Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | 35,923,637 | ||
Entity Public Float | $ 278,616,250 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 224,571 | $ 135,797 |
Short-term investments | 31,933 | 4,072 |
Receivable from collaboration partner | 1,013 | 45,000 |
Prepaid expenses and other current assets | 1,876 | 1,394 |
Total current assets | 259,393 | 186,263 |
Property and equipment, net | 3,147 | 2,758 |
Long-term investments | 19,900 | 12,002 |
Other long-term assets | 368 | 283 |
Total assets | 282,808 | 201,306 |
Current liabilities | ||
Accounts payable | 2,301 | 1,798 |
Accrued liabilities | 11,639 | 8,690 |
Prepayment from collaboration partner | 4,432 | |
Deferred revenue - current | 22,500 | 22,500 |
Total current liabilities | 40,872 | 32,988 |
Other long-term liabilities | 202 | 436 |
Deferred revenue - noncurrent | 22,500 | |
Total liabilities | 41,074 | 55,924 |
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, 2017 and 2016, respectively; 35,812,791 and 31,428,998 shares, issued and outstanding at December 31, 2017 and 2016, respectively | 4 | 3 |
Additional paid-in capital | 365,719 | 223,208 |
Accumulated other comprehensive (loss) income | (192) | 8 |
Accumulated deficit | (123,797) | (77,837) |
Total stockholders’ equity | 241,734 | 145,382 |
Total liabilities and stockholders’ equity | $ 282,808 | $ 201,306 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 35,812,791 | 31,428,998 |
Common stock, shares outstanding | 35,812,791 | 31,428,998 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Collaboration and license revenue | $ 22,500 | $ 39,199 | $ 14,199 |
Operating expenses: | |||
Research and development, net | 48,136 | 36,215 | 28,393 |
General and administrative | 21,973 | 16,289 | 9,019 |
Total operating expenses | 70,109 | 52,504 | 37,412 |
Loss from operations | (47,609) | (13,305) | (23,213) |
Interest and other income, net | 1,657 | 153 | (47) |
Change in fair value of redeemable convertible preferred stock call option liability | 314 | ||
Net loss | (45,952) | (13,152) | (22,946) |
Other comprehensive (loss) income | (200) | 8 | |
Comprehensive loss | (46,152) | (13,144) | (22,946) |
Cumulative dividend relating to redeemable convertible preferred stock | (5,151) | ||
Accretion of redeemable convertible preferred stock to redemption value | (98) | ||
Net loss attributable to common stockholders | $ (45,952) | $ (13,152) | $ (28,195) |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.40) | $ (0.48) | $ (4.48) |
Weighted average number of shares used to compute net loss per share attributable to common stockholders, basic and diluted | 32,832,514 | 27,475,792 | 6,292,800 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | IPO | 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 IPO | Follow-on Offering | Common Stock | Common StockIPO | 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 IPO | Common StockFollow-on Offering | Additional Paid-In Capital | Additional Paid-In CapitalIPO | 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 IPO | Additional Paid-In CapitalFollow-on Offering | Accumulated Other Comprehensive Income/ (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2014 | $ (36,906) | $ (36,906) | ||||||||||||||||||
Beginning balance, shares at Dec. 31, 2014 | 3,634,434 | |||||||||||||||||||
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 common stock for stock option exercises, shares | 352,978 | |||||||||||||||||||
Vesting of early exercised stock options and restricted stock | 177 | $ 177 | ||||||||||||||||||
Repurchase of early exercised stock options, value | (19) | (19) | ||||||||||||||||||
Repurchase of early exercised stock options, shares | (54,128) | |||||||||||||||||||
Stock-based compensation | 516 | 516 | ||||||||||||||||||
Dividends on redeemable convertible preferred stock | (5,151) | (416) | (4,735) | |||||||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | (98) | (98) | ||||||||||||||||||
Conversion of redeemable convertible preferred stock into common stock, value | $ 43,973 | $ 10,904 | $ 47,796 | $ 1 | $ 1 | $ 43,972 | $ 10,904 | $ 47,795 | ||||||||||||
Conversion of redeemable convertible preferred stock into common stock, shares | 10,408,162 | 1,814,059 | 4,644,526 | |||||||||||||||||
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 | |||||||||||||||||||
Vesting of early exercised stock options and restricted stock | 272 | 272 | ||||||||||||||||||
Repurchase of early exercised stock options, value | (48) | (48) | ||||||||||||||||||
Repurchase of early exercised stock options, shares | (65,984) | |||||||||||||||||||
Stock-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 | |||||||||||||||||||
Issuance of common stock during offering, net of issuance costs, value | $ 133,862 | $ 1 | $ 133,861 | |||||||||||||||||
Issuance of common stock during offering, net of issuance costs, shares | 4,025,000 | |||||||||||||||||||
Issuance of common stock for stock option exercises, value | $ 1,608 | 1,608 | ||||||||||||||||||
Issuance of common stock for stock option exercises, shares | 333,822 | 333,822 | ||||||||||||||||||
Issuance of common stock for employee stock purchase plan, value | $ 757 | 757 | ||||||||||||||||||
Issuance of common stock for employee stock purchase plan, shares | 66,932 | |||||||||||||||||||
Vesting of early exercised stock options and restricted stock | 184 | 184 | ||||||||||||||||||
Repurchase of early exercised stock options, value | (45) | (45) | ||||||||||||||||||
Repurchase of early exercised stock options, shares | (41,961) | |||||||||||||||||||
Stock-based compensation | 6,138 | 6,138 | ||||||||||||||||||
Cumulative effect adjustment upon adoption of ASU 2016-09 | ASU 2016-09 | 8 | (8) | ||||||||||||||||||
Unrealized gains/(losses), net of tax benefits | (200) | (200) | ||||||||||||||||||
Net loss | (45,952) | (45,952) | ||||||||||||||||||
Ending balance at Dec. 31, 2017 | $ 241,734 | $ 4 | $ 365,719 | $ (192) | $ (123,797) | |||||||||||||||
Ending balance, shares at Dec. 31, 2017 | 35,812,791 |
Consolidated Statements of Red6
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Common Stock | IPO | |||
Issuance costs | $ 6,903 | ||
Common Stock | Follow On Offering | |||
Issuance costs | $ 9,025 | $ 4,441 | |
Series B Redeemable Convertible Preferred Stock | |||
Convertible preferred stock, issuance costs | $ 163 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (45,952) | $ (13,152) | $ (22,946) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 6,138 | 2,813 | 516 |
Depreciation | 1,294 | 1,111 | 965 |
Amortization of premiums on investments | 85 | ||
Loss (gain) on disposal of equipment | 4 | (4) | |
Change in fair value of redeemable convertible preferred stock call option liability, net | (314) | ||
Changes in operating assets and liabilities: | |||
Receivable from collaboration partner | 43,987 | (45,000) | |
Prepaid expenses and other current assets | (482) | (112) | (852) |
Other long-term assets | (59) | (24) | 39 |
Accounts payable | 367 | (434) | 1,301 |
Accrued liabilities | 2,968 | 3,250 | 2,940 |
Prepayment from collaboration partner | 4,432 | ||
Other long-term liabilities | (120) | (109) | 454 |
Deferred revenue | (22,500) | 30,801 | (14,199) |
Net cash used in operating activities | (9,838) | (20,856) | (32,100) |
Cash flow from investing activities: | |||
Purchases of investments | (44,044) | (16,060) | |
Sales of investments | 4,000 | ||
Maturities of investments | 4,000 | ||
Purchases of property and equipment | (1,517) | (1,083) | (1,446) |
Proceeds from sale of equipment | 10 | 134 | |
(Increase) decrease in restricted cash | (26) | 30 | 60 |
Net cash used in investing activities | (37,577) | (17,113) | (1,252) |
Cash flow from financing activities: | |||
Proceeds from issuance of common stock during follow-on offerings, net of issuance costs | 133,862 | 61,148 | |
Proceeds from issuance of common stock during IPO, net of issuance costs | (153) | 55,780 | |
Proceeds from exercise of stock options and employee stock purchase plan | 2,365 | 506 | 352 |
Payments of prior period offering costs | (38) | ||
Net cash provided by financing activities | 136,189 | 61,501 | 101,969 |
Net increase in cash and cash equivalents | 88,774 | 23,532 | 68,617 |
Cash and cash equivalents at beginning of period | 135,797 | 112,265 | 43,648 |
Cash and cash equivalents at end of period | 224,571 | 135,797 | 112,265 |
Non-cash investing and financing activities: | |||
Vesting of early exercised options and restricted stock | 184 | 272 | 177 |
Unpaid portion of property and equipment purchases included in period-end accounts payable and accrued liabilities | $ 283 | 103 | 61 |
Unpaid financing-related costs included in period-end accounts payable and accrued liabilities | $ 38 | 153 | |
Accretion of redeemable convertible preferred stock to redemption value | 98 | ||
Accretion of dividends on redeemable convertible preferred stock | 5,151 | ||
Series B Redeemable Convertible Preferred Stock | |||
Cash flow from financing activities: | |||
Proceeds from issuance of Series B preferred stock, net of issuance costs | $ 45,837 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2017 | |
