Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 06, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | GBT | ||
Entity Registrant Name | Global Blood Therapeutics, Inc. | ||
Entity Central Index Key | 1,629,137 | ||
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 | 43,534,173 | ||
Entity Public Float | $ 322,085,543 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 92,072 | $ 148,502 |
Short-term marketable securities | 55,202 | |
Prepaid expenses | 1,983 | 1,222 |
Other assets, current | 512 | |
Total current assets | 149,769 | 149,724 |
Property and equipment, net | 2,420 | 2,114 |
Long-term marketable securities | 50,058 | |
Restricted cash | 140 | 140 |
Total assets | 202,387 | 151,978 |
Current liabilities: | ||
Accounts payable | 4,320 | 3,254 |
Accrued liabilities | 5,319 | 3,411 |
Accrued compensation | 4,967 | 2,242 |
Other liabilities, current | 909 | 720 |
Total current liabilities | 15,515 | 9,627 |
Other liabilities, noncurrent | 563 | 1,556 |
Total liabilities | 16,078 | 11,183 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized at December 31, 2016 and 2015, respectively, and none issued and outstanding as of December 31, 2016 and 2015. | ||
Common stock, $0.001 par value, 150,000,000 shares authorized at December 31, 2016 and 2015, respectively; 36,638,156 and 29,359,800 shares issued and outstanding at December 31, 2016 and 2015, respectively. | 37 | 29 |
Additional paid-in capital | 367,371 | 239,231 |
Accumulated other comprehensive loss | (166) | |
Accumulated deficit | (180,933) | (98,465) |
Total stockholders' equity | 186,309 | 140,795 |
Total liabilities and stockholders' equity | $ 202,387 | $ 151,978 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 36,638,156 | 29,359,800 |
Common stock, shares outstanding | 36,638,156 | 29,359,800 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses: | |||
Research and development | $ 61,212 | $ 36,657 | $ 16,324 |
General and administrative | 21,915 | 9,671 | 3,855 |
Related party expenses | 65 | 332 | |
Total operating expenses | 83,127 | 46,393 | 20,511 |
Loss from operations | (83,127) | (46,393) | (20,511) |
Change in fair value of Series A redeemable convertible preferred stock liability | (297) | ||
Interest and other income, net | 659 | 33 | 1 |
Net loss | (82,468) | (46,360) | (20,807) |
Other comprehensive loss: | |||
Net unrealized loss on marketable securities, net of tax | (166) | ||
Comprehensive loss | (82,634) | (46,360) | (20,807) |
Net loss attributable to common stockholders | $ (82,468) | $ (50,540) | $ (23,772) |
Net loss per share attributable to common stockholders, basic and diluted | $ (2.48) | $ (3.95) | $ (14.20) |
Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted | 33,207,382 | 12,806,697 | 1,673,919 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Series A Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2013 | $ 28,225 | ||||||
Beginning Balance, Shares at Dec. 31, 2013 | 28,913,168 | ||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 20,591 | $ 47,854 | |||||
Issuance of stock (in shares) | 21,000,000 | 19,200,000 | |||||
Settlement of fair value of Series A redeemable convertible preferred stock liability | $ 2,526 | ||||||
Accretion of redeemable convertible preferred stock to redemption value | 2,965 | ||||||
Ending Balance at Dec. 31, 2014 | $ 102,161 | ||||||
Ending Balance, Shares at Dec. 31, 2014 | 69,113,168 | ||||||
Beginning Balance at Dec. 31, 2013 | $ (25,974) | $ 1 | $ 2,072 | $ (28,047) | |||
Beginning Balance, Shares at Dec. 31, 2013 | 1,388,089 | ||||||
Accretion of redeemable convertible preferred stock to redemption value | (2,965) | (2,491) | (474) | ||||
Vesting of restricted stock purchase | 21 | $ 1 | 20 | ||||
Vesting of restricted stock purchase, Shares | 411,333 | ||||||
Issuance of common stock upon exercise of stock options | 49 | 49 | |||||
Common stock issued on exercise of stock options, Shares | 155,066 | ||||||
Stock-based compensation expense | 350 | 350 | |||||
Net loss | (20,807) | (20,807) | |||||
Ending Balance at Dec. 31, 2014 | (49,326) | $ 2 | (49,328) | ||||
Ending Balance, Shares at Dec. 31, 2014 | 1,954,488 | ||||||
Accretion of redeemable convertible preferred stock to redemption value | 4,180 | ||||||
Conversion of Series A and B redeemable convertible preferred stock into common stock | $ (106,341) | ||||||
Conversion of Series A and B redeemable convertible preferred stock into common stock (shares) | (69,113,168) | ||||||
Accretion of redeemable convertible preferred stock to redemption value | $ (4,180) | (1,403) | (2,777) | ||||
Vesting of restricted stock purchase | 330 | 330 | |||||
Conversion of Series A and B redeemable convertible preferred stock into common stock | 106,341 | $ 20 | 106,321 | ||||
Vesting of restricted stock purchase, Shares | 583,435 | ||||||
Conversion of Series A and B redeemable convertible preferred stock into common stock, Shares | 19,746,614 | ||||||
Issuance of common stock upon initial public offering and equity offering, net of issuance costs | 126,230 | $ 7 | 126,223 | ||||
Issuance of common stock upon initial public offering and equity offering, net of issuance costs, Shares | 6,900,000 | ||||||
Common stock issued for license | 4,492 | 4,492 | |||||
Common stock issued for license, Shares | 85,714 | ||||||
Issuance of common stock upon exercise of stock options | 45 | 45 | |||||
Common stock issued on exercise of stock options, Shares | 89,549 | ||||||
Stock-based compensation expense | 3,223 | 3,223 | |||||
Net loss | (46,360) | (46,360) | |||||
Ending Balance at Dec. 31, 2015 | 140,795 | $ 29 | 239,231 | (98,465) | |||
Ending Balance, Shares at Dec. 31, 2015 | 29,359,800 | ||||||
Vesting of restricted stock purchase | 678 | $ 1 | 677 | ||||
Vesting of restricted stock purchase, Shares | 398,750 | ||||||
Issuance of common stock upon initial public offering and equity offering, net of issuance costs | 116,995 | $ 7 | 116,988 | ||||
Issuance of common stock upon initial public offering and equity offering, net of issuance costs, Shares | 6,667,228 | ||||||
Issuance of common stock upon exercise of stock options | $ 222 | 222 | |||||
Common stock issued on exercise of stock options, Shares | 147,126 | 147,126 | |||||
Issuance of common stock pursuant to ESPP purchases | $ 1,018 | 1,018 | |||||
Issuance of common stock pursuant to ESPP purchases, Shares | 65,252 | ||||||
Stock-based compensation expense | 9,235 | 9,235 | |||||
Net unrealized gain (loss) on marketable securities | (166) | $ (166) | |||||
Net loss | (82,468) | (82,468) | |||||
Ending Balance at Dec. 31, 2016 | $ 186,309 | $ 37 | $ 367,371 | $ (166) | $ (180,933) | ||
Ending Balance, Shares at Dec. 31, 2016 | 36,638,156 |
Consolidated Statements of Red6
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Series A Redeemable Convertible Preferred Stock [Member] | |
Stock issuance costs | $ 16 |
Series B Redeemable Convertible Preferred Stock [Member] | |
Stock issuance costs | 146 |
Series A Redeemable Convertible Preferred Stock Derivative Liability [Member] | |
Derivative liability | $ 393 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (82,468) | $ (46,360) | $ (20,807) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,235 | 873 | 666 |
Loss on disposal of fixed assets | 33 | ||
Remeasurement of Series A redeemable convertible preferred stock liability | 297 | ||
Stock-based compensation | 9,235 | 3,223 | 350 |
Fair value of stock issued for license | 4,492 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | (761) | (87) | (753) |
Other assets, current | (512) | 22 | (323) |
Accounts payable | 1,066 | 2,705 | (304) |
Payable due to related party | (14) | (115) | |
Accrued liabilities | 1,794 | 2,834 | 599 |
Accrued compensation | 2,725 | 1,395 | 271 |
Other liabilities, current | 23 | 19 | 17 |
Other liabilities, noncurrent | (60) | (25) | (19) |
Net cash used in operating activities | (67,723) | (30,890) | (20,121) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (1,352) | (993) | (323) |
Purchases of marketable securities | (105,500) | ||
Increase in restricted cash | (60) | ||
Net cash used in investing activities | (106,852) | (993) | (383) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock, net of issuance costs | 116,995 | 126,230 | |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 68,838 | ||
Proceeds from sale of restricted stock | 2,108 | 408 | |
Repurchases of unvested restricted stock purchases | (90) | (67) | |
Proceeds from issuance of common stock in settlement of employee stock purchase plan and exercise of stock options | 1,240 | 45 | 49 |
Net cash provided by financing activities | 118,145 | 128,316 | 69,295 |
Net increase (decrease) in cash and cash equivalents | (56,430) | 96,433 | 48,791 |
Cash and cash equivalents at beginning of period | 148,502 | 52,069 | 3,278 |
Cash and cash equivalents at end of period | 92,072 | 148,502 | 52,069 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING INFORMATION: | |||
Remeasurement and settlement of fair value of Series A redeemable convertible preferred stock liability | 2,526 | ||
