Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 07, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | UNUM THERAPEUTICS INC. | |
Entity Central Index Key | 0001622229 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 38,263,127 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-38443 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-5308248 | |
Entity Address, Address Line One | 200 Cambridge Park Drive | |
Entity Address, Address Line Two | Suite 3100 | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02140 | |
City Area Code | (617) | |
Local Phone Number | 945-5576 | |
Title of 12(b) Security | Common Stock, $0.001 Par Value | |
Trading Symbol | UMRX | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 21,342 | $ 37,424 |
Accounts receivable | 2,000 | |
Prepaid expenses and other current assets | 2,607 | 1,167 |
Total current assets | 23,949 | 40,591 |
Operating lease, right-of-use asset | 4,567 | 5,285 |
Property and equipment, net | 1,284 | 1,865 |
Restricted cash | 1,255 | 1,255 |
Other assets | 427 | |
Total assets | 31,055 | 49,423 |
Current liabilities: | ||
Accounts payable | 632 | 3,183 |
Accrued expenses and other current liabilities | 5,627 | 7,131 |
Operating lease liability | 1,698 | 1,619 |
Deferred revenue | 312 | 1,315 |
Total current liabilities | 8,269 | 13,248 |
Operating lease liability, net of current portion | 3,545 | 4,413 |
Total liabilities | 11,814 | 17,661 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.001 par value; 150,000,000 shares authorized; 31,161,941 shares and 30,663,054 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 32 | 30 |
Additional paid-in capital | 156,588 | 155,624 |
Accumulated deficit | (137,379) | (123,892) |
Total stockholders’ equity | 19,241 | 31,762 |
Total liabilities and stockholders' equity | $ 31,055 | $ 49,423 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, Par value | $ 0.001 | $ 0.001 |
Common stock, Shares authorized | 150,000,000 | 150,000,000 |
Common stock, Shares issued | 31,161,941 | 30,663,054 |
Common stock, Shares outstanding | 31,161,941 | 30,663,054 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Collaboration revenue | $ 528 | $ 3,138 | $ 7,559 | $ 6,191 |
Operating expenses: | ||||
Research and development | 5,129 | 10,617 | 14,627 | 23,020 |
General and administrative | 2,802 | 3,062 | 6,476 | 5,553 |
Total operating expenses | 7,931 | 13,679 | 21,103 | 28,573 |
Loss from operations | (7,403) | (10,541) | (13,544) | (22,382) |
Other income (expense): | ||||
Interest income | 3 | 25 | 50 | 175 |
Other income, net | 7 | 7 | ||
Total other income (expense), net | 10 | 25 | 57 | 175 |
Net loss | $ (7,393) | $ (10,516) | $ (13,487) | $ (22,207) |
Net loss per common share, basic and diluted | $ (0.24) | $ (0.34) | $ (0.44) | $ (0.73) |
Weighted average common shares outstanding, basic and diluted | 31,109,950 | 30,505,773 | 30,623,350 | 30,295,557 |
Comprehensive loss: | ||||
Net loss | $ (7,393) | $ (10,516) | $ (13,487) | $ (22,207) |
Other comprehensive income: | ||||
Unrealized gains on marketable securities, net of tax | 2 | 12 | ||
Total other comprehensive income | 2 | 12 | ||
Comprehensive loss | $ (7,393) | $ (10,514) | $ (13,487) | $ (22,195) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning Balances at Dec. 31, 2018 | $ 60,234 | $ 30 | $ 152,275 | $ (92,059) | $ (12) |
Beginning Balances, Shares at Dec. 31, 2018 | 30,057,970 | ||||
Issuance of common stock upon exercise of stock options | 11 | 11 | |||
Issuance of common stock upon exercise of stock options, Shares | 60,852 | ||||
Stock-based compensation expense | 726 | 726 | |||
Unrealized gains on marketable securities | 10 | 10 | |||
Net loss | (11,691) | (11,691) | |||
Ending Balances at Mar. 31, 2019 | 49,290 | $ 30 | 153,012 | (103,750) | (2) |
Ending Balances, Shares at Mar. 31, 2019 | 30,118,822 | ||||
Beginning Balances at Dec. 31, 2018 | 60,234 | $ 30 | 152,275 | (92,059) | (12) |
Beginning Balances, Shares at Dec. 31, 2018 | 30,057,970 | ||||
Unrealized gains on marketable securities | 12 | ||||
Net loss | (22,207) | ||||
Ending Balances at Jun. 30, 2019 | 39,758 | $ 30 | 153,994 | (114,266) | |
Ending Balances, Shares at Jun. 30, 2019 | 30,660,554 | ||||
Beginning Balances at Mar. 31, 2019 | 49,290 | $ 30 | 153,012 | (103,750) | (2) |
Beginning Balances, Shares at Mar. 31, 2019 | 30,118,822 | ||||
Issuance of common stock upon exercise of stock options | 97 | 97 | |||
Issuance of common stock upon exercise of stock options, Shares | 541,732 | ||||
Stock-based compensation expense | 885 | 885 | |||
Unrealized gains on marketable securities | 2 | $ 2 | |||
Net loss | (10,516) | (10,516) | |||
Ending Balances at Jun. 30, 2019 | 39,758 | $ 30 | 153,994 | (114,266) | |
Ending Balances, Shares at Jun. 30, 2019 | 30,660,554 | ||||
Beginning Balances at Dec. 31, 2019 | 31,762 | $ 30 | 155,624 | (123,892) | |
Beginning Balances, Shares at Dec. 31, 2019 | 30,663,054 | ||||
Issuance of common stock upon exercise of stock options | 38 | $ 1 | 37 | ||
Issuance of common stock upon exercise of stock options, Shares | 207,292 | ||||
Issuance of common stock under Employee Stock Purchase Plan | 35 | 35 | |||
Issuance of common stock under Employee Stock Purchase Plan, shares | 57,011 | ||||
Issuance of common stock, net of issuance costs | 262 | $ 1 | 261 | ||
Issuance of common stock, net of issuance costs | 726,382 | ||||
Acquisition and retirement of treasury stock | (808) | $ (1) | (807) | ||
Acquisition and retirement of treasury stock, shares | (831,847) | ||||
Stock-based compensation expense | 507 | 507 | |||
Net loss | (6,094) | (6,094) | |||
Ending Balances at Mar. 31, 2020 | 25,702 | $ 31 | 155,657 | (129,986) | |
Ending Balances, Shares at Mar. 31, 2020 | 30,821,892 | ||||
Beginning Balances at Dec. 31, 2019 | 31,762 | $ 30 | 155,624 | (123,892) | |
Beginning Balances, Shares at Dec. 31, 2019 | 30,663,054 | ||||
Net loss | (13,487) | ||||
Ending Balances at Jun. 30, 2020 | 19,241 | $ 32 | 156,588 | (137,379) | |
Ending Balances, Shares at Jun. 30, 2020 | 31,161,941 | ||||
Beginning Balances at Mar. 31, 2020 | 25,702 | $ 31 | 155,657 | (129,986) | |
Beginning Balances, Shares at Mar. 31, 2020 | 30,821,892 | ||||
Issuance of common stock upon exercise of stock options | 62 | $ 1 | 61 | ||
Issuance of common stock upon exercise of stock options, Shares | 340,049 | ||||
Stock-based compensation expense | 870 | 870 | |||
Net loss | (7,393) | (7,393) | |||
Ending Balances at Jun. 30, 2020 | $ 19,241 | $ 32 | $ 156,588 | $ (137,379) | |
Ending Balances, Shares at Jun. 30, 2020 | 31,161,941 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (13,487) | $ (22,207) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 581 | 661 |
Stock-based compensation expense | 1,639 | 1,611 |
Realized loss on sales of marketable securities | 2 | |
Noncash consideration received from a customer | (808) | |
Net amortization (accretion) of premiums (discounts) on marketable securities | (55) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,000 | 176 |
Prepaid expenses and other current assets | (1,440) | (503) |
Operating lease, right-of-use asset | 718 | 673 |
Other assets | 427 | (427) |
Accounts payable | (2,551) | 141 |
Accrued expenses and other current liabilities | (1,504) | 558 |
Operating lease liability | (789) | (718) |
Deferred revenue | (1,003) | (2,774) |