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 a robust pipeline of therapeutic programs for the chronic treatment of the two most common forms of heritable cardiomyopathy—hypertrophic cardiomyopathy, or HCM, and dilated cardiomyopathy, or DCM. A Phase 2 clinical trial of mavacamten , the Company’s product candidate for the treatment of HCM, demonstrated improvements in signs and symptoms of symptomatic , and the Company plans to advance mavacamten into a pivotal Phase 3 clinical trial in the second quarter of 2018. Using its precision medicine development strategy, the Company believes it has efficiently generated clinical proof of mechanism for mavacamten in both healthy volunteers and in HCM patients, and intends to pursue a similar path for MYK-491, its product candidate for DCM, and for mavacamten in a second indication, nHCM. MYK-491 has completed a Phase 1 clinical trial in healthy volunteers which has helped identify starting dose for use in patients and a Phase 1b single-ascending dose clinical trial is currently underway in DCM patients with stable Through December 31, 2017, the Company has financed its operations through an initial public offering (“IPO”), two follow-on public offerings, private placements of redeemable convertible preferred stock and funds received in connection with a license and collaboration agreement with Aventis Inc., a wholly-owned subsidiary of Sanofi S.A. (“Sanofi”), entered into in August 2014 (the “Collaboration Agreement”) (See Note 4). The Company received net proceeds of $93.9 million from the sale of shares of its Series A, A-1 and B redeemable convertible preferred stock. On November 3, 2015, the Company 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. On October 3, 2016, the Company completed a follow-on public offering of 4,370,000 shares of common stock at an offering price of $15.00 per share, resulting in net proceeds of approximately $61.1 million, after deducting underwriting discounts, commissions and offering costs. On August 14, 2017, the Company completed another follow-on public offering of 4,025,000 shares of common stock at an offering price of $35.50 per share, resulting in net proceeds of approximately $133.9 million, after deducting underwriting discounts, commissions and offering costs. In connection with the Collaboration Agreement, the Company has received $115.7 million from Sanofi S.A., consisting of a $35.0 million upfront payment, a $25.0 million milestone payment for the submission of an Investigational New Drug (“IND”) application for MYK-491 with the FDA in November 2016, and a $45.0 million continuation payment from Sanofi in January 2017 and $10.7 million in reimbursements and prepayments for research and development costs under a Registration Program Plan (RPP) for mavacamten. As of December 31, 2017, the Company had an accumulated deficit of $123.8 million, cash and cash equivalents of $224.6 million, short-term investments of $31.9 million and long-term investments of $19.9 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, 2017 | |
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, MyoKardia Australia Pty Ltd 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, 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, 2017 and 2016, the Company’s cash and cash equivalents were comprised of funds held in checking accounts and interest-bearing money market accounts and money market funds. Restricted Cash Restricted cash at December 31, 2017 and 2016 comprises cash balances primarily held as security in connection with the Company’s facility lease agreements and is 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 (loss) income, 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. 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 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 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, 2017, 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 offerings were capitalized. The deferred offering costs were offset against the proceeds received upon the closing of the IPO. There were $0.5 million of deferred offering costs capitalized during 2016 and upon the completion of the 2016 follow-on public offering, which were offset against the $61.6 million of proceeds received, net of underwriting discounts and commissions. There were $0.4 million of deferred offering costs capitalized during 2017 and upon the completion of the 2017 follow-on public offering, which were offset against the $134.3 million of proceeds received, net of underwriting discounts and commissions. As of December 31, 2017 and 2016, there were no deferred offering costs capitalized in other long term assets on the consolidated balance sheets. 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. 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, and 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. Under the terms of the Collaboration Agreement, the Company and Sanofi are sharing qualified RPP costs through December 31, 2018, the term of the Agreement. The mavacamten RPP costs consist of those research and development expenses incurred to develop a product including employee costs and direct out-of-pocket costs that are specifically identifiable or reasonably and directly allocable to the registration program activities. Examples of qualified costs include those incurred for clinical trials, preparation for regulatory approval, manufacture or purchase of product for use in trials and development of manufacturing processes. The Company reduces its research and development expenses during the period by the amounts expected to be received from Sanofi. 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. As permitted under ASU 2016-09, beginning January 1, 2017, the Company has elected to recognize forfeitures as they occur, and no longer estimates a forfeiture rate when calculating the stock-based compensation for our equity awards. Until December 31, 2016, stock-based compensation expense recognized at fair value included the impact of estimated forfeitures as the Company estimated future forfeitures at the date of grant and revised the estimates, if necessary, in subsequent periods if actual forfeitures differed 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, 2017, which qualified as other comprehensive income and, therefore, have been reflected in the consolidated statement of operations and comprehensive 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. Adopted Accounting Pronouncements Beginning in fiscal year 2017, the Company adopted Accounting Standard Update (“ASU”) No. 2016-09, Improvements to employee share-based payment accounting, which simplifies the accounting for employee share-based transactions. The amendments change, among other things, the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification, and the classification of those taxes paid on the statement of cash flows. The Company adopted ASU 2016-09 in the first quarter of 2017. As a result of adopting this standard, we have made an accounting policy election to account for forfeitures as they occur. This change has been applied on a modified retrospective basis, resulting in an immaterial cumulative effect adjustment to the opening accumulated deficit on January 1, 2017. Upon adoption, the previously unrecognized excess tax benefits were recorded as a deferred tax asset, which was fully offset by a valuation allowance resulting in no impact to the accumulated deficit. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“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 May 2017, the FASB issued ASU No. 2017-09—Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718 to address diversity in practice. An entity should account for the effects of a modification unless all the three specified conditions are met. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in this ASU. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The amendments in this ASU should be applied prospectively to an award modified on or after the adoption date. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements In November 2016, the FASB issued 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 February ASU No. 2016-02 (Topic 842), Leases. modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company will adopt ASU 2016-02 in its first quarter of 2019 utilizing the modified retrospective transition method. While the Company is currently evaluating the timing and impact of adopting ASU 2016-02, currently the Company anticipates recording lease assets and liabilities for its three facilities in South San Francisco and is currently evaluating and estimating the financial statement impact. It is not expected to have a material impact to the Company’s Consolidated Statements of Operations and the Company has not quantified the impact to its Consolidated Balance Sheets. However, the ultimate impact of adopting ASU 2016-02 will depend on the Company’s lease portfolio as of the adoption date. In May 2014, the FASB issued ASU No. 2014-09 , Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition . ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”); ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”); and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”). The Company must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 with ASU 2014-09 (collectively, the “new revenue standards”). The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). The Company has substantially completed its evaluation related to the adoption of ASU 2014-09, applying the five-step model of the new standard to its various revenue related arrangement. The Company has concluded that its collaboration agreement with Sanofi is the only material contract which will be impacted by the adoption of the new revenue standards. The Company has evaluated the criteria under ASC 606-10-25 and determined there are three performance obligations that were previously accounted for as one combined deliverable. The Company will finalize its accounting assessment and quantitative impact of the adoption during the first quarter of fiscal year 2018 and will apply the full retrospective method to restate each prior reporting period presented in the consolidated financial statements. As the Company completes its evaluation of these new revenue standards, new information may arise that could change the Company's current understanding of the impact to revenues recognized and its views on the expected impact to the periods prior to adoption. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 Total Level 1 Level 2 Level 3 Assets Money market funds $ 223,568 $ 223,568 $ — $ — U.S. government agency obligations 27,878 — 27,878 — Corporate securities 23,955 — 23,955 — $ 275,401 $ 223,568 $ 51,833 $ — 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 $ — 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) $ 223,568 $ — $ — $ 223,568 Short-term investments (due within one year) 32,010 — (77 ) 31,933 Long-term investments (due between one and two years) 20,010 — (110 ) 19,900 $ 275,588 $ — $ (187 ) $ 275,401 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, 2017 and 2016. |
