Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 03, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MYOK | ||
Entity Registrant Name | MyoKardia Inc | ||
Entity Central Index Key | 1,552,451 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 31,416,922 | ||
Entity Public Float | $ 185,549,272 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 135,797 | $ 112,265 |
Short-term investments | 4,072 | |
Receivable from collaboration partner | 45,000 | |
Prepaid expenses and other current assets | 1,394 | 1,282 |
Total current assets | 186,263 | 113,547 |
Property and equipment, net | 2,758 | 2,744 |
Long-term investments | 12,002 | |
Other long term assets | 283 | 289 |
Total assets | 201,306 | 116,580 |
Current liabilities | ||
Accounts payable | 1,798 | 2,143 |
Accrued liabilities | 8,690 | 5,633 |
Deferred revenue - current | 22,500 | 14,199 |
Total current liabilities | 32,988 | 21,975 |
Other long-term liabilities | 436 | 732 |
Deferred revenue—noncurrent | 22,500 | |
Total liabilities | 55,924 | 22,707 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value, 150,000,000 and 150,000,000 shares authorized at December 31, 2016 and 2015, respectively; 31,428,998 and 27,053,156 shares, issued and outstanding at December 31, 2016 and 2015, respectively | 3 | 3 |
Additional paid-in capital | 223,208 | 158,555 |
Accumulated other comprehensive income | 8 | |
Accumulated deficit | (77,837) | (64,685) |
Total stockholders’ equity | 145,382 | 93,873 |
Total liabilities and stockholders’ equity | $ 201,306 | $ 116,580 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 31,428,998 | 27,053,156 |
Common stock, shares outstanding | 31,428,998 | 27,053,156 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Collaboration and license revenue | $ 39,199 | $ 14,199 | $ 5,916 |
Operating expenses: | |||
Research and development | 36,215 | 28,393 | 18,296 |
General and administrative | 16,289 | 9,019 | 4,838 |
Total operating expenses | 52,504 | 37,412 | 23,134 |
Loss from operations | (13,305) | (23,213) | (17,218) |
Interest and other income, net | 153 | (47) | 2 |
Change in fair value of redeemable convertible preferred stock call option liability | 314 | 387 | |
Net loss | (13,152) | (22,946) | (16,829) |
Other comprehensive income | 8 | ||
Comprehensive loss | (13,144) | (22,946) | (16,829) |
Cumulative dividend relating to redeemable convertible preferred stock | (5,151) | (2,864) | |
Accretion of redeemable convertible preferred stock to redemption value | (98) | (158) | |
Net loss attributable to common stockholders | $ (13,152) | $ (28,195) | $ (19,851) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.48) | $ (4.48) | $ (11.30) |
Weighted average number of shares used to compute net loss per share attributable to common stockholders, basic and diluted | 27,475,792 | 6,292,800 | 1,756,900 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Equity - USD ($) $ in Thousands | Total | IPO | Follow-on Offering | Conversion of Series A into Common Stock During IPO | Conversion of Series A-1 into Common Stock During IPO | Conversion Of Series B Into Common Stock During I P O | Series A Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred StockConversion of Series A into Common Stock During IPO | Series A-1 Redeemable Convertible Preferred Stock | Series A-1 Redeemable Convertible Preferred StockConversion of Series A-1 into Common Stock During IPO | Series B Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred StockConversion Of Series B Into Common Stock During I P O | Common Stock | Common StockIPO | Common StockFollow-on Offering | Common StockConversion of Series A into Common Stock During IPO | Common StockConversion of Series A-1 into Common Stock During IPO | Common StockConversion Of Series B Into Common Stock During I P O | Additional Paid-In Capital | Additional Paid-In CapitalIPO | Additional Paid-In CapitalFollow-on Offering | Additional Paid-In CapitalConversion of Series A into Common Stock During IPO | Additional Paid-In CapitalConversion of Series A-1 into Common Stock During IPO | Additional Paid-In CapitalConversion Of Series B Into Common Stock During I P O | Accumulated Other Comprehensive Income/ (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2013 | $ (17,247) | $ (17,247) | ||||||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2013 | 3,178,081 | |||||||||||||||||||||||||
Beginning balance, redeemable convertible preferred stock at Dec. 31, 2013 | $ 19,388 | |||||||||||||||||||||||||
Beginning balance, redeemable convertible preferred stock, shares at Dec. 31, 2013 | 19,250,000 | |||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs, value | $ 19,282 | $ 9,896 | ||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs, shares | 19,000,000 | 6,666,667 | ||||||||||||||||||||||||
Issuance of common stock for stock option exercises, value | 4 | $ 4 | ||||||||||||||||||||||||
Issuance of common stock for stock option exercises, shares | 480,723 | |||||||||||||||||||||||||
Repurchase of early exercised stock options, value | (8) | (8) | ||||||||||||||||||||||||
Repurchase of early exercised stock options, shares | (24,370) | |||||||||||||||||||||||||
Vesting of early exercised stock options and restricted stock | 104 | 104 | ||||||||||||||||||||||||
Share-based compensation | 92 | 92 | ||||||||||||||||||||||||
Dividends on redeemable convertible preferred stock | $ 2,537 | $ 327 | ||||||||||||||||||||||||
Redeemable convertible preferred stock dividends | (2,864) | (192) | (2,672) | |||||||||||||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | 152 | 6 | ||||||||||||||||||||||||
Accretion of convertible preferred stock value | (158) | (158) | ||||||||||||||||||||||||
Net loss | (16,829) | (16,829) | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2014 | $ (36,906) | (36,906) | ||||||||||||||||||||||||
Ending balance, shares at Dec. 31, 2014 | 3,634,434 | |||||||||||||||||||||||||
Ending balance, redeemable convertible preferred stock at Dec. 31, 2014 | $ 41,359 | $ 10,229 | ||||||||||||||||||||||||
Ending balance, redeemable convertible preferred stock, shares at Dec. 31, 2014 | 38,250,000 | 6,666,667 | ||||||||||||||||||||||||
Issuance of common stock during offering, net of issuance costs, value | $ 55,627 | $ 1 | $ 55,626 | |||||||||||||||||||||||
Issuance of common stock during offering, net of issuance costs, shares | 6,253,125 | |||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs, value | $ 45,837 | |||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs, shares | 17,068,646 | |||||||||||||||||||||||||
Issuance of common stock for stock option exercises, shares | 352,978 | 352,978 | ||||||||||||||||||||||||
Repurchase of early exercised stock options, value | $ (19) | (19) | ||||||||||||||||||||||||
Repurchase of early exercised stock options, shares | (54,128) | |||||||||||||||||||||||||
Vesting of early exercised stock options and restricted stock | 177 | 177 | ||||||||||||||||||||||||
Share-based compensation | 516 | 516 | ||||||||||||||||||||||||
Dividends on redeemable convertible preferred stock | $ 2,541 | $ 663 | $ 1,947 | |||||||||||||||||||||||
Redeemable convertible preferred stock dividends | (5,151) | (416) | (4,735) | |||||||||||||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 73 | $ 12 | $ 12 | 500 | ||||||||||||||||||||||
Accretion of convertible preferred stock value | (98) | (98) | ||||||||||||||||||||||||
Conversion of redeemable convertible preferred stock into common stock, value, shares | (38,250,000) | (6,666,667) | (17,068,646) | 10,408,162 | 1,814,059 | 4,644,526 | ||||||||||||||||||||
Conversion of redeemable convertible preferred stock into common stock, value | $ 43,973 | $ 10,904 | $ 47,796 | $ (43,973) | $ (10,904) | $ (47,796) | $ 1 | $ 1 | $ 43,972 | $ 10,904 | $ 47,795 | |||||||||||||||
Net loss | (22,946) | (22,946) | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2015 | 93,873 | $ 3 | 158,555 | (64,685) | ||||||||||||||||||||||
Ending balance, shares at Dec. 31, 2015 | 27,053,156 | |||||||||||||||||||||||||
Issuance of common stock during offering, net of issuance costs, value | $ 61,110 | $ 61,110 | ||||||||||||||||||||||||
Issuance of common stock during offering, net of issuance costs, shares | 4,370,000 | |||||||||||||||||||||||||
Issuance of common stock for stock option exercises, value | $ 13 | 13 | ||||||||||||||||||||||||
Issuance of common stock for stock option exercises, shares | 18,913 | 18,913 | ||||||||||||||||||||||||
Issuance of common stock for employee stock purchase plan, value | $ 493 | 493 | ||||||||||||||||||||||||
Issuance of common stock for employee stock purchase plan, shares | 52,913 | |||||||||||||||||||||||||
Repurchase of early exercised stock options, value | (48) | (48) | ||||||||||||||||||||||||
Repurchase of early exercised stock options, shares | (65,984) | |||||||||||||||||||||||||
Vesting of early exercised stock options and restricted stock | 272 | 272 | ||||||||||||||||||||||||
Share-based compensation | 2,813 | 2,813 | ||||||||||||||||||||||||
Unrealized gains/(losses), net of tax benefits | 8 | $ 8 | ||||||||||||||||||||||||
Net loss | (13,152) | (13,152) | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2016 | $ 145,382 | $ 3 | $ 223,208 | $ 8 | $ (77,837) | |||||||||||||||||||||
Ending balance, shares at Dec. 31, 2016 | 31,428,998 |
Consolidated Statements of Red6
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Series A Redeemable Convertible Preferred Stock | |||
Convertible preferred stock, issuance costs | $ 7 | ||
Tranche liability | 288 | ||
Series A-1 Redeemable Convertible Preferred Stock | |||
Convertible preferred stock, issuance costs | $ 104 | ||
Series B Redeemable Convertible Preferred Stock | |||
Convertible preferred stock, issuance costs | $ 163 | ||
IPO | Common Stock | |||
Issuance costs | $ 6,903 | ||
Follow On Offering | Common Stock | |||
Issuance costs | $ 4,441 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | |||
Net loss | $ (13,152,000) | $ (22,946,000) | $ (16,829,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Stock-based compensation expense | 2,813,000 | 516,000 | 92,000 |
Depreciation | 1,111,000 | 965,000 | 712,000 |
Gain on disposal of equipment | (4,000) | ||
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) | (387,000) | |
Changes in operating assets and liabilities: | |||
Receivable from collaboration partner | (45,000,000) | ||
Prepaid expenses and other current assets | (112,000) | (852,000) | (198,000) |
Other long term assets | (24,000) | 39,000 | |
Accounts payable | (434,000) | 1,301,000 | (340,000) |
Accrued liabilities | 3,250,000 | 2,940,000 | 1,540,000 |
Other long term liabilities | (109,000) | 454,000 | (16,000) |
Deferred revenue | 30,801,000 | (14,199,000) | 28,398,000 |
Net cash (used in) provided by operating activities | (20,856,000) | (32,100,000) | 13,658,000 |
Cash flow from investing activities | |||
Purchases of investments | (16,060,000) | ||
Purchases of property and equipment | (1,083,000) | (1,446,000) | (716,000) |
Proceeds from sale of equipment | 134,000 | ||
Decrease (increase) in restricted cash | 30,000 | 60,000 | (260,000) |
Net cash used in investing activities | (17,113,000) | (1,252,000) | (976,000) |
Cash flow from financing activities | |||
Proceeds from issuance of common stock during IPO, net of issuance costs | (153,000) | 55,780,000 | |
Proceeds from exercise of stock options and employee stock purchase plan | 506,000 | 352,000 | 165,000 |
Net cash provided by financing activities | 61,501,000 | 101,969,000 | 29,055,000 |
Net increase in cash and cash equivalents | 23,532,000 | 68,617,000 | 41,737,000 |
Cash and cash equivalents at beginning of period | 112,265,000 | 43,648,000 | 1,911,000 |
Cash and cash equivalents at end of period | 135,797,000 | 112,265,000 | 43,648,000 |
Non-cash investing and financing activities: | |||
Unpaid financing-related costs included in period-end accounts payable | 38,000 | ||
Unpaid financing-related costs included in period-end accrued liabilities | 153,000 | ||
Vesting of early exercised options and restricted stock | 272,000 | 177,000 | 104,000 |
Unpaid portion of property and equipment purchases included in period-end accounts payable | 97,000 | 47,000 | 91,000 |
Unpaid portion of property and equipment purchases included in period-end accrued liabilities | 6,000 | 14,000 | |
Accretion of redeemable convertible preferred stock to redemption value | 98,000 | 158,000 | |
Accretion of dividends on redeemable convertible preferred stock | 5,151,000 | 2,864,000 | |
Follow-on Offering | |||
Cash flow from financing activities | |||
Issuance of common stock in connection with the 2016 follow-on offering, net of issuance costs | $ 61,148,000 | ||
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 flow from financing activities | |||
Proceeds from issuance of preferred stock, net of issuance costs | 18,994,000 | ||
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 | (300,000) | (400,000) | |
Cash flow from financing activities | |||
Proceeds from issuance of preferred stock, net of issuance costs | $ 9,896,000 | ||
Series B Redeemable Convertible Preferred Stock | |||
Cash flow from financing activities | |||