Accretion of Series A redeemable convertible preferred stock | $ 4,180 | $ 2,965 | |
Accrued purchase of property and equipment | $ 114 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Global Blood Therapeutics Inc. (the “Company”, “we”, “us”, and “our”) was incorporated in Delaware in February 2011 and commenced operations in May 2012. We are a clinical-stage biopharmaceutical company dedicated to discovering, developing and commercializing novel therapeutics to treat grievous blood-based disorders with significant unmet need. Our primary activities have been establishing our facilities, recruiting personnel, conducting development of our product candidates, including clinical trials, and raising capital. Our principal operations are based in South San Francisco, California, and we operate in one segment. Initial Public Offering In August 2015, we closed our initial public offering (“IPO”), at which time we issued 6,900,000 shares of our common stock at a price of $20.00 per share. We received $126.2 million, net of underwriting discounts and commissions, and offering expenses incurred by us. Upon the closing of our IPO, all outstanding shares of our redeemable convertible preferred stock converted by their terms into 19,746,614 shares of common stock. Follow-on Offerings On June 24, 2016, we completed a follow-on offering and issued 6,400,000 shares of common stock at a price of $18.75 per share. In July 2016, we sold an additional 267,228 shares of our common stock directly to the underwriters when they exercised their over-allotment option at the price of $18.75 per share. We received total proceeds of $117.0 million from the offering, net of underwriting costs and commissions, and offering expenses. In February 2017, we completed a follow-on offering and issued an aggregate of 5,867,347 shares of our common stock at a price of $24.50 per share, including 765,306 shares of our common stock sold directly to the underwriters when they exercised their over-allotment option at the price of $24.50 per share. We received total proceeds of approximately $135.6 million from the offering, net of underwriting discounts and commissions, and estimated offering expenses. This amount was not reflected on our consolidated balance sheets as of December 31, 2016. Need for Additional Capital In the course of our development activities, we have sustained operating losses and we expect such losses to continue over the next several years. Our ultimate success depends on the outcome of our research and development activities. As of December 31, 2016, we had an accumulated deficit of $180.9 million. We expect to incur additional losses in the future to conduct product research and development and we anticipate the need to raise additional capital to fully implement our business plan. We intend to raise such capital through the issuance of additional equity, potentially through borrowings, and strategic alliances with partner companies. However, if such financing is not available at adequate levels or when it will be required, we will need to reevaluate our operating plans. We believe that our existing capital resources consisting of cash and cash equivalent and marketable securities will be sufficient to fund our operations for at least the next twelve months from the date of issuance of these financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Reclassification Certain prior year amounts in the consolidated financial statements have been reclassified to conform to the current year’s presentation. The results of the reclassification had no impact on the previously reported net loss or the consolidated statements of cash flows. Use of Estimates The preparation of the accompanying consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of costs and expenses during the reporting period. We base our estimates and assumptions on historical experience when available and on various factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results could differ from these estimates under different assumptions or conditions. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. Segment Reporting We have determined that we operate in a single segment based upon the way the business is organized for making operating decisions and assessing performance. The Company has only one operating segment related to the development of pharmaceutical products. All property and equipment is maintained in the United States. Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents, which consist primarily of amounts invested in money market accounts, are stated at fair value. Concentration of Credit Risk We invest in a variety of financial instruments and, by our policy, limit the amount of credit exposure with any one issuer, industry or geographic area for investments other than instruments backed by the U.S. federal government. Investments in Marketable Securities We invest in marketable securities, primarily money market funds, corporate debt securities, government securities, government agency securities, and certificates of deposits. We classify our marketable securities as available-for-sale securities and report them at fair value in cash equivalents or marketable securities on the consolidated balance sheets with related unrealized gains and losses included within accumulated other comprehensive income (loss) on the consolidated balance sheet. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the consolidated statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in interest and other income (loss). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. We regularly review all of our investments for other-than-temporary declines in estimated fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in estimated fair value of an investment is below the amortized cost basis and the decline is other-than-temporary, we reduce the carrying value of the security and record a loss for the amount of such decline. Fair Value Measurement The carrying amounts of certain financial instruments, including cash equivalents, restricted cash, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, three years for computer equipment and five years for laboratory equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Depreciation and amortization begins at the time the asset is placed in service. Maintenance and repairs are charged as expense in the statements of operations and comprehensive loss as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheet and any resulting gain or loss is reflected in operations. Impairment of Long-Lived Assets We evaluate our long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. There have been no impairments of our long-lived assets for the periods presented. Restricted Cash Restricted cash consists of cash deposits held by our financial institution as collateral for our letter of credit under our facility lease. Accruals of Research and Development Costs We record accruals for estimated costs of research, nonclinical and clinical studies and manufacturing development. These costs are a significant component of our research and development expenses. A substantial portion of our ongoing research and development activities are conducted by third-party service providers, including contract research organizations and contract manufacturing organizations. We accrue the costs incurred under our agreements with these third parties based on actual work completed in accordance with agreements established with these third parties. We determine the actual costs through discussions with internal personnel and external service providers as to the progress or stage of completion of the services and the agreed-upon fee to be paid for such services. We make significant judgments and estimates in determining the accrual balance in each reporting period. As actual costs become known, we adjust our accruals. We have not experienced any material deviations between accrued clinical trial expenses and actual clinical trial expenses. However, actual services performed, number of subjects enrolled, and the rate of subject enrollment may vary from our estimates, resulting in adjustments to clinical trial expense in future periods. Changes in these estimates that result in material changes to our accruals could materially affect our results of operations. Leases We enter into lease agreements for our office and laboratory facilities. These leases are classified as operating leases. Rent expense is recognized on a straight-line basis over the noncancelable term of the lease and, accordingly, we record the difference between cash rent payments and the recognition of rent expense as a deferred rent liability, which is included within other liabilities on the consolidated balance sheet. Incentives granted under our facilities leases, including allowances to fund leasehold improvements, are deferred and are recognized as adjustments to rental expense on a straight-line basis over the noncancelable term of the lease. Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. Our comprehensive income (loss) is comprised of net loss and changes in unrealized gains and losses on our marketable securities. Research and Development Research and development costs are expensed as incurred and consist of salaries and benefits, stock-based compensation expense, lab supplies and facility costs, as well as fees paid to other nonemployees and entities that conduct certain research and development activities on our behalf. Amounts incurred in connection with license agreements are also included in research and development expense. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are capitalized and then expensed as the related goods are delivered or the services are performed. Stock-Based Compensation We measure and recognize stock-based compensation expense, including employee and non-employee equity awards, based on fair value at the grant date. We use the Black-Scholes-Merton option-pricing model to calculate fair value. Stock-based compensation expense recognized in the consolidated statements of operations and comprehensive loss is based on options ultimately expected to vest, taking into consideration estimated forfeitures. Stock-based compensation expense is revised in subsequent periods, if necessary, if actual forfeitures differ from these estimates. When estimating forfeitures, we consider historic voluntary termination behaviors as well as trends of actual option forfeitures. For options granted to nonemployees, we revalue the unearned portion of the stock-based compensation and at each reporting period end the resulting change in fair value is recognized in the consolidated statements of operations and comprehensive loss over the period the related services are rendered. Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to our lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance. We recognize benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. It is our policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Net Loss per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, without consideration of common stock equivalents. The net loss attributable to common stockholders is calculated by adjusting our net loss for the accretion on the redeemable convertible preferred stock. Diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since the effects of potentially dilutive securities are antidilutive given our net loss. Recent Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, companies will have reduced diversity in the timing and content of footnote disclosures than under today’s guidance. ASU 2014-15 is effective for the annual period ending after December 15, 2016. The adoption of ASU 2014-15 did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. We are currently in the process of evaluating the impact the adoption of this new standard will have on our financial position or results of operations. In March 2016, the FASB issued ASU No. 2016-09, Stock Compensation. The new standard simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the consolidated statement of cash flows. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We do not believe the impact of adopting this new standard on our financial position or results of operations will be material. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. The new standard provides guidance on eight specific cash flow classification issues. The standard is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. We believe that the adoption of this new standard will have no impact on our financial position or results of operations and have not elected to early adopt the amendment. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash. The new standard requires that a statement 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. The standard is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. We believe that the adoption of this new standard will have no material impact on our financial position or results of operations and have not elected to early adopt the amendment. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). Our financial instruments consist of cash and cash equivalents, marketable securities, restricted cash, accounts payable and accrued liabilities. Cash and cash equivalents, marketable securities and restricted cash are reported at their respective fair values on our Consolidated Balance Sheets. The remaining financial instruments are reported on our Consolidated Balance Sheets at cost that approximate current fair values due to their relatively short maturities. Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1— Level 2— Level 3— The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2016 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 72,597 $ 72,597 $ — $ — Corporate debt securities 48,531 — 48,531 — U.S. government agency securities 39,712 — 39,712 — Certificates of deposits 19,117 — 19,117 — U.S. government securities 7,999 — 7,999 Total financial assets $ 187,956 $ 72,597 $ 115,359 $ — December 31, 2015 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 148,502 $ 148,502 $ — $ — Total financial assets $ 148,502 $ 148,502 $ — $ — We estimate the fair values of our investments in corporate debt securities, government and government related securities and certificates of deposits by taking into consideration valuations obtained from third-party pricing services. The fair value of our marketable securities classified within Level 2 is based upon observable inputs that may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. At December 31, 2016, the weighted average remaining contractual maturities of our Level 2 investments was less than one year and all of these investments are rated A-1/P-1/F1 or A/A2, or higher by Moody’s, S&P and Fitch. There were no transfers between Level 1 and Level 2 during the periods presented. |
Available-for-Sale Securities
Available-for-Sale Securities | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-Sale Securities | 4. Available-for-Sale Securities Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table is a summary of available-for-sale securities recorded in cash and cash equivalents, restricted cash, or marketable securities in our Consolidated Balance Sheets (in thousands): December 31, 2016 December 31, 2015 Amortized Unrealized Unrealized Estimated Fair Amortized Unrealized Unrealized Estimated Fair Financial Assets: Money market funds $ 72,597 $ — $ — $ 72,597 $ 148,502 $ — $ — $ 148,502 Corporate debt securities 48,594 — (63 ) 48,531 — — — — U.S. government agency securities 39,763 — (51 ) 39,712 — — — — Certificates of deposits 19,169 — (52 ) 19,117 — — — — U.S. government securities 7,999 — — 7,999 — — — — Total $ 188,122 $ — $ (166) $ 187,956 $ 148,502 $ — $ — $ 148,502 The following table summarizes the classification of the available-for-sale securities on our Consolidated Balance Sheets (in thousands): December 31, 2016 December 31, 2015 Cash and cash equivalents $ 82,696 $ 148,502 Short-term marketable securities 55,202 — Long-term marketable securities 50,058 — Total $ 187,956 $ 148,502 Gross unrealized gains or losses were not significant at either December 31, 2016 or December 31, 2015. We do not intend to sell the investments that are in an unrealized loss position, and it is unlikely that we will be required to sell the investments before recovery of their amortized cost basis, which may be maturity. We have determined that the gross unrealized losses on our marketable securities at December 31, 2016 were temporary in nature. All marketable securities with unrealized losses at December 31, 2016 have been in a loss position for less than twelve months and the loss is not material. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 5. Balance Sheet Components Property and Equipment Property and equipment consist of the following (in thousands): December 31, 2016 2015 Laboratory equipment $ 3,895 $ 3,151 Computer equipment 972 596 Leasehold improvements 678 340 Construction-in-progress 137 129 Total property and equipment 5,682 4,216 Less: accumulated depreciation and amortization (3,262 ) (2,102 ) Property and equipment, net $ 2,420 $ 2,114 Depreciation expense was $1.2 million for the year ended December 31, 2016, $0.9 million for the year ended December 31, 2015 and $0.7 million for the year ended December 31, 2014. Accrued Liabilities Accrued liabilities consist of the following (in thousands): December 31, 2016 2015 Accrued clinical and manufacturing expenses $ 4,759 $ 3,042 Accrued professional and consulting services 507 287 Other 53 82 Total accrued liabilities $ 5,319 $ 3,411 Other liabilities, current and noncurrent Other liabilities consists of the following (in thousands): December 31, 2016 2015 Restricted shares subject to repurchase, current $ 846 $ 677 Deferred rent, current 61 37 Other taxes payable 2 6 Total other liabilities, current $ 909 $ 720 Restricted shares subject to repurchase, noncurrent $ 534 $ 1,470 Deferred rent, noncurrent 29 86 Total other liabilities, noncurrent $ 563 $ 1,556 