Collaboration and License Agree
Collaboration and License Agreement | 12 Months Ended |
Dec. 31, 2017 | |
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 mavacamten), “HCM2” (or HCM-2) and “DCM1” (or DCM-1 or MYK-491). 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 mavacamten 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 mavacamten 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 mavacamten and HCM-2 programs, with the Company having the option to co-promote the DCM-1 program in the United States. Under the terms of and as defined in the Collaboration Agreement, the Company and Sanofi are sharing registration program costs equally in relation to the mavacamten product registration plan under the applicable RPP, during the remainder of the contract term. In October 2017, the Company and Sanofi met to review the progress of the mavacamten program and agreed that registration efforts should be undertaken for mavacamten. As a result, related costs will be shared under the RPP. The cost sharing was agreed to be instituted retroactively to January 1, 2016. During the three months ended December 31, 2017, the Company and Sanofi mutually agreed upon certain amounts incurred by the two parties in relation to the RPP program related to the periods prior to September 30, 2017, and the Company received a reimbursement of $6.3 million for certain research and development expenses, net of Sanofi’s share. Further, during the three months ended December 31, 2017, the Company has received $4.4 million as an estimated reimbursement towards eligible expenses relating to the three months ending March 31, 2018, which it has recorded as a prepayment from collaboration partner within short-term liabilities on the consolidated balance sheet. The Company has also recorded a receivable of $1.0 million relating to RPP expenses incurred during the three months ended December 31, 2017, which it has recorded as a short-term receivable from collaboration partner on the consolidated balance sheet and included in the total $7.3 million reduction in research and development expenses during the fourth quarter of 2017. 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, 2017, 2016 and 2015, the Company recognized zero, $14.2 million and $14.2 million of revenue under the Collaboration Agreement, respectively. As of December 31, 2017 and 2016, the Company had zero deferred revenue on its consolidated balance sheet 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, 2017, Sanofi owned 11.2% 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 IND 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. Under the terms of the Collaboration Agreement, if Sanofi so elected to continue the Collaboration Agreement, it would be obligated to pay: • a one-time, non-refundable, non-creditable cash payment of $45.0 million; and • an additional $40.0 million reduced by $5.0 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, through the contract termination date of December 31, 2018. Upon the notification of the election to continue, the Company recorded a receivable and deferred revenue as of December 31, 2016 for the $45.0 million continuation payment which was subsequently received in January 2017. Of the $45.0 million, the Company recognized $22.5 million through December 31, 2017 on a straight-line basis because the Company was unable to identify a more discernable pattern of performance in relation to the occurrence of the research and development services. 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 had 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, represented 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 did not have any liability related to the redeemable convertible preferred stock call option on its consolidated balance sheet as of December 31, 2017 and December 31, 2016. 5. Up to $45.0 million in-kind research and collaboration activities. Sanofi may 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, 2017 | |
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, 2017 2016 Scientific equipment $ 5,935 $ 4,858 Furniture and equipment 1,064 546 Capitalized software 278 237 Leasehold improvements 331 308 Total 7,608 5,949 Less: Accumulated depreciation (4,461 ) (3,191 ) Property and equipment, net $ 3,147 $ 2,758 Depreciation expense was $1.3 million, $1.1 million and $1.0 million for the years ended December 31, 2017, 2016 and 2015 respectively. Accrued Liabilities Accrued liabilities consist of the following (in thousands): As of December 31, 2017 2016 Clinical research and development $ 5,981 $ 3,981 Payroll related liabilities 4,412 3,717 Other 1,246 992 Total accrued liabilities $ 11,639 $ 8,690 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017, 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 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. On October 1, 2017, the Company entered into an additional 25-month sublease agreement for approximately 8,000 square feet of office space in South San Francisco with annual payments of approximately $0.3 million. The lease period commenced on October 1, 2017 and expires on October 31, 2019. On January 1, 2018, the Company expanded its office and laboratory space at the same location in South San Francisco by 6,000 square feet for an approximate annual cost of $0.4 million. 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 other long-term assets on the Company’s consolidated balance sheet as of December 31, 2017. At December 31, 2017, future minimum commitments under non-cancelable operating leases were as follows (in thousands): Year ending December 31: Operating Leases Less Sublease Income Net Commitment 2018 $ 1,816 $ (139 ) $ 1,677 2019 1,641 — 1,641 2020 70 — 70 2021 — — — 2022 — — — Total $ 3,527 $ (139 ) $ 3,388 Rent expense, net was $1.4 million, $1.3 million and $1.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. Contingencies From time to time, the Company may have contingent liabilities that arise in the ordinary course of business activities. The Company accrues for such a liability when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. There were no contingent liabilities requiring accrual or disclosure as of December 31, 2017 and 2016. 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, 2017 | |
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, 2017 2016 Options issued and outstanding 2,964,549 2,141,868 Shares available for issuance under 2015 Stock Option and Incentive Plan 863,538 720,921 Shares available for issuance under 2015 Employee Stock Purchase Plan 449,444 202,087 Total 4,277,531 3,064,876 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, 2017, and 2016, no preferred stock was issued or outstanding. Redeemable Convertible Preferred Stock Call Option Liability In 2014, the Company recorded a redeemable convertible preferred stock call option liability related to its obligation to Sanofi under the Collaboration Agreement whereby the Company agreed to issue shares of its redeemable convertible preferred stock. This liability was determined to be a freestanding financial instrument that was adjusted for changes in fair value until the issuance of Series B preferred stock in 2015, upon which it was reclassified to permanent equity. 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
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 (the “2015 ESPP”) In October 2015, the Company adopted the 2015 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 2015 ESPP is intended to constitute an “employee stock purchase plan” under Section 423(b) of the Internal Revenue Code of 1986, as amended. The 2015 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 2015 ESPP, subject to an annual increase on January 1 of each year beginning on January 1, 2017. Effective January 1, 2018 and 2017, the Company reserved an additional 358,127 and 314,289 shares of common stock respectively, for issuance under the 2015 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, 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 authorized 1,257,160 — Options granted (1,735,875 ) 1,735,875 15.41 Options exercised — (333,822 ) 4.81 Options repurchased 41,961 — 1.10 Options canceled 579,371 (579,372 ) 8.11 Balance at December 31, 2017 863,538 2,964,549 11.54 8.3 $ 90,780 Options outstanding and exercisable as of December 31, 2017 1,004,103 6.96 7.3 $ 35,280 Options vested and expected to vest as of December 31, 2017 916,632 $ 4.52 7.1 $ 34,443 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 $9.8 million, $337,000 and $417,000 for the years ended December 31, 2017, 2016 and 2015, respectively. The total estimated grant date fair value of options vested during the years ended December 31, 2017, 2016 and 2015 was $4.8 million, $2.1 million and $186,000, respectively. The following table summarizes information with respect to stock options outstanding and currently exercisable as of December 31, 