Proceeds from issuance of preferred stock, net of issuance costs | $ 45,837,000 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization 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 is currently enrolling subjects in a Phase 2 clinical trial of MYK-461, our product candidate for the treatment of HCM, and in a Phase 1 clinical trial of MYK-491, our product candidate for the treatment of DCM. In 2016, MYK-461 was granted Orphan Drug Designation by the U.S. Food and Drug Administration, or the FDA, for the treatment of symptomatic, obstructive hypertrophic cardiomyopathy (oHCM), a subset of HCM.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. Through December 31, 2016, the Company has financed its operations through an initial public offering, private placements of redeemable convertible preferred stock, payments received under the Collaboration Agreement, and a follow-on public offering. In April 2015, the Company had received net proceeds of $45.8 million from the sale of shares of its Series B redeemable convertible preferred stock. On October 29, 2015, the Company had completed its IPO of 6,253,125 shares of common stock at an offering price of $10.00 per share, resulting in net proceeds of approximately $55.6 million, after deducting underwriting discounts, commissions and offering costs. In October 2016, the Company completed a follow-on public offering and received net proceeds of $61.1 million from the sale of its common stock at an offering price of $15.00 per share. As of December 31, 2016, the Company had capital resources consisting of cash, cash equivalents, and investments of $151.9 million. The Company’s long-term success is dependent upon its ability to successfully develop, commercialize, and market its products, earn revenue, obtain capital when needed, and ultimately, to achieve profitable operations. 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 | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The consolidated financial statements of the Company include the Company’s accounts and have been prepared in conformity with accounting principles generally accepted in the United States of America (“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. The functional currency of the Company and its subsidiaries is the United States (“US”) Dollar. All intercompany accounts, 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. Cash and cash equivalents Cash and cash equivalents consist of cash and other highly liquid investments with original maturities of three months or less from the date of purchase. At December 31, 2016 and 2015, the Company’s cash and cash equivalents were comprised of funds held in checking accounts and interest bearing money market accounts. Restricted Cash Restricted cash at December 31, 2016 and 2015, comprises cash balances primarily held as security in connection with the Company’s facility lease agreement and are included in other long term assets on the consolidated balance sheets. Short-term and Long-term Investments All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end. Generally, those investments with contractual maturities greater than 12 months are considered long-term investments. Unrealized gains and losses, deemed temporary in nature, are reported as a component of accumulated other comprehensive income (loss), net of tax. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of securities sold. Fair Value Measurements Fair value accounting is applied for all financial assets and liabilities, including short-term and long-term investments, and non-financial assets and liabilities that are recognized or disclosed at fair value in the 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 was carried at fair value until the Series B issuance in April 2015. At that time, the redeemable convertible preferred stock call option liability was reclassified to permanent equity with no further fair value measurement required. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and investments. All of the Company’s cash and cash equivalents are held at financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company invests in a variety of financial instruments, such as, but not limited to, corporate debt and United States Treasury and Government agency securities, and by policy, limits the amount of credit exposure with any one financial institution or commercial issuer. The Company has not experienced any material credit losses on its investments. 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. Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, ranging from two to five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statement of operations and comprehensive income (loss). Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment charge would be recorded when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. Through December 31, 2016, there have been no such impairment charges. Deferred Offering Costs Deferred offering costs, consisting of legal, accounting and other fees and costs relating to the IPO and follow-on public offering were capitalized. The deferred offering costs were offset against the proceeds received upon the closing of the IPO. There was $2.5 million of deferred offering costs capitalized during 2015 and upon the completion of the IPO, these deferred offering costs were offset against the $58.2 million of proceeds received, net of underwriting discounts and commissions. There was $0.5 million of deferred offering costs capitalized during 2016 and upon the completion of the follow-on public offering, were offset against the $61.6 million of proceeds received, net of underwriting discounts and commissions. As of December 31, 2016 and 2015, there were no deferred offering costs capitalized in other long term assets on the consolidated balance sheets. Redeemable Convertible Preferred Stock The Company recorded 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 were to 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 was classified outside of stockholders’ deficit on the accompanying 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 was being accreted to its respective redemption value through the Company’s IPO in October 2015 upon which it was converted to common stock. Redeemable Convertible Preferred Stock Call Option The Company determined that the Company’s obligation to issue additional shares of the Company’s redeemable convertible preferred stock represented a freestanding financial instrument. The freestanding redeemable convertible preferred stock call option liability was initially recorded at fair value, with fair value changes recognized as increases or reductions in the consolidated statements of operations and comprehensive income (loss). The Company adjusted the liability for changes in fair value until the Series B issuance in April 2015. At that time, the redeemable convertible preferred stock call option liability was reclassified to permanent equity with no further fair value measurement 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 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. Research and Development Expenses Research and development costs are expensed as incurred and consist of salaries and benefits, lab supplies and facility costs, as well as fees paid to others that conduct certain research and development activities on the Company’s behalf. Amounts incurred in connection with collaboration and license agreements are also included in research and development expense. Preclinical Study and Clinical Trial Accruals The Company’s preclinical study and clinical trial accruals are a component of research and development expenses and based on patient enrollment and related costs at clinical investigator sites as well as estimates for the services received and efforts expended pursuant to contracts with multiple research institutions and clinical research organizations (“CROs”) that conduct and manage clinical trials on the Company’s behalf. The Company estimates preclinical study and clinical trial expenses based on the services performed, pursuant to contracts with research institutions and CROs that conduct and manage preclinical studies and clinical trials on its behalf. The Company estimates these expenses based on discussions with internal clinical management personnel and external service providers as to the progress or stage of completion of trials or services and the contracted fees to be paid for such services. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees in accordance with ASC 718, Stock Compensation. Stock-based compensation expense for performance stock options is based on the probability of achieving certain performance criteria, as defined in the individual option grant agreement. The Company estimates the number of performance options ultimately expected to vest and recognizes stock-based compensation expense for those options expected to vest when it becomes probable that the performance criteria will be met and the options vest. The Company has also granted stock options to purchase common stock that vest upon the achievement of market-based stock price targets. The fair value of a stock-based award is recognized over the period during which an optionee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense recognized at fair value includes the impact of estimated forfeitures. The Company estimates future forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Equity instruments issued to non-employees are recorded at their fair value on the measurement date and are subject to periodic adjustments as the underlying equity instruments vest. The fair value of options granted to consultants is expensed when vested. Non-employee stock-based compensation expense was not material for all periods presented. Estimating the fair value of equity-settled awards as of the grant date using valuation models, such as the Black-Scholes option pricing model, is affected by assumptions regarding a number of complex variables. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. Income Taxes The Company provides for income taxes under the asset and liability method. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards, and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits will not be realized. The Company accounts for uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. The Company includes penalties and interest expense related to income taxes as a component of interest and other income, net. 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. The Company had unrealized income from its available-for-sale securities during the year ended December 31, 2016, which qualified as other comprehensive income and, therefore, have been reflected in the consolidated statement of operations and comprehensive income (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 November 2016, the FASB issued Accounting Standard Update (“ASU”) No. 2016-18 (Topic 230), Restricted Cash, Statement of Cash Flows ment of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied using a retrospective transition method to each period presented. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15 (Topic 230), Statement of Cash Flows– Classification of Certain Cash Receipts and Cash Payments. In March 2016, the FASB issued ASU 2016-09 (Topic 718), Compensation - Stock Compensation, In February ASU No. 2016-02 (Topic 842), Leases. requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. 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 (Topic 606), Revenue from Contracts with Customers ASC 605, 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 consolidated financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
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 technique and the risk inherent in the inputs to the model. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurements at December 31, 2016 Total Level 1 Level 2 Level 3 Assets Money market funds $ 136,481 $ 136,481 $ — $ — U.S. government agency obligations $ 12,075 $ — $ 12,075 $ — Corporate securities $ 3,999 $ — $ 3,999 $ — $ 152,555 $ 136,481 $ 16,074 $ — Fair Value Measurements at Total Level 1 Level 2 Level 3 Assets Money market funds $ 111,533 $ 111,533 $ — $ — The following table is a summary of amortized cost, unrealized gain and loss, and fair value (in thousands) of the Company’s marketable securities by contractual maturities: Fair Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents (due within 90 days) $ 136,481 $ — $ — $ 136,481 Short-term investments (due within one year) 4,072 — — 4,072 Long-term investments (due between one and two years) 11,988 14 — 12,002 $ 152,541 $ 14 $ — $ 152,555 As of December 31, 2016, and 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 years ended December 31, 2016 and 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 income (loss) (314 ) Balance at December 31, 2015 $ — Change in fair value recorded in statement of operations and comprehensive income (loss) $ — Balance at December 31, 2016 $ — |
Collaboration and License Agree
Collaboration and License Agreement | 12 Months Ended |
Dec. 31, 2016 | |