Net cash used in operating activities | (16,217) | (22,862) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (42) | |
Proceeds from maturities and sales of marketable securities | 22,988 | |
Net cash provided by investing activities | 22,946 | |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock upon stock option exercises | 100 | 108 |
Proceeds from issuance of stock from employee stock purchase plan | 35 | |
Net cash provided by financing activities | 135 | 108 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (16,082) | 192 |
Cash, cash equivalents and restricted cash at beginning of period | 38,679 | 56,926 |
Cash, cash equivalents and restricted cash at end of period | $ 22,597 | $ 57,118 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Unum Therapeutics, Inc. (“Unum” or “the Company”) is a biopharmaceutical company focused on developing curative cell therapies for solid tumors. Unum’s novel proprietary technology includes Bolt-On Chimeric Receptor (BOXR), designed to improve the functionality of engineered T cells by incorporating a “bolt-on” transgene to overcome resistance of the solid tumor microenvironment (TME) to T cell attack. Unum was incorporated in March 2014 under the laws of the State of Delaware. The Company also developed product candidates using its novel proprietary technology, Antibody-Coupled T cell Receptor (ACTR), an autologous engineered T-cell therapy that combines the cell-killing ability of T cells and the tumor-targeting ability of co-administered antibodies to exert potent antitumor immune responses. In March 2020, the Company announced a strategic restructuring plan to shift away from ACTR, and prioritize its resources towards advancing its preclinical program, BOXR1030, for the treatment of solid tumor cancers. On July 6, 2020 the Company, as described in Note 12 (Subsequent Events), signed and closed the acquisition of Kiq Bio LLC (formerly Kiq LLC) (“Kiq”). Kiq is a biopharmaceutical company focused on developing a pipeline of novel therapies to treat cancer patients. Kiq’s most advanced program, PLX9486, is a highly potent and selective KIT D816V inhibitor that is being developed to treat systemic mastocytosis and GIST patients. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, the impact of the COVID-19 coronavirus, compliance with government regulations and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. On April 1, 2019, the Company filed a shelf registration statement on Form S-3 with the SEC. The shelf registration statement allows the Company to sell from time-to-time up to $150 million of common stock, preferred stock, debt securities, warrants, or units comprised of any combination of these securities, for its own account in one or more offerings. The terms of any offering under the shelf registration statement Additionally, on April 1, 2019 and pursuant to the Form S-3, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”), pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $50.0 million through Cowen as the sales agent. As of June 30, 2020, no shares have been sold under this Sales Agreement. As announced on March 2, 2020, the Company initiated a reduction in force that resulted in the termination of approximately 60% of the Company’s employee workforce, or 43 employees. These reductions were substantially completed by the end of first quarter of 2020. The reduction in force was approved in connection with the Company’s restructuring plans to prioritize resources towards advancing its preclinical program, BOXR1030, for the treatment of solid tumor cancers. On March 19, 2020, the Company entered into a Purchase Agreement with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company may elect to sell to LPC up to $25,000,000 in shares of its common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, the Company issued 726,382 shares of common stock to LPC as a commitment fee. On March 26, 2020, the Company announced that it would be exploring strategic alternatives in order to maximize stockholder value and that the Company had engaged Ladenburg Thalmann & Co. Inc. to act as its strategic financial advisor to assist in the strategic review process. Subsequent to the balance sheet date, the Company successfully completed a transaction as disclosed in Note 12 (Subsequent Events). On June 9, 2020, the Company’s stockholders approved an amendment to its certificate of incorporation, which allows the board to effect a reverse stock split of all issued and outstanding shares of its common stock, as a ratio ranging from 1-for-5 to 1-for-10. The Company has yet to effect the reverse stock split as of June 30, 2020. On July 9, 2020, the Company completed a private placement of 118,638 Series A Preferred Stock to new and existing investors in exchange gross proceeds of $104.4 million. On December 31, 2019, the Company received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying it that, for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Global Select Market (“Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rules, the Company had an initial period of 180 calendar days to regain compliance with the minimum bid price rule, which has been tolled as of April 16, 2020 and will restart on July 1, 2020. If the Company does not regain compliance with the Minimum Bid Price Requirement by September 11, 2020, then, under Nasdaq Listing Rules, the Company may transfer to The Nasdaq Capital Market, provided that it meets the continued listing requirement for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Minimum Bid Price Requirement, and the Company would need to provide written notice to Nasdaq of its intention to cure the deficiency during the additional compliance period. Following a transfer to The Nasdaq Capital Market, under Nasdaq Listing Rules, the Company may be eligible for an additional 180 calendar day compliance period. The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since inception, including a net loss of $13.5 million for the six months ended June 30, 2020. As of June 30, 2020, the Company had an accumulated deficit of $137.4 million. The Company expects to continue to generate operating losses in the foreseeable future. As of the issuance date of the interim condensed consolidated financial statements, the Company expects that its cash and cash equivalents, including the $104.4 million the Company received on July 9, 2020 from the Series A Preferred Stock private placement, will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from issuance of the financial statements. The Company expects that it will continue to incur significant expenses in connection with its ongoing business activities. The Company will need to seek additional funding through equity offerings, debt financings, collaborations, licensing arrangements and other marketing and distribution arrangements, partnerships, joint ventures, combinations or divestitures of one or more of its businesses. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborative arrangements or divest its assets. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. Arrangements with collaborators or others may require the Company to relinquish rights to certain of its technologies or product candidates. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The consolidated balance sheet at December 31, 2019 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of June 30, 2020 and for the three and six months ended June 30, 2020 and 2019 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K Principles of Consolidation The accompanying condensed consolidated financial statements include those of the Company and its wholly-owned subsidiary, Mono, Inc. All intercompany balances and transactions have been eliminated. Risks and Uncertainties - Impact of the COVID-19 Coronavirus The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The virus continues to spread globally, has been declared a pandemic by the World Health Organization and has spread to over 100 countries, including the United States. The impact of this pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. The spread of COVID-19 has caused the Company to modify its business practices, including implementing a work-from-home policy for all employees who are able to perform their duties remotely and restricting all nonessential travel, and it expects to continue to take actions as may be required or recommended by government authorities or as the Company determines are in the best interests of its employees, the patients it serves and other business partners in light of COVID-19. Potential impacts to the Company’s business include temporary closures of its facilities or those of its vendors, disruptions or restrictions on its employees’ ability to travel, disruptions to or delays in ongoing laboratory experiments and operations and the potential diversion of healthcare resources away from the conduct of clinical trials to focus on pandemic concerns, and its ability to raise capital. As of June 30, 2020, there have been no material impacts to the Company. As the impacts of COVID-19 continue to unfold, the Company will continually assess the impacts, as the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity or results of operations in the future is uncertain. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. The extent to which the COVID-19 pandemic may directly or indirectly impact its business, financial condition, and results of operations is highly uncertain and subject to change. The Company considered the potential impact of the COVID-19 pandemic on its estimates and assumptions and there is not a material impact to its condensed consolidated financial statements as of and for the three and six months ended June 30, 2020; however, actual results could differ from those estimates and there may be changes to its estimates in future periods. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 , Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes |
Marketable Securities and Fair
Marketable Securities and Fair Value of Financial Assets and Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Marketable Securities and Fair Value of Financial Assets and Liabilities | 3. Fair Value of Financial Assets and Liabilities The following tables present information about the Company’s assets that are measured at fair value on a recurring basis (in thousands) Fair Value Measurements at June 30, 2020 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 487 $ — $ 487 $ — $ 487 $ — $ 487 Fair Value Measurements at December 31, 2019 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 485 $ — $ 485 $ — $ 485 $ — $ 485 The Company evaluates transfers between levels at the end of each reporting period. The Company has no financial assets or liabilities that were classified as Level 3 at any point during the three and six months ended June 30, 2020. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 4. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands) June 30, 2020 December 31, 2019 Accrued employee compensation and benefits $ 1,033 $ 2,500 Accrued external research and development expense 3,806 2,987 Accrued external manufacturing costs 133 750 Other 655 894 $ 5,627 $ 7,131 |
Collaboration Agreement
Collaboration Agreement | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration Agreement | 5. Collaboration Agreement In June 2015, the Company entered into a Collaboration Agreement with Seattle Genetics (the “Collaboration Agreement”). Pursuant to the terms of the Collaboration Agreement, the Company and Seattle Genetics agreed to jointly develop two product candidates incorporating its ACTR platform and Seattle Genetics’ antibodies. Under the Collaboration Agreement, the Company conducts preclinical research and clinical development activities related to the two specified product candidates through Phase 1 clinical development, and Seattle Genetics provides the funding for those activities. Seattle Genetics will continue development activities of the two specified product candidates in collaboration with the Company unless it exercises one of its two options to opt-out from further development and commercialization activities for each of the two product candidates during specified periods subsequent to Phase 1 clinical development. In addition, the Company has an option to opt-out from further development and commercialization activities for each of the two product candidates, exercisable during a specified period subsequent to Phase 2 clinical development. If neither party exercises its options to opt-out from further development and commercialization activities for each product candidate, the parties will work together to co-develop and fund each product candidate after Phase 1 clinical development and Seattle Genetics will pay the Company specified collaboration and milestone payments upon the occurrence of specified events related to each product candidate of up to an aggregate of $400.0 million across the two active product candidates, consisting of $100.0 million of aggregate collaboration payments, $100.0 million of aggregate regulatory milestone payments and $200.0 million of aggregate commercial milestone payments. The individual collaboration payments are payable upon the occurrence of specified clinical development events and range up to $30.0 million per product candidate. The individual regulatory milestone payments are payable upon the first regulatory approval of each product in the United States and the first regulatory approval of each product in specified territories outside the United States and range up to $35.0 million per product. The individual commercial milestone payments are payable upon the achievement of specified aggregate annual net sales for each product and range up to $60.0 million per product. Through December 31, 2019, no milestones had been achieved or paid. On January 16, 2020, the Company and Seattle Genetics entered into an agreement to terminate the Collaboration Agreement (the “Termination Agreement”) effective as of January 16, 2020 (the “Termination Effective Date”), pursuant to which the Parties will cease all research, development, manufacturing and other exploitations of any and all research candidates and development candidates under the Collaboration Agreement, including, without limitation, the development candidate ACTR-BCMA and a research candidate. Pursuant to terms of the Termination Agreement, among other things, (i) Seattle Genetics paid the Company $5.75 million, (ii) Seattle Genetics surrendered, assigned and transferred to the Company all of its right, title and interest in the 831,847 shares of the Company’s common stock owned by Seattle Genetics, (iii) the Company will continue to pay all expenses for the wind-down of the ACTR-BCMA