2017: 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 - $4.04 629,636 6.5 460,910 $ 1.08 $7.23 - $11.95 679,846 8.4 190,667 9.20 $12.24 31,315 8.4 8,820 12.24 $12.25 715,950 9.0 161,084 12.25 $12.50 - $43.75 907,802 9.0 182,622 14.57 2,964,549 8.3 1,004,103 $ 6.96 Stock-Based Compensation Stock-based compensation expense, net of estimated forfeitures as applicable for the years ended December 31, 2017, 2016 and 2015, is reflected in the statements of operations and comprehensive loss as follows (in thousands): Year Ended December 31, 2017 2016 2015 Research and development $ 2,752 $ 1,252 $ 206 General and administrative 3,386 1,561 310 Total stock-based compensation $ 6,138 $ 2,813 $ 516 As of December 31, 2017, total unamortized stock-based compensation was $16.9 million relating to stock options, which is expected to be recognized over the average remaining vesting period of 1.7 years. As of December 31, 2016, total unamortized stock-based compensation was $7.5 million, which was 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 remaining vesting period of 3.3 years. In relation to stock options to purchase common stock that vest upon the achievement of performance criteria, $174,000 and $180,000 in stock-based compensation expense was recorded for the years ended December 31, 2017 and 2016, respectively. The weighted‑average grant date fair value of options granted under the Company’s stock plans in the years ended December 31, 2017, 2016 and 2015 was $9.92, $7.59 and $4.00 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, 2017 2016 2015 Risk-free interest rate 1.92%-2.27% 1.05%-2.10% 1.53%-1.94% Expected life (in years) 5.3-6.1 5.3-6.1 5.5-6.5 Volatility 71%-75% 71%-73% 79%-109% 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 the Company’s trading history and that of its 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, 2017 and 2016, there were 81,373 and 409,839, 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, 2017 and 2016, the Company recorded $68,000 and $253,000, 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, 2017 | |
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, 2017 2016 2015 Numerator Net loss $ (45,952 ) $ (13,152 ) $ (22,946 ) Cumulative dividends on redeemable convertible preferred stock — — (5,151 ) Accretion of redeemable convertible preferred stock to redemption value — — (98 ) Net loss attributable to common stockholders, basic and diluted $ (45,952 ) $ (13,152 ) $ (28,195 ) Denominator Weighted average shares outstanding 33,098,571 28,104,991 7,594,115 Less: weighted average shares subject to repurchase (266,057 ) (629,199 ) (1,301,315 ) Weighted average shares used to compute basic and diluted net loss per share 32,832,514 27,475,792 6,292,800 Net loss per share attributable to common stockholders: Basic and diluted $ (1.40 ) $ (0.48 ) $ (4.48 ) 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. 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, 2017 2016 2015 Common stock subject to repurchase 81,373 409,839 990,609 Stock options to purchase common stock 2,964,549 2,141,868 1,318,647 As of December 31, 2017, the Company has contributions from plan participants of $133,000 under the 2015 ESPP, which if converted, would be equivalent to 4,030 shares based on 85% of the stock price at the beginning of the offering period. As of December 31, 2016, the Company had contributions from plan participants of $125,000 under the 2015 ESPP, which if converted, would be equivalent to 10,843 shares based on 85% of the stock price at the beginning of the offering period. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
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 and continues to be the Company’s largest shareholder as of December 31, 2017. In addition, Kevin Starr, a director of the Company through December 31, 2017, is a partner of Third Rock Ventures. The Company incurred consulting fees with Third Rock Ventures in the ordinary course of business, which were transacted at arms-length, totaling $58,000 and $43,000 for the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017 and 2016, amounts due to Third Rock Ventures totaled $5,000 and $9,000, respectively. Kevin Starr resigned from the Board of Directors effective March 6, 2018. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes For each of the years ended December 31, 2017, 2016 and 2015, the effective income tax rate and tax provision from continuing operations were zero, primarily attributable to losses generated which are not more likely than not to be realized. The following is the reconciliation between the statutory federal income tax rate and the Company’s effective tax rate: Year Ended December 31, 2017 2016 2015 Federal statutory income tax rate 34.0 % 34.0 % 34.0 % State taxes (tax effected) 7.5 7.9 7.2 Non-deductible expenses and other 2.4 (10.2 ) — Research and development credits 7.4 14.1 3.0 Tax Act – net deferred tax rate change (29.0 ) — — Change in valuation allowance (22.3 ) (45.8 ) (44.2 ) Total — % — % — % As of December 31, 2017, and 2016, the components of the Company’s deferred tax assets are as follows (in thousands): As of December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 23,022 $ 23,937 Deferred revenue 6,296 — Start-up costs 1,354 2,093 Research and development credits carryforwards 8,631 4,450 Depreciation (457 ) (527 ) Other 2,217 865 Total deferred tax assets 41,063 30,818 Less: valuation allowance (41,063 ) (30,818 ) Net deferred tax assets $ — $ — In December 2017, Tax Act was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 34% to 21% effective for tax years beginning after December 21, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. The Tax Act reduces the corporate tax rate to 21% effective January 1, 2018. Consequently, the Company has recorded a decrease in net deferred tax assets of $13.3 million, with a corresponding adjustment to the valuation allowance of $13.3 million, for the year ended December 31, 2017. The state and foreign deferred tax effect on federal deferred tax assets has been calculated using 21% rather than the previous 34% federal tax rate. The increase in deferred tax assets has been offset against an increase to the valuation allowance. In December 2017, the SEC staff issued SAB 118, which provides guidance for the tax effect of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act’s enactment date for companies to complete the accounting under Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”). In accordance with SAB 118, the Company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that the Company’s accounting for certain income tax effects of the Tax Act is incomplete, but it is able to determine a reasonable estimate, the Company must record a provisional estimate in its consolidated financial statements. If the Company cannot determine a provisional estimate to be included in its consolidated financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. The $13.3 million decrease in deferred tax assets and corresponding adjustment to the valuation allowance described in the paragraphs above represent the Company’s reasonable estimates and are provisional amounts within the meaning of SAB 118. Also, it is expected that the U.S. Treasury will issue regulations and other guidance on the application of certain provisions of the Tax Act. In subsequent periods, but within the measurement period, the Company will analyze that guidance and other necessary information to refine its estimates and complete its accounting for the tax effects of the Tax Act as necessary. The Company’s primary deferred tax asset of $23.0 million at December 31, 2017 and $23.9 million at December 31, 2016 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, 2017 and December 31, 2016, respectively. As of December 31, 2017, the Company had approximately $81.6 million and $84.3 million of federal and state net operating losses, respectively, that will begin to expire in 2032. As of December 31, 2017, the Company had approximately $3.7 million and $3.2 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, 2017, the Company had approximately $4.6 million of federal orphan tax credit carryovers, which will begin to expire in 2036 if not utilized. The valuation allowance increased by approximately $10.2 million and $6.0 million and $10.1 million during the years ended December 31, 2017 , 2016 and 2015, respectively. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”) if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership over a rolling three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards (“NOLs”) and other pre-change tax attributes (such as research tax credits) to offset its post-change income or taxes may be limited. Similar rules may apply 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 and other tax attributes before utilization. While we have determined that an ownership change occurred in April 2015 in connection with our Series B redeemable convertible preferred stock financing and in August 14, 2017 due to a subsequent stock offering, we do not believe that these ownership changes will result in the expiration of any of our existing NOLs prior to utilization. As of December 31, 2017, and 2016, 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, 2017 and 2016, 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 of 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 foreign tax authorities. It is subject to taxation in the United States and Australia. Because of the net operating loss, research credit carryforwards, and orphan drug tax credit carryforwards, substantially all of its tax years, from 2012 to 2017, remain open to U.S. federal and California tax examinations. The statute of limitation in Australia is four years. There were no interest or penalties accrued at December 31, 2017, and 2016. At December 31, 2017, 2016 and 2015, the Company's reserve for unrecognized tax benefits is approximately $2.5 million, $1.5 million and $0.7 million, respectively. Due to the full valuation allowance at December 31, 2017, 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, 2017 2016 2015 Beginning balance $ 1,474 $ 719 $ 465 Decreases of unrecognized tax benefits related to prior year (97 ) — — Increases of unrecognized tax benefits related to current year 1,094 755 254 Ending balance $ 2,471 $ 1,474 $ 719 The Company does not anticipate material changes to its uncertain tax positions through the next twelve months. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 Revenues $ 5,625 $ 5,625 $ 5,625 $ 5,625 Total operating expenses 17,393 18,771 20,245 13,700 Net loss attributable to common stockholders (11,547 ) (12,837 ) (14,173 ) (7,395 ) Net loss per common share, basic and diluted $ (0.37 ) $ (0.41 ) $ (0.42 ) $ (0.21 ) Weighted average number of shares, basic and diluted 31,089,310 31,200,773 33,525,567 35,684,201 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 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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, MyoKardia Australia Pty Ltd |