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 consolidated balance sheet upon receipt, which the Company was recognizing as revenue on a straight-line basis over the expected term of research and development services through December 31, 2016 because there was not a more discernible pattern of performance in which the research and development services occurred. During the years ended December 31, 2016 and 2015, the Company recognized $14.2 million and $14.2 million of revenue under the Collaboration Agreement, respectively. As of December 31, 2016 and 2015, the Company had deferred revenue on its consolidated balance sheet of zero and $14.2 million, respectively, related to this upfront payment. 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. As of December 31, 2016, Sanofi owned 11.7% of the Company’s common stock. 3. $25.0 million milestone-based payment. The Company was 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 accounted for this milestone payment separately from the rest of the agreement. The Company has determined that the milestone was substantive as it was achieved based upon the Company’s past performance. The Company achieved this milestone in October 2016 and as a result, recognized the $25.0 million milestone payment from Sanofi as revenue during the year ended December 31, 2016. 4. Up to $85.0 million continuation payments. Under the Collaboration Agreement, Sanofi needed to 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, and agreed that 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 payment 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, and the remaining obligation terminated in connection with the Company’s IPO in October 2015. Sanofi elected to continue the Collaboration Agreement in December, 2016. The Company recorded a receivable and deferred revenue as of December 31, 2016 for the $45.0 million continuation payment, upon receipt of the election to continue, which the Company is recognizing on a straight-line basis over the expected term of research and development services through December 31, 2018 because there is no more discernable pattern of performance for which the R&D services occur. The payment was subsequently received in January 2017. 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 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. The Company recorded a decrease in the fair value of this liability of zero and $0.3 million in the consolidated statements of operations and comprehensive income (loss) during the year ended December 31, 2016 and 2015, respectively. 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 | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 5. Balance Sheet Components Property and Equipment Property and equipment consists of the following (in thousands): As of December 31, 2016 2015 Scientific equipment $ 4,858 $ 3,995 Furniture and equipment 546 301 Capitalized software 237 225 Leasehold improvements 308 303 Total 5,949 4,824 Less: Accumulated depreciation (3,191 ) (2,080 ) Property and equipment, net $ 2,758 $ 2,744 Depreciation expense was $1.1 million, $1.0 million and $0.7 million for the years ended December 31, 2016, 2015 and 2014 respectively. Accrued Liabilities Accrued liabilities consist of the following (in thousands): As of December 31, 2016 2015 Payroll and related $ 3,717 $ 2,515 Clinical research and development 3,981 2,145 Other 992 973 Total accrued liabilities $ 8,690 $ 5,633 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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 year ended December 31, 2016, the Company recorded approximately $0.4 million of sublease income and $0.4 million of sublease expense, which is recorded in interest and other income, net in the consolidated statements of operations and comprehensive income (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. The Company has provided deposits for letters of credit totaling $0.3 million to secure its obligations under its leases, which have been classified as long-term assets on the Company’s consolidated balance sheet as of December 31, 2016. At December 31, 2016, future minimum commitments under non-cancelable operating leases were as follows (in thousands): Year ending December 31: Operating Leases Less Sublease Income Net Commitment 2017 1,869 (409 ) 1,460 2018 1,648 (140 ) 1,508 2019 1,554 — 1,554 2020 80 — 80 Total $ 5,151 $ (549 ) $ 4,602 Rent expense, net was $1.3 million, $1.4 million and $0.5 million for the years ended December 31, 2016, 2015 and 2014, 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, 2016 and 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 | 12 Months Ended |
Dec. 31, 2016 | |
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: As of December 31, 2016 2015 Options issued and outstanding 2,141,868 1,318,647 Shares available for issuance under 2015 Stock Option and Incentive Plan 720,921 1,497,071 Shares available for issuance under 2015 Employee Stock Purchase Plan 202,087 255,000 Total 3,064,876 3,070,718 Preferred stock As amended in November 2015, the Company's Certificate of Incorporation authorizes 5,000,000 shares of preferred stock at a par value of $0.0001 per share. As of December 31, 2016 and 2015, no preferred stock was issued or outstanding. Redeemable Convertible Preferred Stock Up until the IPO in October 2015, the Company’s amended and restated certificate of incorporation 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 are designated Series A redeemable convertible preferred stock, 6,666,667 are designated Series A-1 redeemable convertible preferred stock, and 17,068,646 are 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 proceeds of $45.8 million. During the IPO in October 2015, all of the 38,500,000 designated Series A redeemable convertible preferred stock, 6,666,667 designated Series A-1 redeemable convertible preferred stock, and 17,068,646 designated Series B redeemable convertible preferred stock were converted to common stock. As of December 31, 2016 and 2015, there was no outstanding redeemable convertible preferred stock. 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 were 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 determined the fair value of the redeemable convertible preferred stock call option liabilities using an option pricing model. 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 consolidated statements of operations and comprehensive income (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, the Company recorded $15,000 in other income (expense) in the consolidated statement of operations and comprehensive income (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 and recorded the change in fair value of $0.4 million in other income (expense) in the consolidated statements of operations and comprehensive income (loss). The Company remeasured the redeemable convertible preferred stock call option liability at December 31, 2015 and recorded the change in fair value of $0.3 million in other income (expense) in the consolidated statements of operations and comprehensive income (loss) reducing the balance to zero as of December 31, 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 were 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 was $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 were to 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 were to 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 were declared by the Company to date. During the year ended December 31, 2015, the Company reclassified cumulative dividends relating to its Series A, A-1 and B redeemable convertible preferred stock of $6.3 million, $1.0 million, and $1.9 million, respectively to additional paid-in-capital upon the conversion of the Series A, A-1 and B redeemable convertible preferred stock into shares of common stock. Redemption The Series B redeemable convertible preferred stock was to 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 was to 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 did 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 was to 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 was to 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 would 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 was 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 was 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 used the straight line method over the accretion periods, which resulted in approximately the same amounts as the effective interest rate method. The Company accreted $0.1 million and $0.2 million during the years ended December 31, 2015 and 2014. During the year ended December 31, 2015, the Company reclassified cumulative accretion costs relating to its Series A, A-1 and B redeemable convertible preferred stock of $0.5 million to additional paid-in capital upon the conversion of the Series A, A-1 and B redeemable convertible preferred stock into shares of common stock. 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 was to be made to the holders of common stock, the holders of Series A, A-1 and B redeemable convertible preferred stock were 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 were to 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 were to be distributed among and paid ratably to the holders of common stock in proportion to the number of shares held by them. In October, 2015, the liquidation rights related to the Series A, A-1 and B redeemable convertible preferred stock expired as these classes of preferred stock were converted to common stock. Conversion Each series of redeemable convertible preferred stock was 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 was 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 was 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 was to automatically convert 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 was to automatically convert 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 was to automatically convert 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. In October 2015, each series of the Company’s redeemable convertible preferred stock was convertible into common stock on a 3.675:1 basis. During the IPO in October 2015, all of the 38,500,000 designated Series A redeemable convertible preferred stock, 6,666,667 designated Series A-1 redeemable convertible preferred stock, and 17,068,646 are designated Series B redeemable convertible preferred stock were converted to common stock. 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 | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation In June 2012, the Company adopted the 2012 Equity Incentive Plan (as amended, the “2012 Plan”). The 2012 Plan provides for the granting of incentive stock options, nonstatutory stock options, stock bonuses and rights to acquire restricted stock to employees, officers, directors and consultants. Incentive stock options may be granted with exercise prices of not less than 100% of the estimated fair value of the common stock and nonstatutory stock options may be granted with an exercise price of not less than 85% of the estimated fair value of the common stock on the date of grant. Stock options granted to a stockholder owning more than 10% of the voting stock must have an exercise price of not less than 110% of the estimated fair value of the common stock on the date of grant. The Board of Directors determines the estimated fair value of common stock. Stock options are generally granted with terms of up to ten years and vest over a period of four years. Upon the exercise of options, the Company issues new common stock from its authorized shares. 