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 6. Stockholders’ Equity Common Stock Reserved for Issuance We have reserved sufficient shares of common stock for issuance upon the exercise of stock options and restricted shares subject to future vesting. Common stockholders are entitled to dividends if and when declared by the board of directors, subject to the prior rights of any preferred stockholders. As of December 31, 2016, no common stock dividends had been declared by the board of directors. We have reserved shares of common stock, on an as-converted basis, for future issuance as follows: December 31, 2016 2015 Restricted shares subject to future vesting 672,112 1,097,288 Options issued and outstanding 2,769,702 2,058,787 Shares available for future grant under the 2015 Plan 1,401,153 1,014,485 Employee stock purchase plan 76,118 50,000 Total 4,919,085 4,220,560 Common Stock Issued for License Agreement In September 2015, we executed an agreement with the Regents of the University of California, or the Regents, for an exclusive license to those rights the Regents may own in certain patents and patent applications relating to GBT440 and GBT440 analogs, and in exchange have committed to pay a royalty of less than 1% on future net sales. In connection with this agreement we issued 85,714 shares of our common stock with an estimated fair value of $4.5 million, which was recorded in research and development expense in our consolidated statements of operations. Restricted Stock We have issued restricted stock awards to employees under our 2012 Stock Option and Grant Plan (the “2012 Plan”). Under the related stock purchase agreements, we have the right to repurchase the common stock at the lower of fair market value and the stockholders’ original purchase price which right lapses according to individual vesting schedules. In order to vest, the holders are required to provide continued service to us. Upon vesting, the appropriate amounts are transferred from liabilities to additional paid-in capital. If the employment or other service relationship of the holder of any unvested restricted common stock is terminated for any reason, we have the right to repurchase the unvested shares at the lower of fair market value or the stockholder’s original purchase price. As such, the shares subject to future vesting are not deemed outstanding for accounting purposes until the shares vest. Restricted shares subject to repurchase were as follows: December 31, 2016 2015 Restricted shares subject to repurchase: Shares issued to founders — 6,250 Shares issued pursuant to the 2012 Stock Option and Grant Plan 672,112 1,091,038 Total restricted shares subject to repurchase 672,112 1,097,288 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | 7. Share-based Compensation 2015 Stock Option and Incentive Plan In July 2015, we adopted the 2015 Stock Option and Incentive Plan (the “2015 Plan”). Under the 2015 Plan, 1,430,000 shares of our common stock were initially reserved for the issuance of stock options, restricted stock, and other equity-based awards to employees, non-employee directors, and consultants under terms and provisions established by the Board of Directors and approved by our stockholders. On January 1, 2016, we increased the number of shares available under the 2015 Plan by 1,218,283 to a total of 2,648,283 shares. Awards granted under the 2015 Plan expire no later than 10 years from the date of grant. For incentive stock options and non-statutory stock options, the option price shall not be less than 100% of the fair market value on the day of grant. If at the time we grant an option and the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all our classes of stock, the option price is required to be at least 110% of the fair market value on the day of grant. Options granted typically vest over a 4-year period but may be granted with different vesting terms. 2012 Stock Option and Grant Plan In 2012, the Company adopted the 2012 Stock Option and Grant Plan (the “2012 Plan”) under which our Board of Directors was authorized to grant incentive stock options to employees, including officers and members of the Board of Directors who are also employees of ours, and non-statutory stock options (options that do not qualify as incentive options) and/or our restricted stock and other equity-based awards to employees, officers, directors, or consultants of ours. Previously we had initially reserved 2,785,713 shares of common stock for issuance under the 2012 Plan. On April 9, 2015 we increased the number of shares available under the 2012 Plan by 1,000,000 to a total of 3,785,713 shares. Awards granted under the 2012 Plan expire no later than 10 years from the date of grant. For incentive stock options and nonstatutory stock options, the option price shall not be less than 100% of the fair market value on the day of grant. If at the time we grant an option, the optionee directly or by attribution owns more than 10% of the total combined voting power of all our classes of stock, the option price is required to be at least 110% of the fair market value on the day of grant. Options granted typically vest over a 4-year period but may be granted with different vesting terms. Upon adoption of the 2015 Plan, no new awards or grants are permitted under the 2012 Plan. Stock Option Activity The following table summarizes activity under the Company’s stock option plans, including the 2015 Plan and the 2012 Plan and related information (in thousands, except share and per share amounts and term): Number of Options Weighted- Weighted- Average remaining contractual term (years) Aggregate Outstanding — December 31, 2015 2,058,787 $ 8.71 9.0 Options granted 1,246,575 17.14 Options exercised (147,126 ) 1.51 Options canceled (388,534 ) 15.05 Outstanding — December 31, 2016 2,769,702 $ 11.99 7.81 $ 15,448 Vested and exercisable — December 31, 2016 1,017,312 $ 7.40 5.84 $ 9,417 Vested and expected to vest — December 31, 2016 2,530,406 $ 11.66 7.69 $ 14,783 The aggregate intrinsic values of options outstanding, vested and exercisable, and vested and expected to vest were calculated as the difference between the exercise price of the options and the fair value our common stock as of December 31, 2016. The total intrinsic value of options exercised was $2.4 million for the year ended December 31, 2016, $427,000 for the year ended December 31, 2015 and $35,000 for the year ended December 31, 2014. The weighted-average estimated fair value of stock options granted was $11.74 for the year ended December 31, 2016, $8.56 for the year ended December 31, 2015 and $0.34 for the year ended December 31, 2014. Stock Options Granted to Employees with Service-based Vesting Valuation Assumptions The fair values of stock options granted to employees were calculated using the following assumptions: Year Ended December 31, 2016 2015 2014 Expected term (in years) 5.3-6.1 5.3-6.3 6.0-6.1 Volatility 70.6%-82.3% 73.8%-87.6% 80.7%-93.0% Risk-free interest rate 1.1%-2.1% 1.5%-1.8% 1.89%-2.10% Dividend yield — — — The fair value of the shares of common stock underlying stock options before our IPO was determined by our Board of Directors. Prior to our IPO in August 2015, because there was no public market for our common stock, the Board of Directors determined fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors including important developments in our operations, valuations performed by an independent third party, sales of convertible preferred stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of our common stock, among other factors. In determining the fair value of the options granted, we used the Black-Scholes-Merton option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Stock Options Granted to Non-employees with Service-Based Vesting Valuation Assumptions Stock-based compensation related to stock options granted to non-employees is recognized as the stock options are earned. The fair value of the stock options granted is calculated at each reporting date using the Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2016 2015 2014 Expected term (in years) 9.5 4.0-9.9 5.0-9.9 Volatility 78.0% 73.4%-91.2% 77.6%-82.3% Risk-free interest rate 1.74% 0.8-2.7% 1.5%-2.7% Dividend yield — — — Restricted Stock Purchases When Restricted Stock Purchases (“RSPs”) are granted, the individual purchases the shares at the grant date fair value of the underlying common stock. The purchase of the stock is subject to forfeiture prior to vesting at the lower of fair value and the original purchase price. The award is treated similarly to an early exercise of stock options for accounting purposes. A summary of our non-vested restricted stock for the year ended December 31, 2016 is as follows: Number of RSPs Weighted Average Outstanding — December 31, 2015 1,097,288 $ 1.07 RSPs vested (398,750 ) 1.00 Repurchased by Company (26,426 ) 1.41 Outstanding — December 31, 2016 672,112 $ 1.10 Restricted Stock Purchases with Service-Based Vesting RSPs granted during the years ended December 31, 2015, and 2014 generally vest over four