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, 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, 2017 and 2016, the Company’s cash and cash equivalents were comprised of funds held in checking accounts and interest-bearing money market accounts and money market funds. |
Restricted Cash | Restricted Cash Restricted cash at December 31, 2017 and 2016 comprises cash balances primarily held as security in connection with the Company’s facility lease agreements and is 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 (loss) income, 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. 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. |
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 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 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, 2017, 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 offerings were capitalized. The deferred offering costs were offset against the proceeds received upon the closing of the IPO. There were $0.5 million of deferred offering costs capitalized during 2016 and upon the completion of the 2016 follow-on public offering, which were offset against the $61.6 million of proceeds received, net of underwriting discounts and commissions. There were $0.4 million of deferred offering costs capitalized during 2017 and upon the completion of the 2017 follow-on public offering, which were offset against the $134.3 million of proceeds received, net of underwriting discounts and commissions. As of December 31, 2017 and 2016, there were no deferred offering costs capitalized in other long term assets on the consolidated balance sheets. |
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. |
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, and 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. Under the terms of the Collaboration Agreement, the Company and Sanofi are sharing qualified RPP costs through December 31, 2018, the term of the Agreement. The mavacamten RPP costs consist of those research and development expenses incurred to develop a product including employee costs and direct out-of-pocket costs that are specifically identifiable or reasonably and directly allocable to the registration program activities. Examples of qualified costs include those incurred for clinical trials, preparation for regulatory approval, manufacture or purchase of product for use in trials and development of manufacturing processes. The Company reduces its research and development expenses during the period by the amounts expected to be received from Sanofi. |
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. As permitted under ASU 2016-09, beginning January 1, 2017, the Company has elected to recognize forfeitures as they occur, and no longer estimates a forfeiture rate when calculating the stock-based compensation for our equity awards. Until December 31, 2016, stock-based compensation expense recognized at fair value included the impact of estimated forfeitures as the Company estimated future forfeitures at the date of grant and revised the estimates, if necessary, in subsequent periods if actual forfeitures differed 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. 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 the Company’s trading history and that of its 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. |
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. In December 2017, the SEC staff issued SAB 118, which provides guidance for the tax effect of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act’s enactment date for companies to complete the accounting under Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”). In accordance with SAB 118, the Company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that the Company’s accounting for certain income tax effects of the Tax Act is incomplete, but it is able to determine a reasonable estimate, the Company must record a provisional estimate in its consolidated financial statements. If the Company cannot determine a provisional estimate to be included in its consolidated financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. The $13.3 million decrease in deferred tax assets and corresponding adjustment to the valuation allowance described in the paragraphs above represent the Company’s reasonable estimates and are provisional amounts within the meaning of SAB 118. Also, it is expected that the U.S. Treasury will issue regulations and other guidance on the application of certain provisions of the Tax Act. In subsequent periods, but within the measurement period, the Company will analyze that guidance and other necessary information to refine its estimates and complete its accounting for the tax effects of the Tax Act as necessary. |
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, 2017, which qualified as other comprehensive income and, therefore, have been reflected in the consolidated statement of operations and comprehensive 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. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements Beginning in fiscal year 2017, the Company adopted Accounting Standard Update (“ASU”) No. 2016-09, Improvements to employee share-based payment accounting, which simplifies the accounting for employee share-based transactions. The amendments change, among other things, the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification, and the classification of those taxes paid on the statement of cash flows. The Company adopted ASU 2016-09 in the first quarter of 2017. As a result of adopting this standard, we have made an accounting policy election to account for forfeitures as they occur. This change has been applied on a modified retrospective basis, resulting in an immaterial cumulative effect adjustment to the opening accumulated deficit on January 1, 2017. Upon adoption, the previously unrecognized excess tax benefits were recorded as a deferred tax asset, which was fully offset by a valuation allowance resulting in no impact to the accumulated deficit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“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 May 2017, the FASB issued ASU No. 2017-09—Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in this ASU provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718 to address diversity in practice. An entity should account for the effects of a modification unless all the three specified conditions are met. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in this ASU. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The amendments in this ASU should be applied prospectively to an award modified on or after the adoption date. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements In November 2016, the FASB issued 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 February ASU No. 2016-02 (Topic 842), Leases. modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company will adopt ASU 2016-02 in its first quarter of 2019 utilizing the modified retrospective transition method. While the Company is currently evaluating the timing and impact of adopting ASU 2016-02, currently the Company anticipates recording lease assets and liabilities for its three facilities in South San Francisco and is currently evaluating and estimating the financial statement impact. It is not expected to have a material impact to the Company’s Consolidated Statements of Operations and the Company has not quantified the impact to its Consolidated Balance Sheets. However, the ultimate impact of adopting ASU 2016-02 will depend on the Company’s lease portfolio as of the adoption date. In May 2014, the FASB issued ASU No. 2014-09 , Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition . ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”); ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”); and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”). The Company must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 with ASU 2014-09 (collectively, the “new revenue standards”). The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). The Company has substantially completed its evaluation related to the adoption of ASU 2014-09, applying the five-step model of the new standard to its various revenue related arrangement. The Company has concluded that its collaboration agreement with Sanofi is the only material contract which will be impacted by the adoption of the new revenue standards. The Company has evaluated the criteria under ASC 606-10-25 and determined there are three performance obligations that were previously accounted for as one combined deliverable. The Company will finalize its accounting assessment and quantitative impact of the adoption during the first quarter of fiscal year 2018 and will apply the full retrospective method to restate each prior reporting period presented in the consolidated financial statements. As the Company completes its evaluation of these new revenue standards, new information may arise that could change the Company's current understanding of the impact to revenues recognized and its views on the expected impact to the periods prior to adoption. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 Total Level 1 Level 2 Level 3 Assets Money market funds $ 223,568 $ 223,568 $ — $ — U.S. government agency obligations 27,878 — 27,878 — Corporate securities 23,955 — 23,955 — $ 275,401 $ 223,568 $ 51,833 $ — 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 $ — |