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 were 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. On January 1, 2017, the Company reserved an additional 1,257,160 shares of common stock for issuance under the plan. In October 2015, the Company adopted the 2015 Employee Stock Purchase Plan, or ESPP, which provides eligible employees with the opportunity to acquire an ownership interest in the Company through periodic payroll deductions, based on a six -month look-back period, at a price equal to the lesser of 85% of the fair market value of the common stock at either the first business day or last business day of the relevant offering period, provided that no more than 2,500 shares of common stock may be purchased by any one employee during each offering period. The ESPP is intended to constitute an “employee stock purchase plan” under Section 423(b) of the Internal Revenue Code of 1986, as amended. The ESPP may be terminated by the Company’s board of directors at any time. A total of 255,000 shares of common stock were initially reserved for issuance under the ESPP, subject to an annual increase on January 1 of each year beginning on January 1, 2017. On January 1, 2017, the Company reserved an additional 314,289 shares of common stock for issuance under the ESPP. The following summarizes option activity under the 2012 Plan and 2015 Plan: Shares Available for Grant Shares Subject to Outstanding Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in Balance at December 31, 2014 312,911 554,669 $ 0.43 9.2 $ 109 Options authorized 2,595,138 — — Options retired (348,150 ) — — Options granted (1,124,406 ) 1,124,406 $ 2.80 Options exercised — (352,978 ) $ 1.00 Options repurchased 54,128 — $ 0.36 Options canceled 7,450 (7,450 ) $ 0.72 Balance at December 31, 2015 1,497,071 1,318,647 $ 2.29 9.0 $ 16,305 Options granted (1,069,534 ) 1,069,534 $ 11.57 Options exercised — (18,913 ) $ 0.71 Options repurchased 65,984 — $ 0.74 Options canceled 227,400 (227,400 ) $ 7.16 Balance at December 31, 2016 720,921 2,141,868 $ 6.42 8.4 $ 14,963 Options outstanding and exercisable as of December 31, 2016 623,901 $ 3.28 7.5 $ 6,058 Options vested and expected to vest as of December 31, 2016 1,898,243 $ 6.61 8.4 $ 12,886 The aggregate intrinsic values were calculated as the difference between the exercise price of the options and the estimated fair value of common stock. The aggregate intrinsic value of options exercised was $337,000, $417,000 and $46,000 for the years ended December 31, 2016, 2015 and 2014, respectively. The total estimated grant date fair value of options vested during the years ended December 31, 2016, 2015 and 2014 was $2.1 million, $186,000 and $82,000, respectively. The following table summarizes information with respect to stock options outstanding and currently exercisable as of December 31, 2016: Options Outstanding Options Outstanding and Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in Years) Number Exercisable Weighted Average Exercise Price Per Share $0.18 - $0.62 374,597 6.7 276,598 $ 0.29 $1.51 - $1.51 654,861 8.2 172,886 1.51 $4.04 - $9.08 450,121 8.6 94,969 8.17 $10.00 - $15.73 443,789 9.3 79,448 11.67 $15.95 - $21.31 218,500 9.9 — — 2,141,868 8.4 623,901 $ 3.28 Stock-Based Compensation Stock-based compensation expense, net of estimated forfeitures, is reflected in the statements of operations and comprehensive income (loss) as follows (in thousands): Year Ended December 31, 2016 2015 2014 Research and development $ 1,252 $ 206 $ 38 General and administrative 1,561 310 54 Total stock-based compensation $ 2,813 $ 516 $ 92 As of December 31, 2016, total unamortized stock-based compensation was $7.5 million relating to stock options, which is expected to be recognized over the average remaining vesting period of 2.7 years. As of December 31, 2015, total unamortized stock-based compensation was $3.3 million, which was expected to be recognized over the average remaining vesting period of 3.3 years. As of December 31, 2014, total unamortized stock-based compensation was $0.4 million, which was expected to be recognized over the remaining vesting period of 3.0 years. In relation to stock options to purchase common stock that vest upon the achievement of performance criteria, $180,000 of stock-based compensation expense had been recorded as of December 31, 2016, because the Company concluded that the achievement of the applicable performance criteria had been considered probable. As of December 31, 2015, no stock-based compensation expense had been recorded, because the Company concluded that the achievement of the applicable performance criteria had not been considered probable. The weighted‑average grant date fair value of options granted under the Company’s stock plans in the years ended December 31, 2016, 2015 and 2014 was $7.59, $4.00 and $0.33 per share, respectively. The following table illustrates the assumptions for the Black-Scholes option-pricing model used in determining the fair value of time-based and performance-based options granted to employees: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.05%-2.10% 1.53%-1.94% 1.7%–2.0% Expected life (in years) 5.3-6.1 5.5-6.5 6.0–6.1 Volatility 71%-73% 79%-109% 84%–94% Dividend yield 0% 0% 0% In relation to stock options that vest upon the achievement of market-based stock price target, the Company estimated the fair value on the original grant date using a Monte-Carlo simulation model. Since its IPO, the Company has recognized the stock-based compensation expense on a straight-line basis over the implicit service period as derived under that simulation model. Prior to the Company’s IPO in October 2015, the fair value of the shares of common stock underlying the stock options was determined by the Board of Directors. The Board of Directors determined the fair value of the common stock at the time of grant by considering a number of objective and subjective factors including valuation of comparable companies, sales of redeemable convertible preferred stock, operating and financial performance and general and industry-specific economic outlook, amongst other factors. The fair value of the underlying common stock shall be determined by the Board of Directors until such time as the Company’s common stock is listed on an established stock exchange or national market system. The fair value was determined in accordance with applicable elements of the practice aid issued by the American Institute of Certified Public Accountants entitled Valuation of Privately Held Company Equity Securities Issued as Compensation. Estimating the fair value of equity-settled awards as of the grant date using valuation models, such as the Black-Scholes option pricing model, is affected by assumptions regarding a number of complex variables. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. Expected Term —The expected term assumption represents the weighted-average period that the Company’s stock-based awards are expected to be outstanding. The Company has opted to use the “simplified method” for estimating the expected term of the options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. Expected Volatility —For all stock options granted to date, the volatility data was estimated based on a study of publicly traded industry peer companies. For purposes of identifying these peer companies, the Company considered the industry, stage of development, size and financial leverage of potential comparable companies. Expected Dividend —The Black-Scholes valuation model calls for a single expected dividend yield as an input. The Company currently has no history or expectation of paying cash dividends on its common stock. Risk-Free Interest Rate —The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award. Liability for Early Exercise of Stock Options As of December 31, 2016 and 2015, there were 409,839 and 948,092, respectively, of unvested common shares outstanding that were issued upon the early exercise of stock options prior to the vesting of the underlying shares and subject to repurchase by the Company at the original issuance price upon termination of the stockholders’ services. The right to repurchase these shares generally lapses with respect to 25% of the shares underlying the option after one year of service to the Company and 1/48 of the shares underlying the original grant per month for 36 months thereafter. The shares purchased by the employees pursuant to the early exercise of stock options are not deemed, for accounting purposes, to be issued until those shares vest. The cash received in exchange for exercised and unvested shares related to stock options granted is recorded as a liability for the early exercise of stock options on the consolidated balance sheets and will be reclassified to common stock and additional paid-in capital as the shares vest. As of December 31, 2016 and 2015, the Company recorded $253,000 and $526,000, respectively, within accrued liabilities and other long-term liabilities associated with shares issued subject to repurchase rights. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2016 | |
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): Year Ended December 31, 2016 2015 2014 Numerator Net loss $ (13,152 ) $ (22,946 ) $ (16,829 ) Cumulative dividends on redeemable convertible preferred stock — (5,151 ) (2,864 ) Accretion of redeemable convertible preferred stock to redemption value — (98 ) (158 ) Net loss attributable to common stockholders, basic and diluted $ (13,152 ) $ (28,195 ) $ (19,851 ) Denominator Weighted average shares outstanding 28,104,991 7,594,115 3,394,727 Less: weighted average shares subject to repurchase (629,199 ) (1,301,315 ) (1,637,827 ) Weighted average shares used to compute basic and diluted net loss per share 27,475,792 6,292,800 1,756,900 Net loss per share attributable to common stockholders: Basic and diluted $ (0.48 ) $ (4.48 ) $ (11.30 ) Basic net loss attributable to common stockholders per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders 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 for the period, determined using the treasury-stock method and the as-if converted method, for convertible securities, if inclusion of these is dilutive. Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities as the holders of the Company’s redeemable convertible preferred stock are entitled to receive cumulative dividends, payable prior and in preference to any dividends on shares of common stock. Any additional dividends will be distributed among the holders of preferred stock and common stock pro rata, assuming the conversion of all preferred stock into common stock. Under the two-class method, net income attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income less current period earnings allocated to participating securities based on their respective rights to receive dividends. In computing diluted net income attributed to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. Basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. The Company’s preferred stockholders do not have a contractual obligation to share in the Company’s losses. As such, the net loss is 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. 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: As of December 31, 2016 2015 Common stock subject to repurchase 409,839 990,609 Stock options to purchase common stock 2,141,868 1,318,647 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
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. Charles Homcy and Kevin Starr, both directors of the Company, are general partner and partner, respectively, of Third Rock Ventures. The consulting fees paid to Third Rock Ventures were incurred by the Company in the ordinary course of business, and were $43,000 and $89,000 for the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016 and 2015, the Company had outstanding obligations to Third Rock Ventures of $9,000 and $13,000, 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 the years ended December 31, 2016 and 2015, the Company reimbursed expenses and equipment of zero and $41,000, respectively, to GBT. As of December 31, 2016 and 2015, the Company had an outstanding liability to GBT of zero 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. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plan | 11. Employee Benefit Plan The Company sponsors a 401(k) Plan, which stipulates that eligible employees can elect to contribute to the 401(k) Plan, subject to certain limitations of eligible compensation. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes For the years ended December 31, 2016 and 2015, the effective income tax rate and tax provision was zero, primarily attributable to losses generated which are not more likely than not to be realized. The provision for income taxes differs from the amount expected by applying the federal statutory rate to the loss before taxes as follows: Year Ended December 31, 2016 2015 Federal statutory income tax rate 34.00 % 34.00 % State taxes (tax effected) 7.87 % 7.19 % Non-deductible expenses and other (10.19 )% — % Research and development credits 14.07 % 2.98 % Change in valuation allowance (45.75 )% (44.17 )% Total — — As of December 31, 2016, and 2015, the components of the Company’s deferred tax assets are as follows (in thousands): As of December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 23,937 $ 14,830 Deferred Revenue — 5,656 Start-up costs 2,093 2,260 Research and development credits carryforwards 4,450 2,157 Depreciation (527 ) (565 ) Other 865 437 Total deferred tax assets 30,818 24,775 Less valuation allowance (30,818 ) (24,775 ) Net deferred tax assets $ — $ — The Company’s primary deferred tax asset of $23.9 million at December 31, 2016 and $14.8 million at December 31, 2015 relates to its net operating loss carryforwards. Based on a history of cumulative losses in recent periods and consideration of other available positive and negative evidence, the Company has recorded a valuation allowance to offset the net deferred tax assets at December 31, 2016 and December 31, 2015, respectively. As of December 31, 2016, the Company had approximately $60.5 million and $60.6 million of federal and state net operating losses, respectively, that will begin to expire in 2032. Included in the net operating loss carry forward amount is $0.4 million for federal and $0.4 million for state income tax purposes, which when recognized, will result in a credit to stockholder’s equity. This relates to the fact that we will not record the windfall to APIC until it reduces the taxes payable. As of December 31, 2016, the Company had approximately $2.8 million and $2.4 million of federal and state research and development tax credit carryovers, respectively. If not utilized, the federal credit carryforward will expire in 2032, and the state credit carryforward does not expire. As of December 31, 2016, the Company had approximately $1.5 million of federal orphan tax credit carryovers, which