trial and (iv) Seattle Genetics paid all research and development costs incurred through the Termination Effective Date. In addition, the exclusivity provisions in the Collaboration Agreement terminate and each party will be free to research, develop and commercialize its individual intellectual property either by themselves or with third parties, subject to the intellectual property rights of the other party. In considering all facts, including the suspension of the ATTCK-17-01 clinical trial as announced in November 2019 and the expected termination of the Collaboration Agreement in January 2020, as of December 31, 2019, the Company adjusted the estimated transaction price to be the $25.0 million upfront payment from 2015 and the total payments to be earned for preclinical research and clinical development activities through the Termination Date. During the six months ended June 30, 2020, the Company adjusted the transaction price to include the Termination Payment of $5.75 million as well as the aggregate fair value of $0.8 million as of January 16, 2020 of the 831,847 shares of common stock received. The aggregate fair value of common stock received has been included as a noncash adjustment to reconcile net loss to net cash used in operating activities within the condensed consolidated statement of cash flows. The Company also adjusted the costs to complete the remaining performance obligations to represent its best estimate as of June 30, 2020. Under the Collaboration Agreement and Termination Agreement, the Company recognized revenue of $0.5 million and $3.1 million for the three months ended June 30, 2020 and 2019, respectively, and $7.6 million and $6.2 million for the six months ended June 30, 2020 and 2019. As of June 30, 2020 and December 31, 2019, deferred revenue of $0.3 million and $1.3 million, respectively, was recorded related to these agreements. As of June 30, 2020, the aggregate amount of the transaction price allocated to the remaining performance obligation for clinical development activities related to closing the study is estimated to be approximately $0.3 million, which is expected to be recognized as revenue through fiscal 2020. |
Loan and Security Agreement
Loan and Security Agreement | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreement | 6. Loan and Security Agreement The Company has a loan and security agreement (the “Loan Agreement”) with Pacific Western Bank (“PWB”), entered into in 2017, which provided for term loan borrowings of up to $15.0 million through January 19, 2019. Borrowings under the Loan Agreement bear interest at a variable annual rate equal to the greater of (i) the prime rate plus 0.25% or (ii) 3.75%, and were payable over an interest-only period until January 19, 2019, followed by a 24-month period of equal monthly payments of principal and interest. All amounts outstanding as of the maturity date of January 19, 2021 become immediately due and payable. In January 2019, the Company amended the Loan Agreement to extend the available date for borrowings from January 19, 2019 to June 30, 2019 and extend the interest only period from January 19, 2019 to June 30, 2020, with the possibility of further extension to March 31, 2021 if certain equity financing considerations are met. Additionally, the loan repayment period will be over a 24-month period following the end of the interest-only period. In June 2019, the Company further amended the Loan Agreement to extend the available date for borrowings from June 30, 2019 to June 30, 2020. On July 31, 2019, the Company amended the Loan Agreement In connection with the Loan Agreement, the Company agreed to enter into warrant agreements with PWB pursuant to which warrants will be issued to purchase a number of shares of the Company’s capital stock equal to 1% of the amount of each term loan borrowing under the Loan Agreement, divided by the applicable exercise price. Potential borrowings under the Loan Agreement are collateralized by substantially all of the Company’s assets, except for its intellectual property. Under the Loan Agreement, the Company has agreed to affirmative and negative covenants to which it will remain subject until maturity. These covenants include limitations on the Company’s ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. There are no financial covenants associated with the Loan Agreement. Events of default under the Loan Agreement include failure to make payments when due, insolvency events, failure to comply with covenants and material adverse effects with respect to the Company. No amounts have been borrowed as term loans under the Loan Agreement as of June 30, 2020 and the Loan Agreement expired on June 30, 2020. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation 2018 Stock Option and Incentive Plan The Company’s 2018 Stock Option and Incentive Plan, (the “2018 Plan”), which became effective on March 27, 2018 provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights. The number of shares initially reserved for issuance under the 2018 Plan was 2,800,721. Additionally, the shares of common stock that remained available for issuance under the previously outstanding 2015 Stock Incentive Plan (the “2015 Plan”) became available under the 2018 Plan. The number of shares reserved for the 2018 Plan automatically increase on each January 1 by 4% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or a lesser number of shares determined by the Company’s board of directors. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2018 Plan or the 2015 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 1,226,500 shares effective as of January 1, 2020. As of June 30, 2020, 4,254,405 shares remained available for future issuance under the 2018 Plan. 2018 Employee Stock Purchase Plan The Company’s 2018 Employee Stock Purchase Plan (the “ESPP”) became effective on March 28, 2018 at which time a total of 314,000 shares of common stock were reserved for issuance. In addition, the number of shares of common stock that may be issued under the ESPP automatically increase on each January 1 through January 1, 2027, by the least of (i) 500,000 shares of common stock, (ii) 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or (iii) such lesser number of shares as determined by the ESPP administrator. The number of authorized shares reserved for issuance under the ESPP was increased by 306,631 shares effective as of January 1, 2020. The first six month offering period was initiated on July 1, 2019. As of June 30, 2020, 57,011 shares have been issued under the ESPP and 864,200 shares remain available for issuance. Stock Option Issuances During the six months ended June 30, 2020, the Company granted service-based options to participants for the purchase of 4,491,663 shares of common stock with a weighted average exercise price of $0.59 per share and a weighted average grant-date fair value of $0.46 per share. Stock-Based Compensation The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Research and development expenses $ 466 $ 588 $ 703 $ 1,187 General and administrative expenses 404 297 936 424 Total $ 870 $ 885 $ 1,639 $ 1,611 On April 8, 2020, the Company launched a tender offer to certain employee optionholders, subject to specified conditions, to exchange some or all of their outstanding options to purchase shares of common stock, par value $0.001 per share, for