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) $ 223,568 $ — $ — $ 223,568 Short-term investments (due within one year) 32,010 — (77 ) 31,933 Long-term investments (due between one and two years) 20,010 — (110 ) 19,900 $ 275,588 $ — $ (187 ) $ 275,401 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Property and Equipment | Property and equipment consists of the following (in thousands): As of December 31, 2017 2016 Scientific equipment $ 5,935 $ 4,858 Furniture and equipment 1,064 546 Capitalized software 278 237 Leasehold improvements 331 308 Total 7,608 5,949 Less: Accumulated depreciation (4,461 ) (3,191 ) Property and equipment, net $ 3,147 $ 2,758 |
Summary of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): As of December 31, 2017 2016 Clinical research and development $ 5,981 $ 3,981 Payroll related liabilities 4,412 3,717 Other 1,246 992 Total accrued liabilities $ 11,639 $ 8,690 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Commitments under Non-Cancelable Operating Leases | At December 31, 2017, future minimum commitments under non-cancelable operating leases were as follows (in thousands): Year ending December 31: Operating Leases Less Sublease Income Net Commitment 2018 $ 1,816 $ (139 ) $ 1,677 2019 1,641 — 1,641 2020 70 — 70 2021 — — — 2022 — — — Total $ 3,527 $ (139 ) $ 3,388 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
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, 2017 2016 Options issued and outstanding 2,964,549 2,141,868 Shares available for issuance under 2015 Stock Option and Incentive Plan 863,538 720,921 Shares available for issuance under 2015 Employee Stock Purchase Plan 449,444 202,087 Total 4,277,531 3,064,876 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 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 authorized 1,257,160 — Options granted (1,735,875 ) 1,735,875 15.41 Options exercised — (333,822 ) 4.81 Options repurchased 41,961 — 1.10 Options canceled 579,371 (579,372 ) 8.11 Balance at December 31, 2017 863,538 2,964,549 11.54 8.3 $ 90,780 Options outstanding and exercisable as of December 31, 2017 1,004,103 6.96 7.3 $ 35,280 Options vested and expected to vest as of December 31, 2017 916,632 $ 4.52 7.1 $ 34,443 |
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, 2017: 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 - $4.04 629,636 6.5 460,910 $ 1.08 $7.23 - $11.95 679,846 8.4 190,667 9.20 $12.24 31,315 8.4 8,820 12.24 $12.25 715,950 9.0 161,084 12.25 $12.50 - $43.75 907,802 9.0 182,622 14.57 2,964,549 8.3 1,004,103 $ 6.96 |
Schedule of Stock-Based Compensation Expense, Net of Estimated Forfeitures | Stock-based compensation expense, net of estimated forfeitures as applicable for the years ended December 31, 2017, 2016 and 2015, is reflected in the statements of operations and comprehensive loss as follows (in thousands): Year Ended December 31, 2017 2016 2015 Research and development $ 2,752 $ 1,252 $ 206 General and administrative 3,386 1,561 310 Total stock-based compensation $ 6,138 $ 2,813 $ 516 |
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, 2017 2016 2015 Risk-free interest rate 1.92%-2.27% 1.05%-2.10% 1.53%-1.94% Expected life (in years) 5.3-6.1 5.3-6.1 5.5-6.5 Volatility 71%-75% 71%-73% 79%-109% Dividend yield 0% 0% 0% |
Net Loss per Share Attributab27
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2015 Numerator Net loss $ (45,952 ) $ (13,152 ) $ (22,946 ) Cumulative dividends on redeemable convertible preferred stock — — (5,151 ) Accretion of redeemable convertible preferred stock to redemption value — — (98 ) Net loss attributable to common stockholders, basic and diluted $ (45,952 ) $ (13,152 ) $ (28,195 ) Denominator Weighted average shares outstanding 33,098,571 28,104,991 7,594,115 Less: weighted average shares subject to repurchase (266,057 ) (629,199 ) (1,301,315 ) Weighted average shares used to compute basic and diluted net loss per share 32,832,514 27,475,792 6,292,800 Net loss per share attributable to common stockholders: Basic and diluted $ (1.40 ) $ (0.48 ) $ (4.48 ) |
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, 2017 2016 2015 Common stock subject to repurchase 81,373 409,839 990,609 Stock options to purchase common stock 2,964,549 2,141,868 1,318,647 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation between Statutory Federal Income Tax Rate and Effective Tax Rate | The following is the reconciliation between the statutory federal income tax rate and the Company’s effective tax rate: Year Ended December 31, 2017 2016 2015 Federal statutory income tax rate 34.0 % 34.0 % 34.0 % State taxes (tax effected) 7.5 7.9 7.2 Non-deductible expenses and other 2.4 (10.2 ) — Research and development credits 7.4 14.1 3.0 Tax Act – net deferred tax rate change (29.0 ) — — Change in valuation allowance (22.3 ) (45.8 ) (44.2 ) Total — % — % — % |
Components of Company's Deferred Tax Assets | As of December 31, 2017, and 2016, the components of the Company’s deferred tax assets are as follows (in thousands): As of December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 23,022 $ 23,937 Deferred revenue 6,296 — Start-up costs 1,354 2,093 Research and development credits carryforwards 8,631 4,450 Depreciation (457 ) (527 ) Other 2,217 865 Total deferred tax assets 41,063 30,818 Less: valuation allowance (41,063 ) (30,818 ) 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, 2017 2016 2015 Beginning balance $ 1,474 $ 719 $ 465 Decreases of unrecognized tax benefits related to prior year (97 ) — — Increases of unrecognized tax benefits related to current year 1,094 755 254 Ending balance $ 2,471 $ 1,474 $ 719 |
Quarterly Financial Data (una29
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 Revenues $ 5,625 $ 5,625 $ 5,625 $ 5,625 Total operating expenses 17,393 18,771 20,245 13,700 Net loss attributable to common stockholders (11,547 ) (12,837 ) (14,173 ) (7,395 ) Net loss per common share, basic and diluted $ (0.37 ) $ (0.41 ) $ (0.42 ) $ (0.21 ) Weighted average number of shares, basic and diluted 31,089,310 31,200,773 33,525,567 35,684,201 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 |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 14, 2017 | Oct. 03, 2016 | Nov. 03, 2015 | Jan. 31, 2017 | Nov. 30, 2016 | Aug. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Date of incorporation | Jun. 8, 2012 | ||||||||||
Net proceeds from issuance of common stock | $ 133,862 | $ 61,148 | |||||||||
Accumulated deficit | $ (123,797) | (123,797) | (77,837) | ||||||||
Cash and cash equivalents | 224,571 | 224,571 | 135,797 | $ 112,265 | $ 43,648 | ||||||
Short-term investments | 31,933 | 31,933 | 4,072 | ||||||||
Long-term investments | 19,900 | 19,900 | 12,002 | ||||||||
Sanofi (Aventis Inc.) | Collaborative Agreement | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Collaboration agreement, amount received | $ 115,700 | ||||||||||
Upfront cash received under collaboration agreement | 35,000 | $ 35,000 | |||||||||
Revenue recognized under milestone-based payments | $ 25,000 | 25,000 | |||||||||
Continuation payment, amount received | $ 45,000 | ||||||||||
Collaboration agreement, reimbursements and prepayments for research and development costs | $ 10,700 | ||||||||||
Series A, A-1 and Series B Redeemable Convertible Preferred Stock | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||
Net proceeds from sale of shares of convertible stock | 93,900 | ||||||||||
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] | |||||||||||
Issuance of common stock | 4,025,000 | 4,370,000 | |||||||||
Shares issued, price per share | $ 35.50 | $ 15 | |||||||||
Net proceeds from issuance of common stock | $ 133,900 | $ 61,100 | $ 134,300 | $ 61,600 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Additional Information (Details) | Aug. 14, 2017USD ($) | Oct. 03, 2016USD ($) | Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) |
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 costs | 0 | $ 0 | ||
Net proceeds from issuance of common stock | 133,862,000 | 61,148,000 | ||
Follow-on Offering | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Deferred offering costs | 400,000 | 500,000 | ||
Net proceeds from issuance of common stock | $ 133,900,000 | $ 61,100,000 | $ 134,300,000 | $ 61,600,000 |
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, 2017 | Dec. 31, 2016 |
Assets | ||
Assets fair value | $ 275,401 | $ 152,555 |
Money market funds | ||
Assets | ||
Assets fair value | 223,568 | 136,481 |
U.S. government agency obligations | ||
Assets | ||
Assets fair value | 27,878 | 12,075 |
Corporate securities | ||
Assets | ||
Assets fair value | 23,955 | 3,999 |
Fair Value Measurements on Recurring Basis | Level 1 | ||