will expire in 2036 if not utilized. The valuation allowance increased by approximately $6.0 million and $10.1 million during the years ended December 31, 2016 and 2015 respectively. In general, if the Company experiences a greater than 50 percentage point aggregate change in ownership over a three-year period (a Section 382 ownership change), utilization of its pre-change net operating loss carryforwards, or NOLs, are subject to an annual limitation under Section 382 of the Internal Revenue Code, as well as a similar law under the laws of the state of California. The annual limitation generally is determined by multiplying the value of the Company’s stock at the time of such ownership change (subject to certain adjustments) by the applicable “long-term tax-exempt rate.” Such limitations may result in expiration of a portion of the NOLs before utilization. The Company has determined that an ownership change occurred on April 20, 2015 that resulted in an annual limitation, but that all NOLs generated prior to April 20, 2015 can be utilized prior to expiration. As of December 31, 2016, and 2015, the Company did not have a liability related to unrecognized tax benefits. All unrecognized tax benefits have been netted against the research and development and orphan drug credit carryforwards deferred tax asset. The Company records interest and penalties related to unrecognized tax benefits within interest and other income, net. As of December 31, 2016, and 2015, the Company had not accrued any interest or penalties related to unrecognized tax benefits. The Company is subject to U.S. federal and California income tax assessment for years beginning in 2012 and Australia beginning in 2015. However, since the Company has incurred federal and California net operating losses every year since inception, all its income tax returns are subject to examination and adjustments by the Internal Revenue Service for at least three years and by California Franchise Tax Board for four years following the year in which the tax attributes are utilized. The Company does not believe that there will be a material change in it unrecognized tax positions over the next twelve months. There is no amount of unrecognized tax benefit that, if recognized, would affect the effective tax rate. Uncertain Tax Positions The Company has not been audited by the Internal Revenue Service, any state tax authority, or the Australian Taxation Office. It is subject to taxation in the United States. Because of the net operating loss and research credit carryforwards, and orphan drug tax credit carryforwards, substantially all its tax years, from 2012 to 2016, remain open to U.S. federal and California state tax examinations. There were no interest or penalties accrued at December 31, 2015 and 2016. At December 31, 2016, 2015 and 2014, the Company's reserve for unrecognized tax benefits is approximately $1.5 million, $0.7 million and $0.5 million, respectively. Due to the full valuation allowance at December 31, 2016, current adjustments to the unrecognized benefits will have no impact to the Company's effective income tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): For the Year Ended December 31, 2016 2015 2014 Beginning balance $ 719 $ 465 $ 56 Increases of unrecognized tax benefits related to current year 755 254 409 Ending balance $ 1,474 $ 719 $ 465 The Company does not anticipate material changes to its uncertain tax positions through the next 12 months. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data (unaudited) | 13. Quarterly Financial Data (unaudited) The following table summarizes the unaudited quarterly financial data for the last two fiscal years (in thousands, except per share data): (in thousands, except per share amounts) First Second Third Fourth Quarter Quarter Quarter Quarter 2016 Revenues $ 3,550 $ 3,549 $ 3,550 $ 28,550 Total operating expenses 11,990 13,335 12,814 14,365 Net profit/(loss) attributable to common stockholders (8,420 ) (9,760 ) (9,231 ) 14,259 Net profit/(loss) per common share, basic $ (0.32 ) $ (0.37 ) $ (0.35 ) $ 0.46 Net profit/(loss) per common share, diluted $ (0.32 ) $ (0.37 ) $ (0.35 ) $ 0.44 Weighted average number of shares, basic 26,169,152 26,337,184 26,470,298 30,878,973 Weighted average number of shares, diluted 26,169,152 26,337,184 26,470,298 32,228,172 2015 Revenues $ 3,550 $ 3,549 $ 3,550 $ 3,550 Total operating expenses 8,381 8,625 8,972 11,434 Net loss attributable to common stockholders (5,485 ) (6,782 ) (7,388 ) (8,540 ) Net loss per common share, basic and diluted $ (2.47 ) $ (2.78 ) $ (2.78 ) $ (0.48 ) |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 accounting principles generally accepted in the United States of America (“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. The functional currency of the Company and its subsidiaries is the United States (“US”) Dollar. All intercompany accounts, 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. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash and other highly liquid investments with original maturities of three months or less from the date of purchase. At December 31, 2016 and 2015, the Company’s cash and cash equivalents were comprised of funds held in checking accounts and interest bearing money market accounts. |
Restricted Cash | Restricted Cash Restricted cash at December 31, 2016 and 2015, comprises cash balances primarily held as security in connection with the Company’s facility lease agreement and are included in other long term assets on the consolidated balance sheets. |
Short-term and Long-term Investments | Short-term and Long-term Investments All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end. Generally, those investments with contractual maturities greater than 12 months are considered long-term investments. Unrealized gains and losses, deemed temporary in nature, are reported as a component of accumulated other comprehensive income (loss), net of tax. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of securities sold. |
Fair Value Measurements | Fair Value Measurements Fair value accounting is applied for all financial assets and liabilities, including short-term and long-term investments, and non-financial assets and liabilities that are recognized or disclosed at fair value in the 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 was carried at fair value until the Series B issuance in April 2015. At that time, the redeemable convertible preferred stock call option liability was reclassified to permanent equity with no further fair value measurement required. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents and investments. All of the Company’s cash and cash equivalents are held at financial institutions that management believes are of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company invests in a variety of financial instruments, such as, but not limited to, corporate debt and United States Treasury and Government agency securities, and by policy, limits the amount of credit exposure with any one financial institution or commercial issuer. The Company has not experienced any material credit losses on its investments. |
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. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, ranging from two to five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statement of operations and comprehensive income (loss). |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment charge would be recorded when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. Through December 31, 2016, there have been no such impairment charges. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, consisting of legal, accounting and other fees and costs relating to the IPO and follow-on public offering were capitalized. The deferred offering costs were offset against the proceeds received upon the closing of the IPO. There was $2.5 million of deferred offering costs capitalized during 2015 and upon the completion of the IPO, these deferred offering costs were offset against the $58.2 million of proceeds received, net of underwriting discounts and commissions. There was $0.5 million of deferred offering costs capitalized during 2016 and upon the completion of the follow-on public offering, were offset against the $61.6 million of proceeds received, net of underwriting discounts and commissions. As of December 31, 2016 and 2015, there were no deferred offering costs capitalized in other long term assets on the consolidated balance sheets. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company recorded 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 were to 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 was classified outside of stockholders’ deficit on the accompanying 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 was being accreted to its respective redemption value through the Company’s IPO in October 2015 upon which it was converted to common stock. |
Redeemable Convertible Preferred Stock Call Option | Redeemable Convertible Preferred Stock Call Option The Company determined that the Company’s obligation to issue additional shares of the Company’s redeemable convertible preferred stock represented a freestanding financial instrument. The freestanding redeemable convertible preferred stock call option liability was initially recorded at fair value, with fair value changes recognized as increases or reductions in the consolidated statements of operations and comprehensive income (loss). The Company adjusted the liability for changes in fair value until the Series B issuance in April 2015. At that time, the redeemable convertible preferred stock call option liability was reclassified to permanent equity with no further fair value measurement 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 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. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred and consist of salaries and benefits, lab supplies and facility costs, as well as fees paid to others that conduct certain research and development activities on the Company’s behalf. Amounts incurred in connection with collaboration and license agreements are also included in research and development expense. |
Preclinical Study and Clinical Trial Accruals | Preclinical Study and Clinical Trial Accruals The Company’s preclinical study and clinical trial accruals are a component of research and development expenses and based on patient enrollment and related costs at clinical investigator sites as well as estimates for the services received and efforts expended pursuant to contracts with multiple research institutions and clinical research organizations (“CROs”) that conduct and manage clinical trials on the Company’s behalf. The Company estimates preclinical study and clinical trial expenses based on the services performed, pursuant to contracts with research institutions and CROs that conduct and manage preclinical studies and clinical trials on its behalf. The Company estimates these expenses based on discussions with internal clinical management personnel and external service providers as to the progress or stage of completion of trials or services and the contracted fees to be paid for such services. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees in accordance with ASC 718, Stock Compensation. Stock-based compensation expense for performance stock options is based on the probability of achieving certain performance criteria, as defined in the individual option grant agreement. The Company estimates the number of performance options ultimately expected to vest and recognizes stock-based compensation expense for those options expected to vest when it becomes probable that the performance criteria will be met and the options vest. The Company has also granted stock options to purchase common stock that vest upon the achievement of market-based stock price targets. The fair value of a stock-based award is recognized over the period during which an optionee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense recognized at fair value includes the impact of estimated forfeitures. The Company estimates future forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Equity instruments issued to non-employees are recorded at their fair value on the measurement date and are subject to periodic adjustments as the underlying equity instruments vest. The fair value of options granted to consultants is expensed when vested. Non-employee stock-based compensation expense was not material for all periods presented. Estimating the fair value of equity-settled awards as of the grant date using valuation models, such as the Black-Scholes option pricing model, is affected by assumptions regarding a number of complex variables. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. |
Income Taxes | Income Taxes The Company provides for income taxes under the asset and liability method. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards, and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits will not be realized. The Company accounts for uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. The Company includes penalties and interest expense related to income taxes as a component of interest and other income, net. |