equivalent number of new options to purchase shares of the Company’s common stock. Pursuant to the exchange offer, all eligible employees elected to exchange outstanding options, and the Company accepted for cancellation options to purchase an aggregate of 2,169,674 shares of the Company’s common stock. On May 7, 2020, immediately following the expiration of the exchange offer, the Company granted new options to purchase 2,169,674 shares of common stock, pursuant to the terms of the exchange offer and the Company’s 2018 Plan. As a result, the exercise price was determined to be $0.42, the fair value of the Company’s closing stock price on the grant date. No other terms of the exchanged stock options were modified, and the stock options will continue to vest according to their original vesting schedules and will retain their original expiration dates. The Company accounted for the exchange offer as an option modification and as a result, recorded $0.2 million in incremental stock-based compensation expense during the three and six months ended June 30, 2020. As of June 30, 2020, total unrecognized compensation cost related to the unvested stock-based awards was $2.8 million, of which $1.7 million is expected to be recognized in the quarter ending September 30, 2020 in connection with the Kiq acquisition as described in Note 12 (Subsequent Events). The remaining is to be recognized over a weighted average period of 1.9 years. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies License Agreement Under its license agreement with National University of Singapore and St. Jude Children’s Research Hospital, Inc. (collectively the “Licensors”) entered into in 2014, the Company is obligated to pay license maintenance fees on each anniversary of the effective date of the agreement that escalate from less than $0.1 million for each of the first seven years to $0.1 million on the eighth anniversary and each year thereafter. The Company is also obligated to make aggregate milestone payments of up to 5.5 million Singapore dollars (equivalent to approximately $3.9 million as of June 30, 2020) upon the achievement of specified clinical and regulatory milestones and to pay tiered royalties ranging in the low single-digit percentages on annual net sales of licensed products sold by the Company or its sublicensees. The royalties are payable on a product-by-product and country-by-country basis and may be reduced in specified circumstances. Additionally, under certain circumstances, the Company is obligated to pay the Licensors a percentage of amounts received from sublicensees. The license agreement will expire on a country-by-country basis until the last to expire of the patents and patent applications covering such licensed product or service. The Licensors may terminate the license agreement within 60 days after written notice in the event of a breach of contract. The Licensors may also terminate the agreement upon written notice in the event of the Company’s bankruptcy, liquidation, or insolvency. In addition, the Company has the right to terminate this agreement in its entirety at will upon 90 days’ advance written notice to the Licensors. However, if the Company has commenced the commercialization of licensed products, the Company can only terminate at will if it ceases all development and commercialization of licensed products. As of June 30, 2020, no milestones had been met. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of June 30, 2020 or its consolidated financial statements as of December 31, 2019. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9. Net Loss Per Share Basic and diluted net loss per common share was calculated as follows (in thousands, except share and per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Numerator: Net loss $ (7,393 ) $ (10,516 ) $ (13,487 ) $ (22,207 ) Denominator: Weighted average common shares outstanding, basic and diluted 31,109,950 30,505,773 30,623,350 30,295,557 Net loss per common share, basic and diluted $ (0.24 ) $ (0.34 ) $ (0.44 ) $ (0.73 ) The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive and would result in a reduction to net loss per share. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated above because including them would have had an anti-dilutive effect: June 30, 2020 2019 Stock options to purchase common stock 3,156,113 4,685,428 Unvested restricted common stock units 321,596 — 3,477,709 4,685,428 |
Retirement Plan
Retirement Plan | 6 Months Ended |
Jun. 30, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | 10. Retirement Plan The Company has a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. As currently established, the Company is not required to make and to date has not made any contributions to the 401(k) Plan. The Company did not make any matching contributions during the three and six months ended June 30, 2020 and 2019. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | 11. Restructuring On March 2, 2020, the Company announced the board of directors approved plans to reduce workforce and prioritize resources towards advancing the Company’s preclinical program, BOXR1030, for the treatment of solid tumor cancers. As a result, the Company reduced its headcount by approximately 60% during the six months ended June 30, 2020. The Company recognized restructuring expenses consisting of one-time severance payments and other employee related costs of $0.1 million and $1.8 million during the three and six months ended June 30, 2020. Cash payments for employee related restructuring charges of $1.8 million were paid as of June 30, 2020. The Company recorded these restructuring charges based on each employee’s role to the respective research and development and general and administrative operating expense categories of $1.1 million and $0.7 million, respectively, on its condensed consolidated statements of operations and comprehensive loss. A summary of the charges related to the restructuring activities as of June 30, 2020 is as follows (in thousands) Balance at Balance at December 31, 2019 Charges Less: Payments June 30, 2020 Severance, benefits and relates costs $ — $ 1,843 $ (1,818 ) $ 25 Total $ — $ 1,843 $ (1,818 ) $ 25 These amounts are included in accounts payable, accrued expenses and other current liabilities in the June 30, 2020 condensed consolidated balance sheet. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On July 6, 2020, the Company completed its asset acquisition of Kiq, in accordance with the terms of the Agreement and Plan of Merger, signed and closed on July 6, 2020 (the “Merger Agreement”). Under the terms of the Merger Agreement, at the closing of the Merger, the Company issued the securityholders of Kiq 6,235,903 shares of the common stock and 44,687 shares of Series A non-voting convertible Preferred Stock (“Series A Preferred Stock”). The Series A Preferred Stock is non-voting and is contingently convertible to common stock subject to stockholder approval. Following stockholder approval, each share of Series A Preferred Stock is convertible into 1,000 shares of common stock at any time at the option of the holder thereof, subject to certain limitations. The estimated consideration for the transaction was approximately $44 million. The Company concluded to account for this purchase as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, the license rights. The Company has agreed to hold a stockholders’ meeting to submit the approval of the conversion of the Series A Preferred Stock into shares of common stock, the approval of an amendment to the certificate of incorporation of the Company to authorize sufficient shares of Common Stock for the conversion of the Series A Preferred Stock issued and the approval of a reverse stock split of all outstanding shares of common stock for the purpose of maintaining compliance with Nasdaq listing standards. In connection with the Kiq merger, on July 9, 2020, the Company also completed a private placement of 118,638 Series A Preferred Stock to new and existing investors in exchange gross proceeds of $104.4 million. In connection with the transactions, a non-transferrable contingent value right (a "CVR") will be distributed to Unum stockholders of record as of the close of business on July 6, 2020, and prior to the issuance of any shares to Kiq or the PIPE investors. Holders of the CVR will be entitled to receive certain stock and/or cash payments from proceeds received by the Company, if any, related to the disposition of its legacy cell therapy assets for a period of three years following the closing of the transaction. The CVR is expected to be distributed to eligible stockholders approximately 30 days from the closing of the Kiq acquisition. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The consolidated balance sheet at December 31, 2019 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of June 30, 2020 and for the three and six months ended June 30, 2020 and 2019 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include those of the Company and its wholly-owned subsidiary, Mono, Inc. All intercompany balances and transactions have been eliminated. |
Risks and Uncertainties - Impact of the COVID-19 Coronavirus | Risks and Uncertainties - Impact of the COVID-19 Coronavirus The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The virus continues to spread globally, has been declared a pandemic by the World Health Organization and has spread to over 100 countries, including the United States. The impact of this pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. The spread of COVID-19 has caused the Company to modify its business practices, including implementing a work-from-home policy for all employees who are able to perform their duties remotely and restricting all nonessential travel, and it expects to continue to take actions as may be required or recommended by government authorities or as the Company determines are in the best interests of its employees, the patients it serves and other business partners in light of COVID-19. Potential impacts to the Company’s business include temporary closures of its facilities or those of its vendors, disruptions or restrictions on its employees’ ability to travel, disruptions to or delays in ongoing laboratory experiments and operations and the potential diversion of healthcare resources away from the conduct of clinical trials to focus on pandemic concerns, and its ability to raise capital. As of June 30, 2020, there have been no material impacts to the Company. As the impacts of COVID-19 continue to unfold, the Company will continually assess the impacts, as the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity or results of operations in the future is uncertain. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions, and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. The extent to which the COVID-19 pandemic may directly or indirectly impact its business, financial condition, and results of operations is highly uncertain and subject to change. The Company considered the potential impact of the COVID-19 pandemic on its estimates and assumptions and there is not a material impact to its condensed consolidated financial statements as of and for the three and six months ended June 30, 2020; however, actual results could differ from those estimates and there may be changes to its estimates in future periods. |
Recently Adopted and Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 , Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12 Simplifying the Accounting for Income Taxes |
Marketable Securities and Fai_2
Marketable Securities and Fair Value of Financial Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s assets that are measured at fair value on a recurring basis (in thousands) Fair Value Measurements at June 30, 2020 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 487 $ — $ 487 $ — $ 487 $ — $ 487 Fair Value Measurements at December 31, 2019 Using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ — $ 485 $ — $ 485 $ — $ 485 $ — $ 485 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands) June 30, 2020 December 31, 2019 Accrued employee compensation and benefits $ 1,033 $ 2,500 Accrued external research and development expense 3,806 2,987 Accrued external manufacturing costs 133 750 Other 655 894 $ 5,627 $ 7,131 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Based Compensation Expense | The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive loss (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Research and development expenses $ 466 $ 588 $ 703 $ 1,187 General and administrative expenses 404 297 936 424 Total $ 870 $ 885 $ 1,639 $ 1,611 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | Basic and diluted net loss per common share was calculated as follows (in thousands, except share and per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Numerator: Net loss $ (7,393 ) $ (10,516 ) $ (13,487 ) $ (22,207 ) Denominator: Weighted average common shares outstanding, basic and diluted 31,109,950 30,505,773 30,623,350 30,295,557 Net loss per common share, basic and diluted $ (0.24 ) $ (0.34 ) $ (0.44 ) $ (0.73 ) |
Summary of Potential Dilutive Securities | The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive and would result in a reduction to net loss per share. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated above because including them would have had an anti-dilutive effect: June 30, 2020 2019 Stock options to purchase common stock 3,156,113 4,685,428 Unvested restricted common stock units 321,596 — 3,477,709 4,685,428 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring And Related Activities [Abstract] | |
Summary of Charges Related to Restructuring Activities | A summary of the charges related to the restructuring activities as of June 30, 2020 is as follows (in thousands) Balance at Balance at December 31, 2019 Charges Less: Payments June 30, 2020 Severance, benefits and relates costs $ — $ 1,843 $ (1,818 ) $ 25 Total $ — $ 1,843 $ (1,818 ) $ 25 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jul. 09, 2020USD ($)shares | Jul. 06, 2020shares | Jun. 09, 2020 | Mar. 02, 2020Employee | Apr. 01, 2019USD ($) | Jun. 30, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2020USD ($)shares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Mar. 19, 2020shares |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Employee workforce, termination percentage | 60.00% | 60.00% | |||||||||||
Number of employees expected to be terminated | Employee | 43 | ||||||||||||
Common stock, Shares authorized | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||||
Common stock, Shares issued | 31,161,941 | 31,161,941 | 30,663,054 | ||||||||||