Assets | ||
Assets fair value | 223,568 | 136,481 |
Fair Value Measurements on Recurring Basis | Level 1 | Money market funds | ||
Assets | ||
Assets fair value | 223,568 | 136,481 |
Fair Value Measurements on Recurring Basis | Level 2 | ||
Assets | ||
Assets fair value | 51,833 | 16,074 |
Fair Value Measurements on Recurring Basis | U.S. government agency obligations | Level 2 | ||
Assets | ||
Assets fair value | 27,878 | 12,075 |
Fair Value Measurements on Recurring Basis | Corporate securities | Level 2 | ||
Assets | ||
Assets fair value | $ 23,955 | $ 3,999 |
Fair Value Measurements - Sum33
Fair Value Measurements - Summary of Fair Value Measurement of Available-for-sale Securities (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | $ 275,588 |
Unrealized Loss | (187) |
Fair Value | 275,401 |
Cash equivalents (due within 90 days) | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 223,568 |
Fair Value | 223,568 |
Short-term investments (due within one year) | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 32,010 |
Unrealized Loss | (77) |
Fair Value | 31,933 |
Long-term investments (due between one and two years) | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 20,010 |
Unrealized Loss | (110) |
Fair Value | $ 19,900 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Disclosures [Abstract] | ||
Transfers between level 1 to level 2 | $ 0 | $ 0 |
Transfers between level 2 to level 1 | $ 0 | $ 0 |
Collaboration and License Agr35
Collaboration and License Agreement - Additional Information (Details) | Sep. 29, 2017USD ($) | Nov. 30, 2016USD ($) | Apr. 30, 2015USD ($) | Aug. 31, 2014USD ($)Program$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Prepayment from collaboration partner | $ 4,432,000 | $ 4,432,000 | ||||||
Short-term receivable from collaboration partner | 1,013,000 | $ 1,013,000 | $ 45,000,000 | |||||
Sanofi (Aventis Inc.) | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Collaboration agreement, contract termination date | Dec. 31, 2018 | |||||||
Sanofi (Aventis Inc.) | Collaborative Agreement | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Upfront cash received under collaboration agreement | $ 35,000,000 | $ 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 | |||||||
Reimbursement for research and development expense | $ 6,300,000 | |||||||
Prepayment from collaboration partner | 4,400,000 | $ 4,400,000 | ||||||
Short-term receivable from collaboration partner | 1,000,000 | 1,000,000 | ||||||
Reduction in research and development expenses due to RPP reimbursements | 7,300,000 | |||||||
Deferred revenue | $ 35,000,000 | $ 0 | 0 | 0 | ||||
Revenue recognized under collaboration agreement | 0 | 14,200,000 | $ 14,200,000 | |||||
Revenue recognized under milestone-based payments | $ 25,000,000 | $ 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 reduced by $5.0 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 | $ 0 | ||||||
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 | 11.20% | |||||||
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 | |||||||
Sanofi (Aventis Inc.) | Extended Collaborative Arrangement | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Revenue recognized under collaboration agreement | $ 22,500,000 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 7,608 | $ 5,949 |
Less: Accumulated depreciation | (4,461) | (3,191) |
Property and equipment, net | 3,147 | 2,758 |
Scientific Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 5,935 | 4,858 |
Furniture and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 1,064 | 546 |
Capitalized Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 278 | 237 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 331 | $ 308 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |||
Depreciation expense | $ 1,294 | $ 1,111 | $ 965 |
Balance Sheet Components - Su38
Balance Sheet Components - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Clinical research and development | $ 5,981 | $ 3,981 |
Payroll related liabilities | 4,412 | 3,717 |
Other | 1,246 | 992 |
Total accrued liabilities | $ 11,639 | $ 8,690 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Jan. 02, 2018USD ($)ft² | Oct. 01, 2017USD ($)ft² | Sep. 15, 2014USD ($)ft² | Jun. 29, 2012USD ($)ft² | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Line Items] | |||||||
Purchase commitment cancellation notice period | 30 days | ||||||
Initial annual lease payments | $ 1,816,000 | ||||||
Deposits for letter of credit | 300,000 | ||||||
Rent expense net | 1,400,000 | $ 1,300,000 | $ 1,400,000 | ||||
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 | ||||||
Sublease Agreement | |||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||
Lease period | 25 months | ||||||
Area of leased property | ft² | 8,000 | ||||||
Annual lease payments | $ 300,000 | ||||||
Lease commencement period | Oct. 1, 2017 | ||||||
Lease expiration date | Oct. 31, 2019 | ||||||
Sublease Agreement | Subsequent Event | |||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||
Area of leased property | ft² | 6,000 | ||||||
Annual lease payments | $ 400,000 |
Commitments and Contingencies40
Commitments and Contingencies - Future Minimum Commitments under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating Leases, 2018 | $ 1,816 |
Operating Leases, 2019 | 1,641 |
Operating Leases, 2020 | 70 |
Operating Leases, Total | 3,527 |
Less Sublease Income, 2018 | (139) |
Less Sublease Income, Total | (139) |
Net Commitment, 2018 | 1,677 |
Net Commitment, 2019 | 1,641 |
Net Commitment, 2020 | 70 |
Net Commitment, Total | $ 3,388 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Common Stock Reserved for Issuance (Details) - shares | Dec. 31, 2017 | Jan. 01, 2017 | Dec. 31, 2016 |
Class Of Stock [Line Items] | |||
Shares reserved for future issuance, shares | 4,277,531 | 3,064,876 | |
Options Issued and Outstanding | |||
Class Of Stock [Line Items] | |||
Shares reserved for future issuance, shares | 2,964,549 | 2,141,868 | |
2015 Stock Option and Incentive Plan | |||
Class Of Stock [Line Items] | |||
Shares reserved for future issuance, shares | 863,538 | 1,257,160 | 720,921 |
2015 Employee Stock Purchase Plan | |||
Class Of Stock [Line Items] | |||
Shares reserved for future issuance, shares | 449,444 | 202,087 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Class Of Stock [Line Items] | ||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Change in fair value of redeemable convertible preferred stock call option liability | $ 314,000 | |||
Redeemable Convertible Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Change in fair value of redeemable convertible preferred stock call option liability | $ 0 | $ 300,000 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2018 | Jan. 01, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares reserved for issuance, shares | 4,277,531 | 3,064,876 | |||||
Aggregate intrinsic value of options exercised | $ 9,800,000 | $ 337,000 | $ 417,000 | ||||
Estimated grant date fair value of options vested | 4,800,000 | 2,100,000 | 186,000 | ||||
Unamortized stock-based compensation | $ 16,900,000 | $ 7,500,000 | $ 3,300,000 | ||||
Stock option average expected recognition period | 1 year 8 months 12 days | 2 years 8 months 12 days | 3 years 3 months 18 days | ||||
Unrecognized share based compensation expense | $ 174,000 | $ 180,000 | |||||
Weighted average grant date fair value of options granted | $ 9.92 | $ 7.59 | $ 4 | ||||
Unvested common shares outstanding | 81,373 | 409,839 | |||||
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 | $ 68,000 | $ 253,000 | |||||
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 | 2,964,549 | 2,141,868 | |||||
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 | 863,538 | 720,921 | 1,257,160 | ||||
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 | 1,432,511 | ||||||
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 | 314,289 | |||||
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 | 358,127 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Shares Available for Grant, Beginning Balance | 720,921 | 1,497,071 | |
Shares Available for Grant, Options authorized | 1,257,160 | ||
Shares Available for Grant, Options granted | (1,735,875) | (1,069,534) | |
Shares Available for Grant, Options repurchased | 41,961 | 65,984 | |
Shares Available for Grant, Options canceled | 579,371 | 227,400 | |
Shares Available for Grant, Ending Balance | 863,538 | 720,921 | 1,497,071 |
Shares Subject to Outstanding Options, Beginning Balance | 2,141,868 | 1,318,647 | |
Shares Subject to Outstanding Options, granted | 1,735,875 | 1,069,534 | |
Shares Subject to Outstanding Options, exercised | (333,822) | (18,913) | |
Shares Subject to Outstanding Options, canceled | (579,372) | (227,400) | |
Shares Subject to Outstanding Options, Ending Balance | 2,964,549 | 2,141,868 | 1,318,647 |
Shares Subject to Outstanding Options, Options outstanding and exercisable | 1,004,103 | ||
Shares Subject to Outstanding Options, Options vested and expected to vest | 916,632 | ||
Weighted Average Exercise Price Per Share, Beginning Balance | $ 6.42 | $ 2.29 | |
Weighted Average Exercise Price Per Share, granted | 15.41 | 11.57 | |
Weighted Average Exercise Price Per Share, exercised | 4.81 | 0.71 | |
Weighted Average Exercise Price Per Share, repurchased | 1.10 | 0.74 | |
Weighted Average Exercise Price Per Share, cancelled | 8.11 | 7.16 | |
Weighted Average Exercise Price Per Share, Ending Balance | 11.54 | $ 6.42 | $ 2.29 |
Weighted Average Exercise Price Per Share, Options outstanding and exercisable | 6.96 | ||
Weighted Average Exercise Price Per Share, Options vested and expected to vest | $ 4.52 | ||
Weighted Average Remaining Contractual Term | 8 years 3 months 18 days | 8 years 4 months 24 days | 9 years |