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. The Company had unrealized income from its available-for-sale securities during the year ended December 31, 2016, which qualified as other comprehensive income and, therefore, have been reflected in the consolidated statement of operations and comprehensive income (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 November 2016, the FASB issued Accounting Standard Update (“ASU”) No. 2016-18 (Topic 230), Restricted Cash, Statement of Cash Flows ment of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied using a retrospective transition method to each period presented. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15 (Topic 230), Statement of Cash Flows– Classification of Certain Cash Receipts and Cash Payments. In March 2016, the FASB issued ASU 2016-09 (Topic 718), Compensation - Stock Compensation, In February ASU No. 2016-02 (Topic 842), Leases. requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. 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 (Topic 606), Revenue from Contracts with Customers ASC 605, 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 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) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Assets and Liabilities Measured on Recurring Basis | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurements at December 31, 2016 Total Level 1 Level 2 Level 3 Assets Money market funds $ 136,481 $ 136,481 $ — $ — U.S. government agency obligations $ 12,075 $ — $ 12,075 $ — Corporate securities $ 3,999 $ — $ 3,999 $ — $ 152,555 $ 136,481 $ 16,074 $ — Fair Value Measurements at Total Level 1 Level 2 Level 3 Assets Money market funds $ 111,533 $ 111,533 $ — $ — |
Summary of Fair Value Measurement of Available-for-sale Securities | The following table is a summary of amortized cost, unrealized gain and loss, and fair value (in thousands) of the Company’s marketable securities by contractual maturities: Fair Amortized Cost Unrealized Gain Unrealized Loss Fair Value Cash equivalents (due within 90 days) $ 136,481 $ — $ — $ 136,481 Short-term investments (due within one year) 4,072 — — 4,072 Long-term investments (due between one and two years) 11,988 14 — 12,002 $ 152,541 $ 14 $ — $ 152,555 |
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 income (loss) (314 ) Balance at December 31, 2015 $ — Change in fair value recorded in statement of operations and comprehensive income (loss) $ — Balance at December 31, 2016 $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Property and Equipment | Property and equipment consists of the following (in thousands): As of December 31, 2016 2015 Scientific equipment $ 4,858 $ 3,995 Furniture and equipment 546 301 Capitalized software 237 225 Leasehold improvements 308 303 Total 5,949 4,824 Less: Accumulated depreciation (3,191 ) (2,080 ) Property and equipment, net $ 2,758 $ 2,744 |
Summary of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): As of December 31, 2016 2015 Payroll and related $ 3,717 $ 2,515 Clinical research and development 3,981 2,145 Other 992 973 Total accrued liabilities $ 8,690 $ 5,633 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Commitments under Non-Cancelable Operating Leases | At December 31, 2016, future minimum commitments under non-cancelable operating leases were as follows (in thousands): Year ending December 31: Operating Leases Less Sublease Income Net Commitment 2017 1,869 (409 ) 1,460 2018 1,648 (140 ) 1,508 2019 1,554 — 1,554 2020 80 — 80 Total $ 5,151 $ (549 ) $ 4,602 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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: As of December 31, 2016 2015 Options issued and outstanding 2,141,868 1,318,647 Shares available for issuance under 2015 Stock Option and Incentive Plan 720,921 1,497,071 Shares available for issuance under 2015 Employee Stock Purchase Plan 202,087 255,000 Total 3,064,876 3,070,718 |
Redeemable Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Schedule of Outstanding Redeemable Convertible Preferred Stock | 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) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity Under Plans | The following summarizes option activity under the 2012 Plan and 2015 Plan: Shares Available for Grant Shares Subject to Outstanding Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in Balance at December 31, 2014 312,911 554,669 $ 0.43 9.2 $ 109 Options authorized 2,595,138 — — Options retired (348,150 ) — — Options granted (1,124,406 ) 1,124,406 $ 2.80 Options exercised — (352,978 ) $ 1.00 Options repurchased 54,128 — $ 0.36 Options canceled 7,450 (7,450 ) $ 0.72 Balance at December 31, 2015 1,497,071 1,318,647 $ 2.29 9.0 $ 16,305 Options granted (1,069,534 ) 1,069,534 $ 11.57 Options exercised — (18,913 ) $ 0.71 Options repurchased 65,984 — $ 0.74 Options canceled 227,400 (227,400 ) $ 7.16 Balance at December 31, 2016 720,921 2,141,868 $ 6.42 8.4 $ 14,963 Options outstanding and exercisable as of December 31, 2016 623,901 $ 3.28 7.5 $ 6,058 Options vested and expected to vest as of December 31, 2016 1,898,243 $ 6.61 8.4 $ 12,886 |
Summary of Stock Options Outstanding and Currently Exercisable | The following table summarizes information with respect to stock options outstanding and currently exercisable as of December 31, 2016: Options Outstanding Options Outstanding and Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in Years) Number Exercisable Weighted Average Exercise Price Per Share $0.18 - $0.62 374,597 6.7 276,598 $ 0.29 $1.51 - $1.51 654,861 8.2 172,886 1.51 $4.04 - $9.08 450,121 8.6 94,969 8.17 $10.00 - $15.73 443,789 9.3 79,448 11.67 $15.95 - $21.31 218,500 9.9 — — 2,141,868 8.4 623,901 $ 3.28 |
Schedule of Stock-Based Compensation Expense, Net of Estimated Forfeitures | Stock-based compensation expense, net of estimated forfeitures, is reflected in the statements of operations and comprehensive income (loss) as follows (in thousands): Year Ended December 31, 2016 2015 2014 Research and development $ 1,252 $ 206 $ 38 General and administrative 1,561 310 54 Total stock-based compensation $ 2,813 $ 516 $ 92 |
Schedule of Assumptions for Black-Scholes Option-Pricing Model Used in Determining Fair Value of Time-Based and Performance-Based Options Granted to Employees | The following table illustrates the assumptions for the Black-Scholes option-pricing model used in determining the fair value of time-based and performance-based options granted to employees: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.05%-2.10% 1.53%-1.94% 1.7%–2.0% Expected life (in years) 5.3-6.1 5.5-6.5 6.0–6.1 Volatility 71%-73% 79%-109% 84%–94% Dividend yield 0% 0% 0% |
Net Loss per Share Attributab27
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): Year Ended December 31, 2016 2015 2014 Numerator Net loss $ (13,152 ) $ (22,946 ) $ (16,829 ) Cumulative dividends on redeemable convertible preferred stock — (5,151 ) (2,864 ) Accretion of redeemable convertible preferred stock to redemption value — (98 ) (158 ) Net loss attributable to common stockholders, basic and diluted $ (13,152 ) $ (28,195 ) $ (19,851 ) Denominator Weighted average shares outstanding 28,104,991 7,594,115 3,394,727 Less: weighted average shares subject to repurchase (629,199 ) (1,301,315 ) (1,637,827 ) Weighted average shares used to compute basic and diluted net loss per share 27,475,792 6,292,800 1,756,900 Net loss per share attributable to common stockholders: Basic and diluted $ (0.48 ) $ (4.48 ) $ (11.30 ) |
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: As of December 31, 2016 2015 Common stock subject to repurchase 409,839 990,609 Stock options to purchase common stock 2,141,868 1,318,647 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Differences between the Expected Income Tax Provision and Income Taxes Computed at the Federal Statutory Rate | The provision for income taxes differs from the amount expected by applying the federal statutory rate to the loss before taxes as follows: Year Ended December 31, 2016 2015 Federal statutory income tax rate 34.00 % 34.00 % State taxes (tax effected) 7.87 % 7.19 % Non-deductible expenses and other (10.19 )% — % Research and development credits 14.07 % 2.98 % Change in valuation allowance (45.75 )% (44.17 )% Total — — |
Components of Company's Deferred Tax Assets | As of December 31, 2016, and 2015, the components of the Company’s deferred tax assets are as follows (in thousands): As of December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 23,937 $ 14,830 Deferred Revenue — 5,656 Start-up costs 2,093 2,260 Research and development credits carryforwards 4,450 2,157 Depreciation (527 ) (565 ) Other 865 437 Total deferred tax assets 30,818 24,775 Less valuation allowance (30,818 ) (24,775 ) Net deferred tax assets $ — $ — |
Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): For the Year Ended December 31, 2016 2015 2014 Beginning balance $ 719 $ 465 $ 56 Increases of unrecognized tax benefits related to current year 755 254 409 Ending balance $ 1,474 $ 719 $ 465 |
Quarterly Financial Data (una29
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |
Summary of Unaudited Quarterly Financial Data | The following table summarizes the unaudited quarterly financial data for the last two fiscal years (in thousands, except per share data): (in thousands, except per share amounts) First Second Third Fourth Quarter Quarter Quarter Quarter 2016 Revenues $ 3,550 $ 3,549 $ 3,550 $ 28,550 Total operating expenses 11,990 13,335 12,814 14,365 Net profit/(loss) attributable to common stockholders (8,420 ) (9,760 ) (9,231 ) 14,259 Net profit/(loss) per common share, basic $ (0.32 ) $ (0.37 ) $ (0.35 ) $ 0.46 Net profit/(loss) per common share, diluted $ (0.32 ) $ (0.37 ) $ (0.35 ) $ 0.44 Weighted average number of shares, basic 26,169,152 26,337,184 26,470,298 30,878,973 Weighted average number of shares, diluted 26,169,152 26,337,184 26,470,298 32,228,172 2015 Revenues $ 3,550 $ 3,549 $ 3,550 $ 3,550 Total operating expenses 8,381 8,625 8,972 11,434 Net loss attributable to common stockholders (5,485 ) (6,782 ) (7,388 ) (8,540 ) Net loss per common share, basic and diluted $ (2.47 ) $ (2.78 ) $ (2.78 ) $ (0.48 ) |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 29, 2015 | Oct. 31, 2016 | Apr. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Date of incorporation | Jun. 8, 2012 | ||||
Cash, cash equivalents and investments | $ 151,900 | ||||
Series B Redeemable Convertible Preferred Stock | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Issuance of common stock | 17,068,646 | ||||
Net proceeds from sale of shares of convertible stock | $ 45,800 | $ 45,837 | |||
IPO | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Issuance of common stock | 6,253,125 | ||||
Shares issued, price per share | $ 10 | ||||
Net proceeds from initial public offering | $ 55,600 | ||||
Follow-on Offering | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares issued, price per share | $ 15 | ||||
Net proceeds from issuance of common stock | $ 61,100 | $ 61,148 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2015 | Dec. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of reportable and operating segment | Segment | 1 | ||
Property plant and equipment basis of valuation | cost | ||
Property plant and equipment depreciation methods | the straight-line method over the estimated useful lives of the assets | ||
Impairment of long-lived assets | $ 0 | ||
Deferred offering cots | 0 | $ 0 | |
Proceeds from issuance of common stock during IPO, net of underwriting discounts and commissions excluding offering costs | 58,200,000 | ||
Proceeds from issuance of common stock during follow-on public offering, net of underwriting discounts and commissions | $ 61,600,000 | ||
Reverse split ratio of shares of issued and outstanding common stock | 0.00272 | ||
Reverse stock split effective date | Oct. 23, 2015 | ||
IPO | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred offering cots | $ 2,500,000 | ||
Follow-on Offering | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Deferred offering cots | $ 508,000 | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property plant and equipment useful life | 2 years | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property plant and equipment useful life | 5 years | ||
Leasehold improvements | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property plant and equipment estimated useful lives | shorter of their estimated useful lives or the related lease term |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Assets fair value | $ 152,555 | |
Money market funds | ||
Assets | ||
Assets fair value | 136,481 | $ 111,533 |
Fair Value Measurements on Recurring Basis | Level 1 | ||
Assets | ||
Assets fair value | 136,481 | |
Fair Value Measurements on Recurring Basis | Level 1 | Money market funds | ||
Assets | ||
Assets fair value | 136,481 | $ 111,533 |
Fair Value Measurements on Recurring Basis | Level 2 | ||
Assets | ||
Assets fair value | 16,074 | |
U.S. government agency obligations | ||
Assets | ||
Assets fair value | 12,075 | |
U.S. government agency obligations | Fair Value Measurements on Recurring Basis | Level 2 | ||