Deficiency letter from listing qualifications department notifying period | 30 days | ||||||||||||
Minimum bid price of common stock | $ / shares | $ 1 | ||||||||||||
Initial period to regain compliance with minimum bid price rule | 180 days | ||||||||||||
Additional period to regain compliance with minimum bid price rule | 180 days | ||||||||||||
Net loss | $ | $ (7,393) | $ (6,094) | $ (10,516) | $ (11,691) | $ (13,487) | $ (22,207) | |||||||
Accumulated deficit | $ | $ (137,379) | $ (137,379) | $ (123,892) | ||||||||||
Kiq LLC [Member] | Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Shares of common stock issued and sold | 44,687 | ||||||||||||
Gross proceeds from private placement | $ | $ 104,400 | ||||||||||||
Kiq LLC [Member] | Series A Preferred Stock [Member] | Private Placement [Member] | Subsequent Event [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Shares of common stock issued and sold | 118,638 | ||||||||||||
Common Stock [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Shares of common stock issued and sold | 726,382 | ||||||||||||
Reverse stock split description | 1-for-5 to 1-for-10 | ||||||||||||
Common Stock [Member] | Kiq LLC [Member] | Subsequent Event [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Shares of common stock issued and sold | 6,235,903 | ||||||||||||
Cowen [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Shares of common stock issued and sold | 0 | ||||||||||||
Lincoln Park Capital Fund [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Common stock, Shares authorized | 25,000,000 | ||||||||||||
Common stock, Shares issued | 0 | 0 | 726,382 | ||||||||||
Maximum [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Proceeds from issuance of equity and debt financing | $ | $ 150,000 | ||||||||||||
Maximum [Member] | Common Stock [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Reverse stock split ratio | 0.1 | ||||||||||||
Maximum [Member] | Cowen [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Stock offering cost | $ | $ 50,000 | ||||||||||||
Minimum [Member] | Common Stock [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||
Reverse stock split ratio | 0.2 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | Jun. 30, 2020 |
Accounting Standards Update 2016-13 [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Accounting Standards Update 2018-18 [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Accounting Standards Update 2018-13 [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Marketable Securities and Fai_3
Marketable Securities and Fair Value of Financial Assets and Liabilities - Schedule of Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Measured at Fair Value on Recurring Basis | $ 487 | $ 485 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Measured at Fair Value on Recurring Basis | 487 | 485 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents Measured at Fair Value on Recurring Basis | 487 | 485 |
Money Market Funds [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents Measured at Fair Value on Recurring Basis | $ 487 | $ 485 |
Marketable Securities and Fai_4
Marketable Securities and Fair Value of Financial Assets and Liabilities - Additional Information (Detail) | Jun. 30, 2020USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Abstract] | |
Fair value asset, transfers involving Level 3, amount | $ 0 |
Fair value liability, transfers involving Level 3, amount | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 1,033 | $ 2,500 |
Accrued external research and development expense | 3,806 | 2,987 |
Accrued external manufacturing costs | 133 | 750 |
Other | 655 | 894 |
Total | $ 5,627 | $ 7,131 |
Collaboration Agreement - Addit
Collaboration Agreement - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 16, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Revenue related to research and clinical development activities | $ 528 | $ 3,138 | $ 7,559 | $ 6,191 | ||
Seattle Genetics [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Collaborative arrangement consideration received upon termination agreement | $ 5,750 | |||||
Collaborative arrangement common stock surrender | 831,847 | |||||
Collaborative arrangement fair value of common stock surrender | $ 800 | |||||
Revenue related to research and clinical development activities | 500 | $ 3,100 | 7,600 | $ 6,200 | ||
Deferred revenue | 300 | 300 | $ 1,300 | |||
Remaining performance obligation related to two product candidates | $ 300 | 300 | ||||
Preclinical Research And Clinical Development [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Collaborative arrangement upfront payment recognized | $ 25,000 | |||||
Collaborative Arrangement [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Future collaboration and milestone payments | 100,000 | |||||
Regulatory Milestone Payments [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Future collaboration and milestone payments | 100,000 | |||||
Commercial Milestone Payments [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Future collaboration and milestone payments | 200,000 | |||||
Maximum [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Future collaboration and milestone payments | 400,000 | |||||
Maximum [Member] | Collaborative Arrangement [Member] | Clinical Development Events [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Future collaboration and milestone payments | 30,000 | |||||
Maximum [Member] | Regulatory Milestone Payments [Member] | First Regulatory Approval [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Future collaboration and milestone payments | 35,000 | |||||
Maximum [Member] | Commercial Milestone Payments [Member] | Annual Net Sales Achievement [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Future collaboration and milestone payments | $ 60,000 |
Loan and Security Agreement - A
Loan and Security Agreement - Additional Information (Detail) - Loan and Security Agreement [Member] - Pacific Western Bank [Member] | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Debt Instrument [Line Items] | |
Warrant to be issued to purchase number of shares capital stock equal to the amount of each term loan borrowing percentage | 1.00% |
Term Loan [Member] | |
Debt Instrument [Line Items] | |
Maximum term loan borrowings | $ 15,000,000 |
Interest rate during period | 3.75% |
Term loan payment terms | The Company has a loan and security agreement (the “Loan Agreement”) with Pacific Western Bank (“PWB”), entered into in 2017, which provided for term loan borrowings of up to $15.0 million through January 19, 2019. Borrowings under the Loan Agreement bear interest at a variable annual rate equal to the greater of (i) the prime rate plus 0.25% or (ii) 3.75%, and were payable over an interest-only period until January 19, 2019, followed by a 24-month period of equal monthly payments of principal and interest. All amounts outstanding as of the maturity date of January 19, 2021 become immediately due and payable. In January 2019, the Company amended the Loan Agreement to extend the available date for borrowings from January 19, 2019 to June 30, 2019 and extend the interest only period from January 19, 2019 to June 30, 2020, with the possibility of further extension to March 31, 2021 if certain equity financing considerations are met. Additionally, the loan repayment period will be over a 24-month period following the end of the interest-only period. In June 2019, the Company further amended the Loan Agreement to extend the available date for borrowings from June 30, 2019 to June 30, 2020. On July 31, 2019, the Company amended the Loan Agreement to provide for changes to the primary depository requirements with PWB. |