years, subject to the individual holder’s continued service relationship with us. There were no RSPs granted during the year ended December 31, 2016. The restricted common stock granted to an employee is valued using the Black-Scholes-Merton option-pricing model based on the common stock fair value at the time of the grant. For restricted common stock issued to consultants, we remeasure the fair value of the restricted shares as they vest at each reporting period using the Black-Scholes-Merton option-pricing model reflecting the remaining vesting period. Performance-Contingent Awards Granted to Employees On April 9, 2015, our Board of Directors granted a total of 326,424 performance-contingent awards to members of our senior management team. Of the total performance-contingent awards granted, 227,139 were performance-contingent options and 99,285 were performance-contingent shares of restricted common stock. The exercise price of each performance-contingent options and the purchase price for the performance-contingent restricted shares is $3.40 per share, which the Board of Directors determined was the fair market value on the grant date. The awards have dual triggers of vesting based upon the successful achievement of four corporate operating milestones within specified timelines, as well as a requirement for continued employment. When a performance goal is deemed to be probable of achievement, time-based vesting and recognition of stock-based compensation expense commences. In the event any of the corporate operating milestones are not achieved by the specified timelines, such vesting tranche will terminate and no longer be exercisable with respect to that portion of the shares. During the year ended December 31, 2016, the Compensation Committee of our Board of Directors modified one of the corporate operating milestones, which resulted in two of the corporate operating milestones being achieved; accordingly, an aggregate of 94,502 shares underlying options and 49,643 shares of restricted stock associated with these two milestones vested and, as a result, $1.5 million of compensation cost was recognized for the performance-contingent awards, including $1.4 million of compensation cost related to the modified corporate operating milestone. One of the remaining two corporate operating milestones was not met within the timeframe required for achievement during the year ended December 31, 2016; accordingly, 47,500 shares underlying options were forfeited and 24,821 shares of restricted stock associated with the milestone were repurchased by us. As of December 31, 2016, unvested performance-contingent awards included 30,710 shares underlying options and 24,821 shares of restricted stock associated with the remaining operating milestone. The fair value of employee performance-contingent options was estimated at the date of grant using a Black-Scholes-Merton option-pricing model with the following assumptions in 2015: Year Ended 2015 Expected term (in years) 1.8-2.4 Volatility 77.2%-79.1% Risk-free interest rate 0.5%-0.8% Dividend yield —% Market-Condition Awards Granted to Employees On April 9, 2015, our Board of Directors granted a market-condition award to our Chief Executive Officer of 99,285 shares of restricted common stock, with a purchase price of $3.40 per share, which the Board of Directors determined was the fair market value on the grant date. The market-condition award does not vest until our market capitalization (determined based on the number of shares of common stock outstanding multiplied by the closing market price for our common stock as reported on NASDAQ) exceeds at least $2.0 billion for 20 consecutive trading days on or before the date twenty-four (24) months after the closing of our IPO. The fair value of the market-condition award of $0.70 was determined on the grant date utilizing a lattice model with an expected term of 2.4 years. In August 2015, we began to recognize compensation costs for this award concurrent with the closing of our IPO. Employee Stock Purchase Plan In July 2015, we adopted the 2015 Employee Stock Purchase Plan (the “2015 ESPP”). Under the 2015 ESPP our employees may purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the stock at the beginning of the offering period or at the end of each applicable purchase period. The 2015 ESPP provides for offering periods of six months in duration. The purchase periods end on either January 31st or July 31st. Contributions under the 2015 ESPP are limited to a maximum of 15% of an employee’s eligible compensation. ESPP purchases are settled with common stock from the ESPP’s previously authorized and available pool of shares. During 2016, 65,252 shares were issued under the ESPP for $1.0 million. The fair values of the rights granted under the 2015 ESPP were calculated using the following assumptions: Year Ended Year Ended Expected term (in years) 0.5 0.5 Volatility 83.1-84.6 % 65.8 % Risk-free interest rate 0.4-0.5 % 0.2 % Dividend yield — % — % Stock-Based Compensation Expense Total stock-based compensation recognized by our research and development function and our general and administrative function was as follows (in thousands): Year Ended December 31, 2016 2015 2014 Research and development $ 3,711 $ 2,031 $ 248 General and administrative 5,524 1,192 102 Total stock-based compensation expense $ 9,235 $ 3,223 $ 350 During the year ended December 31, 2016, we recorded charges of $1.5 million relating to the fair value of stock options which were modified for two terminated employees. $0.9 million of these charges were classified as research and development expenses and the remaining $0.6 million of these charges were classified as general and administrative expenses. Total stock-based compensation recognized by employees and non-employees was as follows (in thousands): Year Ended December 31, 2016 2015 2014 Employee $ 9,003 $ 2,359 $ 333 Non-employee 232 864 17 Total stock-based compensation expense $ 9,235 $ 3,223 $ 350 Unrecognized Stock-Based Compensation Expense and Weighted-Average Remaining Amortization Period As of December 31, 2016 the unrecognized stock-based compensation cost, net of expected forfeitures, and the estimated weighted-average amortization period, using the straight-line attribution method, was as follows (in thousands, except amortization period): Unrecognized Weighted-average Options $ 12,766 2.6 Restricted stock purchases 522 1.5 ESPP 49 0.1 Total stock-based compensation expense $ 13,337 2.6 |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2016 | |
Postemployment Benefits [Abstract] | |
Defined Contribution Plan | 8. Defined Contribution Plan In 2013, we began to sponsor a 401(k) retirement plan, in which substantially all of our full-time employees are eligible to participate. Eligible participants may contribute a percentage of their annual compensation to this plan, subject to statutory limitations. Prior to 2015, we had not provided any contributions to the plan. We made contributions to the Plan for eligible participants, and recorded contribution expenses of $0.2 million for the year ended December 31, 2016, $33,000 for the year ended December 31, 2015 and $19,000 for the year ended December 31, 2014. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The components of the loss before income taxes were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Loss before provision for income taxes: United States $ (70,103) $ (46,360) $ (20,807) International (12,365) — — $ (82,468) $ (46,360) $ (20,807) No provision for income taxes was recorded for the years ended December 31, 2016, December 31, 2015 and December 31, 2014. We have incurred net operating losses for all the periods presented. We have not reflected any benefit of such net operating loss carryforwards in the accompanying consolidated financial statements. We have established a full valuation against the related deferred tax assets due to the uncertainty surrounding the realization of such assets. The effective tax rate of the provision for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2016 2015 2014 Federal statutory income tax rate 34.0 % 34.0 % 34.0 % Non-deductible changes in fair value and other 3.9 (4.8 ) (0.6 ) Federal and state tax credits 8.3 1.4 2.4 Foreign rate differential (5.1 ) — — Change in valuation allowance (41.1 ) (30.6 ) (35.8 ) Provision for Taxes 0.0 % 0.0 % 0.0 % The components of the deferred tax assets and liabilities are as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 51,348 $ 32,561 Tax credits 15,167 2,584 Property and equipment 9 — Accruals and reserves 1,739 696 Stock based compensation 1,859 464 Gross deferred tax assets 70,122 36,305 Valuation allowance (70,122 ) (36,147 ) Net deferred tax assets — 158 Deferred tax liabilities: Property and equipment — (158 ) Net deferred tax $ — $ — Realization of the deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. We have established a valuation allowance to offset deferred tax assets as of December 31, 2016 and 2015 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. The