Assets | ||
Assets fair value | 12,075 | |
Corporate securities | ||
Assets | ||
Assets fair value | 3,999 | |
Corporate securities | Fair Value Measurements on Recurring Basis | Level 2 | ||
Assets | ||
Assets fair value | $ 3,999 |
Fair Value Measurements - Sum33
Fair Value Measurements - Summary of Fair Value Measurement of Available-for-sale Securities (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | $ 152,541 |
Unrealized Gain | 14 |
Fair Value | 152,555 |
Cash equivalents (due within 90 days) | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 136,481 |
Fair Value | 136,481 |
Short-term investments (due within one year) | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 4,072 |
Fair Value | 4,072 |
Long-term investments (due between one and two years) | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 11,988 |
Unrealized Gain | 14 |
Fair Value | $ 12,002 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | ||
Redeemable convertible preferred stock call option liability, net | $ 0 | $ 0 |
Transfers between level 1 to level 2 | 0 | 0 |
Transfers between level 2 to level 1 | $ 0 | $ 0 |
Fair Value Measurements - Sum35
Fair Value Measurements - Summary of Changes in Fair Value of Company's Level 3 Financial Instruments (Details) - Convertible Preferred Stock Call Option Liability, Net $ in Thousands | 12 Months Ended |
Dec. 31, 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 income (loss) | $ (314) |
Collaboration and License Agr36
Collaboration and License Agreement - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2015USD ($)shares | Aug. 31, 2014USD ($)Program$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) | |
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 | |||
Period for research and clinical activities | 4 years | |||
Number of research programs | Program | 3 | |||
Deferred revenue | $ 35,000,000 | $ 0 | $ 14,200,000 | |
Revenue recognized under collaboration agreement | 14,200,000 | 14,200,000 | ||
Revenue recognized under milestone-based payments | $ 25,000,000 | |||
One-time non-refundable non-creditable cash payment | 45,000,000 | |||
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 | $ 0 | $ (300,000) | ||
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 | |||
Common stock owned percentage | 11.70% | |||
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 | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 5,949 | $ 4,824 |
Less: Accumulated depreciation | (3,191) | (2,080) |
Property and equipment, net | 2,758 | 2,744 |
Scientific Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 4,858 | 3,995 |
Furniture and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 546 | 301 |
Capitalized Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 237 | 225 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 308 | $ 303 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Balance Sheet Related Disclosures [Abstract] | |||
Depreciation expense | $ 1,111 | $ 965 | $ 712 |
Balance Sheet Components - Su39
Balance Sheet Components - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Payroll and related | $ 3,717 | $ 2,515 |
Clinical research and development | 3,981 | 2,145 |
Other | 992 | 973 |
Total accrued liabilities | $ 8,690 | $ 5,633 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Sep. 15, 2014USD ($)ft² | Jun. 29, 2012USD ($)ft² | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Commitments And Contingencies Disclosure [Line Items] | |||||
Purchase commitment cancellation notice period | 30 days | ||||
Initial annual lease payments | $ 1,869,000 | ||||
Deposits for letter of credit | $ 300,000 | ||||
Rent expense net | 1,300,000 | 1,400,000 | $ 500,000 | ||
Contingent liability for accrual | 0 | $ 0 | |||
Facility Leases | |||||
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 | 400,000 | ||||
Sublease expense | $ 400,000 | ||||
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 |
Commitments and Contingencies41
Commitments and Contingencies - Future Minimum Commitments under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating Leases, 2017 | $ 1,869 |
Operating Leases, 2018 | 1,648 |
Operating Leases, 2019 | 1,554 |
Operating Leases, 2020 | 80 |
Operating Leases, Total | 5,151 |
Less Sublease Income, 2017 | (409) |
Less Sublease Income, 2018 | (140) |
Less Sublease Income, Total | (549) |
Net Commitment, 2017 | 1,460 |
Net Commitment, 2018 | 1,508 |
Net Commitment, 2019 | 1,554 |
Net Commitment, 2020 | 80 |
Net Commitment, Total | $ 4,602 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Common Stock Reserved for Issuance (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Class Of Stock [Line Items] | ||
Shares reserved for future issuance, shares | 3,064,876 | 3,070,718 |
Options Issued and Outstanding | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance, shares | 2,141,868 | 1,318,647 |
2015 Stock Option and Incentive Plan | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance, shares | 720,921 | 1,497,071 |
2015 Employee Stock Purchase Plan | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance, shares | 202,087 | 255,000 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) | Dec. 31, 2015USD ($)$ / sharesshares | Oct. 29, 2015shares | Oct. 31, 2015$ / sharesshares | Apr. 30, 2015USD ($)shares | Aug. 31, 2014USD ($)shares | Jul. 31, 2014USD ($)shares | Dec. 31, 2016USD ($)Vote$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Dec. 31, 2013USD ($)shares | Dec. 31, 2012USD ($) |
Class Of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized | shares | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issued | shares | 0 | 0 | 0 | |||||||||
Preferred stock, shares outstanding | shares | 0 | 0 | 0 | |||||||||
Change in fair value of redeemable convertible preferred stock call option liability | $ 314,000 | $ 387,000 | ||||||||||
Cumulative cash dividend rate | 8.00% | |||||||||||
Dividends declared | $ 0 | |||||||||||
Accretion of convertible preferred stock value | 98,000 | $ 158,000 | ||||||||||
Gross proceeds from conversion of redeemable convertible preferred stock | $ 30,000,000 | |||||||||||
Redeemable convertible preferred stock converted ratio | 367.50% | |||||||||||
Voting rights, description | 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. | |||||||||||
Common stock, voting rights per share | Vote | 1 | |||||||||||
Additional Paid-In Capital | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 500,000 | |||||||||||
Redeemable Convertible Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Redeemable convertible preferred stock, shares authorized | shares | 62,235,313 | 45,166,667 | ||||||||||
Redeemable convertible preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||
Redeemable convertible preferred stock, shares outstanding | shares | 0 | 0 | 0 | 44,916,667 | ||||||||
Rights to purchase preferred stock shares at a discounted price | $ 40,000,000 | |||||||||||
Series A Redeemable Convertible Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Redeemable convertible preferred stock, shares authorized | shares | 38,500,000 | 38,500,000 | ||||||||||
Redeemable convertible preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||
Redeemable convertible preferred stock, shares issued | shares | 19,000,000 | 19,250,000 | ||||||||||
Net cash proceeds from issuance of redeemable convertible preferred stock | $ 19,000,000 | $ 18,994,000 | $ 19,200,000 | |||||||||
Redeemable convertible preferred stock, shares outstanding | shares | 38,250,000 | 19,250,000 | 19,250,000 | |||||||||
Call option liability | $ 0 | $ 500,000 | ||||||||||
Change in fair value of redeemable convertible preferred stock call option liability | 15,000 | $ 900,000 | ||||||||||
Reclassification of call option liability fair value to preferred stock upon issuance | 300,000 | $ 200,000 | ||||||||||
Issue price | $ / shares | $ 1 | |||||||||||
Cumulative dividends recorded | $ 6,300,000 | $ 6,300,000 | ||||||||||
Accretion of redeemable convertible preferred stock to redemption value | 73,000 | $ 152,000 | ||||||||||
Conversion price | $ / shares | $ 1 | |||||||||||
Series A-1 Redeemable Convertible Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Redeemable convertible preferred stock, shares authorized | shares | 6,666,667 | 6,666,667 | ||||||||||
Redeemable convertible preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||
Redeemable convertible preferred stock, shares issued | shares | 6,666,667 | |||||||||||
Net cash proceeds from issuance of redeemable convertible preferred stock | $ 9,900,000 | $ 9,896,000 | ||||||||||
Redeemable convertible preferred stock, shares outstanding | shares | 6,666,667 | |||||||||||
Rights to purchase preferred stock shares at a discounted price | $ 40,000,000 | |||||||||||
Call option liability | $ 700,000 | $ 300,000 | ||||||||||
Change in fair value of redeemable convertible preferred stock call option liability | 0 | 300,000 | 400,000 | |||||||||
Issue price | $ / shares | $ 1.50 | |||||||||||
Cumulative dividends recorded | 1,000,000 | 1,000,000 | ||||||||||
Accretion of redeemable convertible preferred stock to redemption value | 12,000 | $ 6,000 | ||||||||||
Conversion price | $ / shares | 1.50 | |||||||||||
Series B Redeemable Convertible Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Redeemable convertible preferred stock, shares authorized | shares | 17,068,646 | |||||||||||
Redeemable convertible preferred stock, shares issued | shares | 17,068,646 | |||||||||||
Net cash proceeds from issuance of redeemable convertible preferred stock | $ 45,800,000 | 45,837,000 | ||||||||||
Issue price | $ / shares | 2.695 | |||||||||||
Cumulative dividends recorded | $ 1,900,000 | 1,900,000 | ||||||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 12,000 | |||||||||||
Conversion price | $ / shares | $ 2.695 | |||||||||||
IPO | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Redeemable convertible preferred stock, shares issued | shares | 6,253,125 | |||||||||||
IPO | Series A Redeemable Convertible Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Redeemable convertible preferred stock, shares authorized | shares | 38,500,000 | |||||||||||
IPO | Series A-1 Redeemable Convertible Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Redeemable convertible preferred stock, shares authorized | shares | 6,666,667 | |||||||||||
IPO | Series B Redeemable Convertible Preferred Stock | ||||||||||||
Class Of Stock [Line Items] | ||||||||||||
Redeemable convertible preferred stock, shares authorized | shares | 17,068,646 |
Stockholders' Deficit - Sched44
Stockholders' Deficit - Schedule of Outstanding Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Series A Redeemable Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Shares Authorized | 38,500,000 | 38,500,000 | |||
Shares Issued | 38,250,000 | ||||
Shares Outstanding | 38,250,000 | 19,250,000 | |||
Liquidation Value | $ 42,006 | ||||
Carrying Value | $ 41,359 | $ 19,388 | |||
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 | ||||
Shares Outstanding | 6,666,667 | ||||
Liquidation Value | $ 10,327 | ||||
Carrying Value | $ 10,229 | ||||
Redeemable Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Shares Authorized | 62,235,313 | 45,166,667 | |||
Shares Issued | 44,916,667 | ||||
Shares Outstanding | 0 | 0 | 44,916,667 | ||
Liquidation Value | $ 52,333 | ||||
Carrying Value | $ 51,588 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2015 | Jun. 30, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 01, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for issuance, shares | 3,064,876 | 3,070,718 | ||||
Aggregate intrinsic value of options exercised | $ 337,000 | $ 417,000 | $ 46,000 | |||
Estimated grant date fair value of options vested | 2,100,000 | 186,000 | 82,000 | |||
Unamortized stock-based compensation | $ 7,500,000 | $ 3,300,000 | $ 400,000 | |||
Stock option average expected recognition period | 2 years 8 months 12 days | 3 years 3 months 18 days | 3 years | |||
Unrecognized share based compensation expense | $ 180,000 | $ 0 | ||||
Weighted average grant date fair value of options granted | $ 7.59 | $ 4 | $ 0.33 | |||
Unvested common shares outstanding | 409,839 | 948,092 | ||||
Right of repurchase of shares, lapse rate | 25.00% | |||||
Percentage of shares of original grant per month for 36 months thereafter | 2.08% | |||||
Accrued liabilities and other long-term liabilities associated with shares issued subject to repurchase rights | $ 253,000 | $ 526,000 | ||||
Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares reserved for issuance under the option plan, description | An annual increase on January 1 of each year beginning on January 1, 2017 | |||||
Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for issuance, shares | 2,141,868 | 1,318,647 | ||||
2012 Equity Incentive Plan | Incentive Stock Options | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of estimated fair value of common stock | 100.00% | |||||
2012 Equity Incentive Plan | Nonstatutory Stock Options | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of estimated fair value of common stock | 85.00% | |||||
2012 Equity Incentive Plan | Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Terms of options granted | 10 years | |||||
Vesting period | 4 years | |||||