Outstanding amount maturity date | Jan. 19, 2021 |
Term of loan | 24 months |
Term loan frequency of periodic payment | monthly |
Term loans borrowed | $ 0 |
Term Loan [Member] | Prime Rate [Member] | |
Debt Instrument [Line Items] | |
Annual variable interest rate | 0.25% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | May 07, 2020 | Jan. 01, 2020 | Mar. 28, 2018 | Mar. 27, 2018 | Jun. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Apr. 08, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock share issued | 31,161,941 | 31,161,941 | 30,663,054 | ||||||
Common stock, Par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Service Based Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Option grants | 4,491,663 | ||||||||
Weighted average exercise price | $ 0.59 | ||||||||
Weighted average grant date fair value | $ 0.46 | ||||||||
Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of increases in authorized shares | 2,169,674 | ||||||||
Common stock, Par value | $ 0.001 | ||||||||
Compensation cost related to incremental fair value of stock based awards | $ 0.2 | $ 0.2 | |||||||
Exercise price | $ 0.42 | ||||||||
Unrecognized compensation cost | $ 2.8 | $ 2.8 | |||||||
Unrecognized compensation expenses, recognition period | 1 year 10 months 24 days | ||||||||
Stock Option [Member] | Forecast | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation cost | $ 1.7 | ||||||||
2018 Stock Option and Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of increases in authorized shares | 2,800,721 | ||||||||
Percentage applied to the outstanding shares as annual increase in the number of shares authorized for issuance | 4.00% | ||||||||
Increased in authorized shares reserved for issuance | 1,226,500 | ||||||||
Shares available for future issuance | 4,254,405 | 4,254,405 | |||||||
2018 Employee Stock Purchase Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Increased in authorized shares reserved for issuance | 306,631 | ||||||||
Shares available for future issuance | 864,200 | 864,200 | |||||||
Shares reserved for future issuance | 314,000 | ||||||||
Common stock share issued | 57,011 | 57,011 | |||||||
2018 Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of increases in authorized shares | 500,000 | ||||||||
Percentage of shares of common stock available for issuance | 1.00% | ||||||||
Exchange Offer and 2018 Stock Option and Incentive Plan [Member] | Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Option grants | 2,169,674 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share based compensation expense | $ 870 | $ 885 | $ 1,639 | $ 1,611 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share based compensation expense | 466 | 588 | 703 | 1,187 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share based compensation expense | $ 404 | $ 297 | $ 936 | $ 424 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - 6 months ended Jun. 30, 2020 - License Agreement [Member] | USD ($) | SGD ($) |
Commitments And Contingencies Disclosure [Line Items] | ||
License agreement expiration terms | The license agreement will expire on a country-by-country basis until the last to expire of the patents and patent applications covering such licensed product or service. The Licensors may terminate the license agreement within 60 days after written notice in the event of a breach of contract. The Licensors may also terminate the agreement upon written notice in the event of the Company’s bankruptcy, liquidation, or insolvency. In addition, the Company has the right to terminate this agreement in its entirety at will upon 90 days’ advance written notice to the Licensors. However, if the Company has commenced the commercialization of licensed products, the Company can only terminate at will if it ceases all development and commercialization of licensed products. As of June 30, 2020, no milestones had been met. | |
Eighth Year Anniversary and Thereafter [Member] | ||
Commitments And Contingencies Disclosure [Line Items] | ||
License maintenance fees | $ 100,000 | |
Maximum [Member] | ||
Commitments And Contingencies Disclosure [Line Items] | ||
Contingent contractual obligation | 3,900,000 | $ 5,500,000 |
Maximum [Member] | First Seven Year Anniversary [Member] | ||
Commitments And Contingencies Disclosure [Line Items] | ||
License maintenance fees | $ 100,000 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (7,393) | $ (6,094) | $ (10,516) | $ (11,691) | $ (13,487) | $ (22,207) |
Weighted average common shares outstanding, basic and diluted | 31,109,950 | 30,505,773 | 30,623,350 | 30,295,557 | ||
Net loss per common share, basic and diluted | $ (0.24) | $ (0.34) | $ (0.44) | $ (0.73) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potential Dilutive Securities (Detail) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 3,477,709 | 4,685,428 |
Unvested Restricted Common Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 321,596 | |
Stock Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential dilutive securities excluded from computation of diluted net loss per common share | 3,156,113 | 4,685,428 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Compensation And Retirement Disclosure [Abstract] | ||||
Defined contribution plan, matching amount | $ 0 | $ 0 | $ 0 | $ 0 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 02, 2020 | Jun. 30, 2020 | Jun. 30, 2020 |
Restructuring Cost And Reserve [Line Items] | |||
Employee workforce, termination percentage | 60.00% | 60.00% | |
Severance and employee termination related costs | $ 100 | $ 1,800 | |
Cash payments for employee related restructuring charges | 1,818 | ||
Research and Development Expense [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Severance and employee termination related costs | 1,100 | ||
General and Administrative Expense [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Severance and employee termination related costs | $ 700 |
Restructuring - Summary of Char
Restructuring - Summary of Charges Related to Restructuring Activities (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Charges | $ 1,843 |
Less: Payments | (1,818) |
Restructuring, ending balance | 25 |
Severance Benefits and Related Costs [Member] | |
Restructuring Cost And Reserve [Line Items] | |
Charges | 1,843 |
Less: Payments | (1,818) |
Restructuring, ending balance | $ 25 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Jul. 09, 2020 | Jul. 06, 2020 | Mar. 31, 2020 |
Kiq LLC [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Transaction consideration | $ 44 | ||
Kiq LLC [Member] | Series A Preferred Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued | 44,687 | ||
Convertible preferred stock, common stock issuable upon conversion | 1,000 | ||
Gross proceeds from private placement | $ 104.4 | ||
Kiq LLC [Member] | Series A Preferred Stock [Member] | Subsequent Event [Member] | Private Placement [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued | 118,638 | ||
Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued | 726,382 | ||
Common Stock [Member] | Kiq LLC [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Shares issued | 6,235,903 |