valuation allowance increased approximately $34.0 million, $16.7 million, and $8.9 million during the years ended December 31, 2016, 2015, and 2014, respectively. The increase in the valuation allowance is mainly related to the increase in net operating loss carryforwards incurred during the respective taxable years. At December 31, 2016, we had net operating loss carryforwards for Federal income tax purposes of $126.3 million which are available to offset future taxable income, if any, through 2036 and net operating loss carryforwards for state income tax purposes of $151.8 million which are available to offset future taxable income, if any, through 2036. The net deferred tax asset above does not include any amounts attributable to excess stock option deductions because the Company has no taxable income to offset such deductions and as such, they are not recognized for book purposes. As of December 31, 2016, we had research and development/orphan drug tax credit carryforwards of approximately $13.8 million and $2.1 million available to reduce future taxable income, if any, for federal and state income tax purposes, respectively. If not utilized, the federal credit carryforwards will begin expiring in 2031, and the state credits carryforward indefinitely. In general, if we experience a greater than 50 percentage point aggregate change in ownership over a three-year period (a Section 382 ownership change), utilization of our pre-change NOL carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code (California has similar laws). The annual limitation generally is determined by multiplying the value of our 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 NOL carryforwards before utilization. We have not utilized any NOL carryovers through December 31, 2016. In addition, our deferred tax assets are subject to full valuation allowance, and thus no benefit for deferred tax assets are recorded on our books. Our ability to use the remaining NOL carryforwards may be further limited if we experience a Section 382 ownership change as a result of future changes in our stock ownership. No liability related to uncertain tax positions is recorded on the consolidated financial statements. All uncertain tax positions are recorded as a reduction to our deferred tax asset in accordance with ASU 2013-11. It is our policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): December 31, 2016 2015 Balance at beginning of year $ 1,005 $ 634 Additions based on tax positions related to current year 4,291 371 Unrecognized tax benefit - December 31 $ 5,296 $ 1,005 We do not expect that our uncertain tax positions will materially change in the next twelve months. The reversal of the uncertain tax benefits will not impact our effective tax rate as we continue to maintain a full valuation allowance against our deferred tax assets. We file income tax returns in the United States and California. We are not currently under examination by income tax authorities in federal, state or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Our related parties include Third Rock Ventures, LLC (“TRV”) and one member of our Board of Directors is also a partner in TRV. Management and advisory fee expense incurred with TRV were zero for the year ended December 31, 2016, $65,000 for the year ended December 31, 2015, and $332,000 for the year ended December 31, 2014 for services which we requested from TRV. We had no outstanding payable to TRV as of December 31, 2016 and December 31, 2015. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Facilities In 2012, we entered into a noncancelable operating lease for approximately 16,000 square feet of laboratory and office space in South San Francisco, California for an initial term of 66 months. We recognize minimum rent payments under the facility operating lease on a straight-line basis over the term of the lease. In October 2014, December 2015, and September 2016, we assumed the noncancelable operating leases from three neighboring tenants for approximately 20,740 square feet of adjacent laboratory and office space on substantially the same economic terms as our primary facility operating lease. Future aggregate minimum lease payments under the noncancelable operating leases are as follows (in thousands): Year ending December 31, Amount 2017 $ 1,498 2018 380 Total $ 1,878 Through February 2015, we were a party to a Space Sharing Agreement and a Shared Services Agreement with a biotechnology company that is also majority-owned by TRV. Under these agreements, specified expenses were shared equally between the two companies at cost and not subject to any markup or markdown. Under these agreements, we recorded reimbursements of $33,000 for the year ended December 31, 2015 and $234,000 for the year ended December 31, 2014. Rent expense for the facility operating leases consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Minimum rental $ 1,272 $ 971 $ 554 Net reimbursement under Space Sharing Agreement — (10 ) (54 ) Facility rental expense, net $ 1,272 $ 961 $ 500 Indemnifications We indemnify each of our directors and officers for certain events or occurrences, subject to certain limits, while the director is or was serving at our request in such capacity, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws. The term of the indemnification period lasts as long as a director may be subject to any proceeding arising out of acts or omissions of such director in such capacity. The maximum amount of potential future indemnification is unlimited; however, we currently hold director liability insurance. This insurance allows the transfer of risk associated with our exposure and may enable us to recover a portion of any future amounts paid. We believe that the fair value of these indemnification obligations is minimal. Accordingly, we have not recognized any liabilities relating to these obligations for any period presented. Other Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. As of December 31, 2016, we have not recognized any liabilities for loss contingencies. We are not a party to any current litigation. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | 12. Net Loss per Share Attributable to Common Stockholders The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders during the years ended December 31, 2016, 2015 and 2014 (in thousands, except share and per share data): Year Ended December 31, 2016 2015 2014 Numerator: Net loss $ (82,468 ) $ (46,360 ) $ (20,807 ) Accretion and dividends on redeemable convertible preferred stock — (4,180 ) (2,965 ) Net loss attributable to common stockholders $ (82,468 ) $ (50,540 ) $ (23,772 ) Denominator: Weighted average common shares outstanding 33,207,382 12,806,697 1,673,919 Net loss per share attributable to common stockholders, basic and diluted $ (2.48 ) $ (3.95 ) $ (14.20 ) Since the Company was in a loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: December 31, 2016 2015 2014 Redeemable convertible preferred stock — — 19,746,614 Options to purchase common stock 2,769,702 2,058,787 954,567 Restricted stock subject to future vesting 672,112 1,097,288 1,121,979 Common stock potentially issuable for ESPP purchases 8,386 9,491 — Total 3,450,200 3,165,566 21,823,160 ***** |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | Selected Quarterly Financial Information (unaudited) The following table provides the selected consolidated quarterly financial data for 2016 and 2015: Quarter Ended (in thousands, except per December September June 30, March 31, December September June 30, March 31, Loss from operations $ (27,460) $ (21,144) $ (17,806) $ (16,717) $ (15,598) $ (14,775) $ (8,600) $ (7,420) Net loss $ (27,208) $ (20,985) $ (17,675) $ (16,600) $ (15,585) $ (14,764) $ (8,594) $ (7,417) Net loss attributable to common shareholders $ (27,208) $ (20,985) $ (17,675) $ (16,600) $ (15,585) $ (15,551) $ (10,747) $ (8,657) Net loss per share attributable to common shareholders - basic and diluted (1) $ (0.74) $ (0.58) $ (0.58) $ (0.56) $ (0.53) $ (0.90) $ (4.84) $ (4.22) (1) The full year net loss per share of common stock, basic and diluted, may not equal the sum of the quarters due to weighting of outstanding shares. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Reclassification | Reclassification Certain prior year amounts in the consolidated financial statements have been reclassified to conform to the current year’s presentation. The results of the reclassification had no impact on the previously reported net loss or the consolidated statements of cash flows. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of costs and expenses during the reporting period. We base our estimates and assumptions on historical experience when available and on various factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results could differ from these estimates under different assumptions or conditions. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. |