2012 Equity Incentive Plan | Stock Options | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of estimated fair value of common stock | 110.00% | |||||
2012 Equity Incentive Plan | Stock Options | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Employee owning voting rights of stock options | 10.00% | |||||
2015 Stock Option and Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for issuance, shares | 720,921 | 1,497,071 | ||||
Number of shares reserved for issuance under the option plan, description | (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. | |||||
2015 Stock Option and Incentive Plan | Subsequent Event | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for issuance, shares | 1,257,160 | |||||
2015 Stock Option and Incentive Plan | IPO | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for issuance, shares | 1,650,000 | |||||
2015 Equity Incentive Plan | Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of estimated fair value of common stock | 85.00% | |||||
Shares reserved for issuance, shares | 255,000 | |||||
Number of common stock purchased by one employee | 2,500 | |||||
2015 Equity Incentive Plan | Employee Stock Purchase Plan | Subsequent Event | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for issuance, shares | 314,289 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity Under Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Shares Available for Grant, Beginning Balance | 1,497,071 | 312,911 | |
Shares Available for Grant, Options authorized | 2,595,138 | ||
Shares Available for Grant, Options retired | (348,150) | ||
Shares Available for Grant, Options granted | (1,069,534) | (1,124,406) | |
Shares Available for Grant, Options repurchased | 65,984 | 54,128 | |
Shares Available for Grant, Options canceled | 227,400 | 7,450 | |
Shares Available for Grant, Ending Balance | 720,921 | 1,497,071 | 312,911 |
Shares Subject to Outstanding Options, Beginning Balance | 1,318,647 | 554,669 | |
Shares Subject to Outstanding Options, granted | 1,069,534 | 1,124,406 | |
Shares Subject to Outstanding Options, exercised | (18,913) | (352,978) | |
Shares Subject to Outstanding Options, canceled | (227,400) | (7,450) | |
Shares Subject to Outstanding Options, Ending Balance | 2,141,868 | 1,318,647 | 554,669 |
Shares Subject to Outstanding Options, Options outstanding and exercisable | 623,901 | ||
Shares Subject to Outstanding Options, Options vested and expected to vest | 1,898,243 | ||
Weighted Average Exercise Price Per Share, Beginning Balance | $ 2.29 | $ 0.43 | |
Weighted Average Exercise Price Per Share, granted | 11.57 | 2.80 | |
Weighted Average Exercise Price Per Share, exercised | 0.71 | 1 | |
Weighted Average Exercise Price Per Share, repurchased | 0.74 | 0.36 | |
Weighted Average Exercise Price Per Share, cancelled | 7.16 | 0.72 | |
Weighted Average Exercise Price Per Share, Ending Balance | 6.42 | $ 2.29 | $ 0.43 |
Weighted Average Exercise Price Per Share, Options outstanding and exercisable | 3.28 | ||
Weighted Average Exercise Price Per Share, Options vested and expected to vest | $ 6.61 | ||
Weighted Average Remaining Contractual Term | 8 years 4 months 24 days | 9 years | 9 years 2 months 12 days |
Weighted Average Remaining Contractual Term, Options outstanding and exercisable | 7 years 6 months | ||
Weighted Average Remaining Contractual Term, Options vested and expected to vest | 8 years 4 months 24 days | ||
Aggregate Intrinsic Value, Ending Balance | $ 14,963 | $ 16,305 | $ 109 |
Aggregate Intrinsic Value, Options outstanding and exercisable, Ending Balance | 6,058 | ||
Aggregate Intrinsic Value, Options vested and expected to vest, Ending Balance | $ 12,886 |
Stock-Based Compensation - Su47
Stock-Based Compensation - Summary of Stock Options Outstanding and Currently Exercisable (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | shares | 2,141,868 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 4 months 24 days |
Options Outstanding and Exercisable, Number Exercisable | shares | 623,901 |
Options Outstanding and Exercisable, Weighted Average Exercise Price Per Share | $ 3.28 |
Exercise Price $0.18 - $0.62 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price lower range limit | 0.18 |
Options Outstanding, Exercise Price upper range limit | $ 0.62 |
Options Outstanding, Number Outstanding | shares | 374,597 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 8 months 12 days |
Options Outstanding and Exercisable, Number Exercisable | shares | 276,598 |
Options Outstanding and Exercisable, Weighted Average Exercise Price Per Share | $ 0.29 |
Exercise Price $1.51 - $1.51 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price lower range limit | 1.51 |
Options Outstanding, Exercise Price upper range limit | $ 1.51 |
Options Outstanding, Number Outstanding | shares | 654,861 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 2 months 12 days |
Options Outstanding and Exercisable, Number Exercisable | shares | 172,886 |
Options Outstanding and Exercisable, Weighted Average Exercise Price Per Share | $ 1.51 |
Exercise Price $4.04 - $9.08 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price lower range limit | 4.04 |
Options Outstanding, Exercise Price upper range limit | $ 9.08 |
Options Outstanding, Number Outstanding | shares | 450,121 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 7 months 6 days |
Options Outstanding and Exercisable, Number Exercisable | shares | 94,969 |
Options Outstanding and Exercisable, Weighted Average Exercise Price Per Share | $ 8.17 |
Exercise Price $10.00 - $15.73 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price lower range limit | 10 |
Options Outstanding, Exercise Price upper range limit | $ 15.73 |
Options Outstanding, Number Outstanding | shares | 443,789 |
Options Outstanding, Weighted Average Remaining Contractual Life | 9 years 3 months 18 days |
Options Outstanding and Exercisable, Number Exercisable | shares | 79,448 |
Options Outstanding and Exercisable, Weighted Average Exercise Price Per Share | $ 11.67 |
Exercise Price $15.95 - $21.31 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price lower range limit | 15.95 |
Options Outstanding, Exercise Price upper range limit | $ 21.31 |
Options Outstanding, Number Outstanding | shares | 218,500 |
Options Outstanding, Weighted Average Remaining Contractual Life | 9 years 10 months 24 days |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense, Net of Estimated Forfeitures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 2,813 | $ 516 | $ 92 |
Research and development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,252 | 206 | 38 |
General and administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 1,561 | $ 310 | $ 54 |
Stock-Based Compensation - Sc49
Stock-Based Compensation - Schedule of Assumptions for Black-Scholes Option-Pricing Model Used in Determining Fair Value of Time-Based and Performance-Based Options Granted to Employees (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 1.05% | 1.53% | 1.70% |
Risk-free interest rate, maximum | 2.10% | 1.94% | 2.00% |
Volatility, minimum | 71.00% | 79.00% | 84.00% |
Volatility, maximum | 73.00% | 109.00% | 94.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (in years) | 5 years 3 months 18 days | 5 years 6 months | 6 years |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (in years) | 6 years 1 month 6 days | 6 years 6 months | 6 years 1 month 6 days |
Net Loss per Share Attributab50
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 | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator | |||||||||||
Net loss | $ (13,152) | $ (22,946) | $ (16,829) | ||||||||
Cumulative dividends on redeemable convertible preferred stock | (5,151) | (2,864) | |||||||||
Accretion of redeemable convertible preferred stock to redemption value | (98) | (158) | |||||||||
Net loss attributable to common stockholders | $ 14,259 | $ (9,231) | $ (9,760) | $ (8,420) | $ (8,540) | $ (7,388) | $ (6,782) | $ (5,485) | $ (13,152) | $ (28,195) | $ (19,851) |
Denominator | |||||||||||
Weighted average shares outstanding | 30,878,973 | 26,470,298 | 26,337,184 | 26,169,152 | 28,104,991 | 7,594,115 | 3,394,727 | ||||
Less: weighted average shares subject to repurchase | (629,199) | (1,301,315) | (1,637,827) | ||||||||
Weighted average shares used to compute basic and diluted net loss per share | 27,475,792 | 6,292,800 | 1,756,900 | ||||||||
Net loss per share attributable to common stockholders: | |||||||||||
Basic and diluted | $ (0.48) | $ (2.78) | $ (2.78) | $ (2.47) | $ (0.48) | $ (4.48) | $ (11.30) |
Net Loss per Share Attributab51
Net Loss per Share Attributable to Common Stockholders - Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Common stock subject to repurchase | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share | 409,839 | 990,609 |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share | 2,141,868 | 1,318,647 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Third Rock Ventures | |||
Related Party Transaction [Line Items] | |||
Redeemable convertible preferred stock ownership percentage | 85.00% | ||
Related party costs | $ 43,000 | $ 89,000 | |
Due to related parties | 9,000 | 13,000 | |
GBT | |||
Related Party Transaction [Line Items] | |||
Due to related parties | 0 | 0 | |
Company reimbursed expenses and equipment | $ 0 | $ 41,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||||
Effective income tax provision | $ 0 | $ 0 | ||
Effective income tax rate | 0.00% | 0.00% | ||
Deferred tax assets, relates to net operating loss carryforwards | $ 23,937,000 | $ 14,830,000 | ||
Deferred tax assets, operating loss foreign | 60,500,000 | |||
Deferred tax assets, operating loss state | $ 60,600,000 | |||
Operating loss expiration date | 2,032 | |||
Research and development tax credit | $ 4,450,000 | 2,157,000 | ||
Increase in valuation allowance | $ 6,000,000 | 10,100,000 | ||
Time period over percentage change of ownership | 3 years | |||
Unrecognized tax benefits related to liability | $ 0 | 0 | ||
Unrecognized tax benefits related to penalties or interest accrued | 0 | 0 | ||
Unrecognized tax benefits that would impact effective tax rate | 0 | |||
Reserve for unrecognized tax benefits | $ 1,474,000 | $ 719,000 | $ 465,000 | $ 56,000 |
Internal Revenue Service | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards adjustments period | 3 years | |||
California Franchise Tax Board | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards adjustments period | 4 years | |||
Minimum | ||||
Income Taxes [Line Items] | ||||
Changes in ownership percentage of aggregate partnership equity | 50.00% | |||
Federal | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 400,000 | |||
Research and development tax credit | $ 2,800,000 | |||
Research and development tax credit carryforward, expiration year | 2,032 | |||
Orphan tax credit carryovers, expiration year | 2,036 | |||
Orphan tax credit carryovers | $ 1,500,000 | |||
State | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 400,000 | |||
Research and development tax credit | $ 2,400,000 | |||
Research and development tax credit carryforward, expiration year | 2,032 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes Differs Amount Expected by Applying the Federal Statutory Rate Loss Before Taxes (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 34.00% | 34.00% |
State taxes (tax effected) | 7.87% | 7.19% |
Non-deductible expenses and other | (10.19%) | |
Research and development credits | 14.07% | 2.98% |
Change in valuation allowance | (45.75%) | (44.17%) |
Total | 0.00% | 0.00% |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 23,937 | $ 14,830 |
Deferred Revenue | 5,656 | |
Start-up costs | 2,093 | 2,260 |
Research and development credits carryforwards | 4,450 | 2,157 |
Depreciation | (527) | (565) |
Other | 865 | 437 |
Total deferred tax assets | 30,818 | 24,775 |
Less valuation allowance | $ (30,818) | $ (24,775) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 719 | $ 465 | $ 56 |
Increases of unrecognized tax benefits related to current year | 755 | 254 | 409 |
Ending balance | $ 1,474 | $ 719 | $ 465 |
Quarterly Financial Data (una57
Quarterly Financial Data (unaudited) - Summary of Unaudited Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenues | $ 28,550 | $ 3,550 | $ 3,549 | $ 3,550 | $ 3,550 | $ 3,550 | $ 3,549 | $ 3,550 | $ 39,199 | $ 14,199 | $ 5,916 |
Total operating expenses | 14,365 | 12,814 | 13,335 | 11,990 | 11,434 | 8,972 | 8,625 | 8,381 | 52,504 | 37,412 | 23,134 |
Net profit/(loss) attributable to common stockholders | $ 14,259 | $ (9,231) | $ (9,760) | $ (8,420) | $ (8,540) | $ (7,388) | $ (6,782) | $ (5,485) | $ (13,152) | $ (28,195) | $ (19,851) |
Net profit/(loss) per common share, basic | $ 0.46 | $ (0.35) | $ (0.37) | $ (0.32) | |||||||
Net profit/(loss) per common share, diluted | $ 0.44 | $ (0.35) | $ (0.37) | $ (0.32) | |||||||
Weighted average number of shares, basic | 30,878,973 | 26,470,298 | 26,337,184 | 26,169,152 | 28,104,991 | 7,594,115 | 3,394,727 | ||||
Weighted average number of shares, diluted | 32,228,172 | 26,470,298 | 26,337,184 | 26,169,152 | |||||||
Net loss per common share, basic and diluted | $ (0.48) | $ (2.78) | $ (2.78) | $ (2.47) | $ (0.48) | $ (4.48) | $ (11.30) |