600,000 | ||||||||||
Conversion price | $ 2.695 | $ 2.695 |
Stockholders' Deficit - Sched35
Stockholders' Deficit - Schedule of Outstanding Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Series A Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 38,500,000 | 38,500,000 |
Shares Issued | 38,250,000 | 38,250,000 |
Shares Outstanding | 38,250,000 | 38,250,000 |
Liquidation Value | $ 44,294 | $ 42,006 |
Carrying Value | $ 43,715 | $ 41,359 |
Series A-1 Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 6,666,667 | 6,666,667 |
Shares Issued | 6,666,667 | 6,666,667 |
Shares Outstanding | 6,666,667 | 6,666,667 |
Liquidation Value | $ 10,925 | $ 10,327 |
Carrying Value | $ 10,837 | $ 10,229 |
Series B Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 17,068,646 | 0 |
Shares Issued | 17,068,646 | 0 |
Shares Outstanding | 17,068,646 | 0 |
Liquidation Value | $ 47,643 | $ 0 |
Carrying Value | $ 47,491 | |
Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 62,235,313 | 45,166,667 |
Shares Issued | 61,985,313 | 44,916,667 |
Shares Outstanding | 61,985,313 | 44,916,667 |
Liquidation Value | $ 102,862 | $ 52,333 |
Carrying Value | $ 102,043 | $ 51,588 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense Related to Options Granted to Employees and Consultants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 142 | $ 26 | $ 246 | $ 63 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 29 | 12 | 79 | 23 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 113 | $ 14 | $ 167 | $ 40 |
Net Loss per Share Attributab37
Net Loss per Share Attributable to Common Stockholders - Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator | ||||
Net loss | $ (5,462) | $ (3,841) | $ (15,037) | $ (14,438) |
Cumulative dividend relating to redeemable convertible preferred stock | (1,900) | (858) | (4,530) | (1,891) |
Accretion of redeemable convertible preferred stock to redemption value | (26) | (30) | (88) | (126) |
Net loss attributable to common stockholders | $ (7,388) | $ (4,729) | $ (19,655) | $ (16,455) |
Denominator | ||||
Weighted average shares outstanding | 3,923,228 | 3,434,972 | 3,846,864 | 3,305,970 |
Less: weighted average shares subject to repurchase | (1,268,863) | (1,728,131) | (1,382,988) | (1,674,136) |
Weighted average shares used to compute basic and diluted net loss per share | 2,654,365 | 1,706,841 | 2,463,876 | 1,631,834 |
Net loss per share attributable to common stockholders: | ||||
Basic and diluted | $ (2.78) | $ (2.77) | $ (7.98) | $ (10.08) |
Net Loss per Share Attributab38
Net Loss per Share Attributable to Common Stockholders - Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Redeemable convertible preferred stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share | 16,866,747 | 12,222,221 |
Common stock subject to repurchase | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share | 1,200,946 | 1,776,917 |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share | 1,160,264 | 331,950 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Third Rock Ventures | |||||
Related Party Transaction [Line Items] | |||||
Redeemable convertible preferred stock ownership percentage | 85.00% | ||||
Related party costs | $ 19,000 | $ 49,000 | $ 71,000 | $ 247,000 | |
Due to related parties | 17,000 | 17,000 | $ 33,000 | ||
GBT | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 0 | 0 | $ 24,000 | ||
Company reimbursed expenses and equipment | $ 0 | $ 37,000 | $ 41,000 | $ 197,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 03, 2015 | Oct. 16, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||
Shares reserved for future issuance, shares | 18,375,161 | 13,089,801 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Net proceeds from initial public offering | $ 55.7 | |||
Subsequent Event | IPO | ||||
Subsequent Event [Line Items] | ||||
Issuance of common stock | 6,253,125 | |||
Subsequent Event | Overallotment Option | ||||
Subsequent Event [Line Items] | ||||
Issuance of common stock | 815,625 | |||
Issue price | $ 10 | |||
Subsequent Event | 2015 Equity Incentive Award Plan | ||||
Subsequent Event [Line Items] | ||||
Shares reserved for future issuance, shares | 1,650,000 | |||
Subsequent Event | 2015 Employee Stock Purchase Plan | ||||
Subsequent Event [Line Items] | ||||
Shares reserved for future issuance, shares | 255,000 |