Segment Reporting | Segment Reporting We have determined that we operate in a single segment based upon the way the business is organized for making operating decisions and assessing performance. The Company has only one operating segment related to the development of pharmaceutical products. All property and equipment is maintained in the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents, which consist primarily of amounts invested in money market accounts, are stated at fair value. |
Concentration of Credit Risk | Concentration of Credit Risk We invest in a variety of financial instruments and, by our policy, limit the amount of credit exposure with any one issuer, industry or geographic area for investments other than instruments backed by the U.S. federal government. |
Investments in Marketable Securities | Investments in Marketable Securities We invest in marketable securities, primarily money market funds, corporate debt securities, government securities, government agency securities, and certificates of deposits. We classify our marketable securities as available-for-sale securities and report them at fair value in cash equivalents or marketable securities on the consolidated balance sheets with related unrealized gains and losses included within accumulated other comprehensive income (loss) on the consolidated balance sheet. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the consolidated statements of operations and comprehensive loss. Realized gains and losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are included in interest and other income (loss). The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in interest income. We regularly review all of our investments for other-than-temporary declines in estimated fair value. Our review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether we have the intent to sell the securities and whether it is more likely than not that we will be required to sell the securities before the recovery of their amortized cost basis. When we determine that the decline in estimated fair value of an investment is below the amortized cost basis and the decline is other-than-temporary, we reduce the carrying value of the security and record a loss for the amount of such decline. |
Fair Value Measurement | Fair Value Measurement The carrying amounts of certain financial instruments, including cash equivalents, restricted cash, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, three years for computer equipment and five years for laboratory equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Depreciation and amortization begins at the time the asset is placed in service. Maintenance and repairs are charged as expense in the statements of operations and comprehensive loss as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheet and any resulting gain or loss is reflected in operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate our long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. There have been no impairments of our long-lived assets for the periods presented. |
Restricted Cash | Restricted Cash Restricted cash consists of cash deposits held by our financial institution as collateral for our letter of credit under our facility lease. |
Accruals of Research and Development Costs | Accruals of Research and Development Costs We record accruals for estimated costs of research, nonclinical and clinical studies and manufacturing development. These costs are a significant component of our research and development expenses. A substantial portion of our ongoing research and development activities are conducted by third-party service providers, including contract research organizations and contract manufacturing organizations. We accrue the costs incurred under our agreements with these third parties based on actual work completed in accordance with agreements established with these third parties. We determine the actual costs through discussions with internal personnel and external service providers as to the progress or stage of completion of the services and the agreed-upon fee to be paid for such services. We make significant judgments and estimates in determining the accrual balance in each reporting period. As actual costs become known, we adjust our accruals. We have not experienced any material deviations between accrued clinical trial expenses and actual clinical trial expenses. However, actual services performed, number of subjects enrolled, and the rate of subject enrollment may vary from our estimates, resulting in adjustments to clinical trial expense in future periods. Changes in these estimates that result in material changes to our accruals could materially affect our results of operations. |
Leases | Leases We enter into lease agreements for our office and laboratory facilities. These leases are classified as operating leases. Rent expense is recognized on a straight-line basis over the noncancelable term of the lease and, accordingly, we record the difference between cash rent payments and the recognition of rent expense as a deferred rent liability, which is included within other liabilities on the consolidated balance sheet. Incentives granted under our facilities leases, including allowances to fund leasehold improvements, are deferred and are recognized as adjustments to rental expense on a straight-line basis over the noncancelable term of the lease. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. Our comprehensive income (loss) is comprised of net loss and changes in unrealized gains and losses on our marketable securities. |
Research and Development | Research and Development Research and development costs are expensed as incurred and consist of salaries and benefits, stock-based compensation expense, lab supplies and facility costs, as well as fees paid to other nonemployees and entities that conduct certain research and development activities on our behalf. Amounts incurred in connection with license agreements are also included in research and development expense. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are capitalized and then expensed as the related goods are delivered or the services are performed. |
Stock-based Compensation | Stock-Based Compensation We measure and recognize stock-based compensation expense, including employee and non-employee equity awards, based on fair value at the grant date. We use the Black-Scholes-Merton option-pricing model to calculate fair value. Stock-based compensation expense recognized in the consolidated statements of operations and comprehensive loss is based on options ultimately expected to vest, taking into consideration estimated forfeitures. Stock-based compensation expense is revised in subsequent periods, if necessary, if actual forfeitures differ from these estimates. When estimating forfeitures, we consider historic voluntary termination behaviors as well as trends of actual option forfeitures. For options granted to nonemployees, we revalue the unearned portion of the stock-based compensation and at each reporting period end the resulting change in fair value is recognized in the consolidated statements of operations and comprehensive loss over the period the related services are rendered. |
Income Taxes | Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to our lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance. We recognize benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. It is our policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, without consideration of common stock equivalents. The net loss attributable to common stockholders is calculated by adjusting our net loss for the accretion on the redeemable convertible preferred stock. Diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since the effects of potentially dilutive securities are antidilutive given our net loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, companies will have reduced diversity in the timing and content of footnote disclosures than under today’s guidance. ASU 2014-15 is effective for the annual period ending after December 15, 2016. The adoption of ASU 2014-15 did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. We are currently in the process of evaluating the impact the adoption of this new standard will have on our financial position or results of operations. In March 2016, the FASB issued ASU No. 2016-09, Stock Compensation. The new standard simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the consolidated statement of cash flows. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We do not believe the impact of adopting this new standard on our financial position or results of operations will be material. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. The new standard provides guidance on eight specific cash flow classification issues. The standard is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. We believe that the adoption of this new standard will have no impact on our financial position or results of operations and have not elected to early adopt the amendment. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash. The new standard requires that a statement 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. The standard is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. We believe that the adoption of this new standard will have no material impact on our financial position or results of operations and have not elected to early adopt the amendment. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2016 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 72,597 $ 72,597 $ — $ — Corporate debt securities 48,531 — 48,531 — U.S. government agency securities 39,712 — 39,712 — Certificates of deposits 19,117 — 19,117 — U.S. government securities 7,999 — 7,999 Total financial assets $ 187,956 $ 72,597 $ 115,359 $ — December 31, 2015 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 148,502 $ 148,502 $ — $ — Total financial assets $ 148,502 $ 148,502 $ — $ — |