Weighted Average Remaining Contractual Term, Options outstanding and exercisable | 7 years 3 months 18 days | ||
Weighted Average Remaining Contractual Term, Options vested and expected to vest | 7 years 1 month 6 days | ||
Aggregate Intrinsic Value, Ending Balance | $ 90,780 | $ 14,963 | $ 16,305 |
Aggregate Intrinsic Value, Options outstanding and exercisable, Ending Balance | 35,280 | ||
Aggregate Intrinsic Value, Options vested and expected to vest, Ending Balance | $ 34,443 |
Stock-Based Compensation - Su45
Stock-Based Compensation - Summary of Stock Options Outstanding and Currently Exercisable (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | shares | 2,964,549 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 3 months 18 days |
Options Outstanding and Exercisable, Number Exercisable | shares | 1,004,103 |
Options Outstanding and Exercisable, Weighted Average Exercise Price Per Share | $ 6.96 |
Exercise Price $0.18 - $4.04 | |
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 | $ 4.04 |
Options Outstanding, Number Outstanding | shares | 629,636 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 6 months |
Options Outstanding and Exercisable, Number Exercisable | shares | 460,910 |
Options Outstanding and Exercisable, Weighted Average Exercise Price Per Share | $ 1.08 |
Exercise Price $7.23 - $11.95 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price lower range limit | 7.23 |
Options Outstanding, Exercise Price upper range limit | $ 11.95 |
Options Outstanding, Number Outstanding | shares | 679,846 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 4 months 24 days |
Options Outstanding and Exercisable, Number Exercisable | shares | 190,667 |
Options Outstanding and Exercisable, Weighted Average Exercise Price Per Share | $ 9.20 |
Exercise Price $12.24 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price range limit | $ 12.24 |
Options Outstanding, Number Outstanding | shares | 31,315 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 4 months 24 days |
Options Outstanding and Exercisable, Number Exercisable | shares | 8,820 |
Options Outstanding and Exercisable, Weighted Average Exercise Price Per Share | $ 12.24 |
Exercise Price $12.25 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price range limit | $ 12.25 |
Options Outstanding, Number Outstanding | shares | 715,950 |
Options Outstanding, Weighted Average Remaining Contractual Life | 9 years |
Options Outstanding and Exercisable, Number Exercisable | shares | 161,084 |
Options Outstanding and Exercisable, Weighted Average Exercise Price Per Share | $ 12.25 |
Exercise Price $12.50 - $43.75 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price lower range limit | 12.50 |
Options Outstanding, Exercise Price upper range limit | $ 43.75 |
Options Outstanding, Number Outstanding | shares | 907,802 |
Options Outstanding, Weighted Average Remaining Contractual Life | 9 years |
Options Outstanding and Exercisable, Number Exercisable | shares | 182,622 |
Options Outstanding and Exercisable, Weighted Average Exercise Price Per Share | $ 14.57 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 6,138 | $ 2,813 | $ 516 |
Research and development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 2,752 | 1,252 | 206 |
General and administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 3,386 | $ 1,561 | $ 310 |
Stock-Based Compensation - Sc47
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 1.92% | 1.05% | 1.53% |
Risk-free interest rate, maximum | 2.27% | 2.10% | 1.94% |
Volatility, minimum | 71.00% | 71.00% | 79.00% |
Volatility, maximum | 75.00% | 73.00% | 109.00% |
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 3 months 18 days | 5 years 6 months |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 6 months |
Net Loss per Share Attributab48
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator | |||||||||||
Net loss | $ (45,952) | $ (13,152) | $ (22,946) | ||||||||
Cumulative dividends on redeemable convertible preferred stock | (5,151) | ||||||||||
Accretion of redeemable convertible preferred stock to redemption value | (98) | ||||||||||
Net loss attributable to common stockholders | $ (7,395) | $ (14,173) | $ (12,837) | $ (11,547) | $ 14,259 | $ (9,231) | $ (9,760) | $ (8,420) | $ (45,952) | $ (13,152) | $ (28,195) |
Denominator | |||||||||||
Weighted average shares outstanding | 30,878,973 | 26,470,298 | 26,337,184 | 26,169,152 | 33,098,571 | 28,104,991 | 7,594,115 | ||||
Less: weighted average shares subject to repurchase | (266,057) | (629,199) | (1,301,315) | ||||||||
Weighted average shares used to compute basic and diluted net loss per share | 35,684,201 | 33,525,567 | 31,200,773 | 31,089,310 | 32,832,514 | 27,475,792 | 6,292,800 | ||||
Net loss per share attributable to common stockholders: | |||||||||||
Basic and diluted | $ (0.21) | $ (0.42) | $ (0.41) | $ (0.37) | $ (1.40) | $ (0.48) | $ (4.48) |
Net Loss per Share Attributab49
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, 2017 | 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 | 81,373 | 409,839 | 990,609 |
Stock Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share | 2,964,549 | 2,141,868 | 1,318,647 |
Net Loss per Share Attributab50
Net Loss per Share Attributable to Common Stockholders - Additional Information (Details) - 2015 ESPP - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Line Items] | ||
ESPP contributions from plan participants | $ 133,000 | $ 125,000 |
Contributions converted shares under benefit plan | 4,030 | 10,843 |
Percentage of stock price at the beginning of offering period | 85.00% | 85.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Third Rock Ventures - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Redeemable convertible preferred stock ownership percentage | 85.00% | ||
Related party costs | $ 58,000 | $ 43,000 | |
Due to related parties | $ 5,000 | $ 9,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||||
Effective income tax provision from continuing operations | $ 0 | $ 0 | $ 0 | ||
Effective income tax rate from continuing operations | 0.00% | 0.00% | 0.00% | ||
Federal statutory income tax rate | 34.00% | 34.00% | 34.00% | ||
Tax Act, decrease in net deferred tax assets | $ 13,300,000 | ||||
Tax Act, adjustment to valuation allowance | 13,300,000 | ||||
Deferred tax assets, relates to net operating loss carryforwards | 23,022,000 | $ 23,937,000 | |||
Deferred tax assets, operating loss foreign | 81,600,000 | ||||
Deferred tax assets, operating loss state | $ 84,300,000 | ||||
Operating loss expiration date | 2,032 | ||||
Research and development tax credit | $ 8,631,000 | 4,450,000 | |||
Increase in valuation allowance | $ 10,200,000 | 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 | $ 2,471,000 | $ 1,474,000 | $ 719,000 | $ 465,000 | |
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 | ||||
Australia | |||||
Income Taxes [Line Items] | |||||
Uncertain tax positions statute of limitation | 4 years | ||||
Minimum | |||||
Income Taxes [Line Items] | |||||
Change of ownership percentage in equity ownership | 50.00% | ||||
Federal | |||||
Income Taxes [Line Items] | |||||
Research and development tax credit | $ 3,700,000 | ||||
Research and development tax credit carryforward, expiration year | 2,032 | ||||
Orphan tax credit carryovers, expiration beginning year | 2,036 | ||||
Orphan tax credit carryovers | $ 4,600,000 | ||||
State | |||||
Income Taxes [Line Items] | |||||
Research and development tax credit | $ 3,200,000 | ||||
Scenario, Plan | |||||
Income Taxes [Line Items] | |||||
Federal statutory income tax rate | 21.00% |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation between Statutory Federal Income Tax Rate and Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 34.00% | 34.00% | 34.00% |
State taxes (tax effected) | 7.50% | 7.90% | 7.20% |
Non-deductible expenses and other | 2.40% | (10.20%) | |
Research and development credits | 7.40% | 14.10% | 3.00% |
Tax Act – net deferred tax rate change | (29.00%) | ||
Change in valuation allowance | (22.30%) | (45.80%) | (44.20%) |
Total | 0.00% | 0.00% | 0.00% |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 23,022 | $ 23,937 |
Deferred revenue | 6,296 | |
Start-up costs | 1,354 | 2,093 |
Research and development credits carryforwards | 8,631 | 4,450 |
Depreciation | (457) | (527) |
Other | 2,217 | 865 |
Total deferred tax assets | 41,063 | 30,818 |
Less: valuation allowance | $ (41,063) | $ (30,818) |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 1,474 | $ 719 | $ 465 |
Decreases of unrecognized tax benefits related to prior year | (97) | ||
Increases of unrecognized tax benefits related to current year | 1,094 | 755 | 254 |
Ending balance | $ 2,471 | $ 1,474 | $ 719 |
Quarterly Financial Data (una56
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenues | $ 5,625 | $ 5,625 | $ 5,625 | $ 5,625 | $ 28,550 | $ 3,550 | $ 3,549 | $ 3,550 | $ 22,500 | $ 39,199 | $ 14,199 |
Total operating expenses | 13,700 | 20,245 | 18,771 | 17,393 | 14,365 | 12,814 | 13,335 | 11,990 | 70,109 | 52,504 | 37,412 |
Net profit/(loss) attributable to common stockholders | $ (7,395) | $ (14,173) | $ (12,837) | $ (11,547) | $ 14,259 | $ (9,231) | $ (9,760) | $ (8,420) | $ (45,952) | $ (13,152) | $ (28,195) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.21) | $ (0.42) | $ (0.41) | $ (0.37) | $ (1.40) | $ (0.48) | $ (4.48) | ||||
Weighted average number of shares, basic and diluted | 35,684,201 | 33,525,567 | 31,200,773 | 31,089,310 | 32,832,514 | 27,475,792 | 6,292,800 | ||||
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 | 33,098,571 | 28,104,991 | 7,594,115 | ||||
Weighted average number of shares, diluted | 32,228,172 | 26,470,298 | 26,337,184 | 26,169,152 |