Available-for-Sale Securities (
Available-for-Sale Securities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available-for-Sale Securities | The following table is a summary of available-for-sale securities recorded in cash and cash equivalents, restricted cash, or marketable securities in our Consolidated Balance Sheets (in thousands): December 31, 2016 December 31, 2015 Amortized Unrealized Unrealized Estimated Fair Amortized Unrealized Unrealized Estimated Fair Financial Assets: Money market funds $ 72,597 $ — $ — $ 72,597 $ 148,502 $ — $ — $ 148,502 Corporate debt securities 48,594 — (63 ) 48,531 — — — — U.S. government agency securities 39,763 — (51 ) 39,712 — — — — Certificates of deposits 19,169 — (52 ) 19,117 — — — — U.S. government securities 7,999 — — 7,999 — — — — Total $ 188,122 $ — $ (166) $ 187,956 $ 148,502 $ — $ — $ 148,502 |
Summary of Classification of Available-for-Sale Securities on Consolidated Balance Sheets | The following table summarizes the classification of the available-for-sale securities on our Consolidated Balance Sheets (in thousands): December 31, 2016 December 31, 2015 Cash and cash equivalents $ 82,696 $ 148,502 Short-term marketable securities 55,202 — Long-term marketable securities 50,058 — Total $ 187,956 $ 148,502 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property and Equipment | Property and equipment consist of the following (in thousands): December 31, 2016 2015 Laboratory equipment $ 3,895 $ 3,151 Computer equipment 972 596 Leasehold improvements 678 340 Construction-in-progress 137 129 Total property and equipment 5,682 4,216 Less: accumulated depreciation and amortization (3,262 ) (2,102 ) Property and equipment, net $ 2,420 $ 2,114 |
Accrued Liabilities | Accrued liabilities consist of the following (in thousands): December 31, 2016 2015 Accrued clinical and manufacturing expenses $ 4,759 $ 3,042 Accrued professional and consulting services 507 287 Other 53 82 Total accrued liabilities $ 5,319 $ 3,411 |
Other Liabilities | Other liabilities consists of the following (in thousands): December 31, 2016 2015 Restricted shares subject to repurchase, current $ 846 $ 677 Deferred rent, current 61 37 Other taxes payable 2 6 Total other liabilities, current $ 909 $ 720 Restricted shares subject to repurchase, noncurrent $ 534 $ 1,470 Deferred rent, noncurrent 29 86 Total other liabilities, noncurrent $ 563 $ 1,556 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Issuance on Converted basis | We have reserved shares of common stock, on an as-converted basis, for future issuance as follows: December 31, 2016 2015 Restricted shares subject to future vesting 672,112 1,097,288 Options issued and outstanding 2,769,702 2,058,787 Shares available for future grant under the 2015 Plan 1,401,153 1,014,485 Employee stock purchase plan 76,118 50,000 Total 4,919,085 4,220,560 |
Schedule of Restricted Shares Subject to Repurchase | Restricted shares subject to repurchase were as follows: December 31, 2016 2015 Restricted shares subject to repurchase: Shares issued to founders — 6,250 Shares issued pursuant to the 2012 Stock Option and Grant Plan 672,112 1,091,038 Total restricted shares subject to repurchase 672,112 1,097,288 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock Option Activity | The following table summarizes activity under the Company’s stock option plans, including the 2015 Plan and the 2012 Plan and related information (in thousands, except share and per share amounts and term): Number of Options Weighted- Weighted- Average remaining contractual term (years) Aggregate Outstanding — December 31, 2015 2,058,787 $ 8.71 9.0 Options granted 1,246,575 17.14 Options exercised (147,126 ) 1.51 Options canceled (388,534 ) 15.05 Outstanding — December 31, 2016 2,769,702 $ 11.99 7.81 $ 15,448 Vested and exercisable — December 31, 2016 1,017,312 $ 7.40 5.84 $ 9,417 Vested and expected to vest — December 31, 2016 2,530,406 $ 11.66 7.69 $ 14,783 |
Fair Value Assumptions of Stock Option Awards and Performance-Contingent Awards | The fair values of stock options granted to employees were calculated using the following assumptions: Year Ended December 31, 2016 2015 2014 Expected term (in years) 5.3-6.1 5.3-6.3 6.0-6.1 Volatility 70.6%-82.3% 73.8%-87.6% 80.7%-93.0% Risk-free interest rate 1.1%-2.1% 1.5%-1.8% 1.89%-2.10% Dividend yield — — — |
Fair Value Assumptions for Non-Employee Awards | The fair value of the stock options granted is calculated at each reporting date using the Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2016 2015 2014 Expected term (in years) 9.5 4.0-9.9 5.0-9.9 Volatility 78.0% 73.4%-91.2% 77.6%-82.3% Risk-free interest rate 1.74% 0.8-2.7% 1.5%-2.7% Dividend yield — — — |
Non-Vested Restricted Stock Activity | A summary of our non-vested restricted stock for the year ended December 31, 2016 is as follows: Number of RSPs Weighted Average Outstanding — December 31, 2015 1,097,288 $ 1.07 RSPs vested (398,750 ) 1.00 Repurchased by Company (26,426 ) 1.41 Outstanding — December 31, 2016 672,112 $ 1.10 |
Stock-based Compensation Expense Recognized | Total stock-based compensation recognized by our research and development function and our general and administrative function was as follows (in thousands): Year Ended December 31, 2016 2015 2014 Research and development $ 3,711 $ 2,031 $ 248 General and administrative 5,524 1,192 102 Total stock-based compensation expense $ 9,235 $ 3,223 $ 350 Total stock-based compensation recognized by employees and non-employees was as follows (in thousands): Year Ended December 31, 2016 2015 2014 Employee $ 9,003 $ 2,359 $ 333 Non-employee 232 864 17 Total stock-based compensation expense $ 9,235 $ 3,223 $ 350 |
Unrecognized Stock-based Compensation Cost | As of December 31, 2016 the unrecognized stock-based compensation cost, net of expected forfeitures, and the estimated weighted-average amortization period, using the straight-line attribution method, was as follows (in thousands, except amortization period): Unrecognized Weighted-average Options $ 12,766 2.6 Restricted stock purchases 522 1.5 ESPP 49 0.1 Total stock-based compensation expense $ 13,337 2.6 |
Performance Contingent Awards Stock Options [Member] | |
Fair Value Assumptions of Stock Option Awards and Performance-Contingent Awards | The fair value of employee performance-contingent options was estimated at the date of grant using a Black-Scholes-Merton option-pricing model with the following assumptions in 2015: Year Ended 2015 Expected term (in years) 1.8-2.4 Volatility 77.2%-79.1% Risk-free interest rate 0.5%-0.8% Dividend yield —% |
ESPP [Member] | |
Fair Value Assumptions for Employee Stock Purchase Plan | The fair values of the rights granted under the 2015 ESPP were calculated using the following assumptions: Year Ended Year Ended Expected term (in years) 0.5 0.5 Volatility 83.1-84.6 % 65.8 % Risk-free interest rate 0.4-0.5 % 0.2 % Dividend yield — % — % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Taxes | The components of the loss before income taxes were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Loss before provision for income taxes: United States $ (70,103) $ (46,360) $ (20,807) International (12,365) — — $ (82,468) $ (46,360) $ (20,807) |
Effective Income Tax Rate Reconciliation | The effective tax rate of the provision for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2016 2015 2014 Federal statutory income tax rate 34.0 % 34.0 % 34.0 % Non-deductible changes in fair value and other 3.9 (4.8 ) (0.6 ) Federal and state tax credits 8.3 1.4 2.4 Foreign rate differential (5.1 ) — — Change in valuation allowance (41.1 ) (30.6 ) (35.8 ) Provision for Taxes 0.0 % 0.0 % 0.0 % |
Components of Deferred Tax Assets and Liabilities | The components of the deferred tax assets and liabilities are as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 51,348 $ 32,561 Tax credits 15,167 2,584 Property and equipment 9 — Accruals and reserves 1,739 696 Stock based compensation 1,859 464 Gross deferred tax assets 70,122 36,305 Valuation allowance (70,122 ) (36,147 ) Net deferred tax assets — 158 Deferred tax liabilities: Property and equipment — (158 ) Net deferred tax $ — $ — |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): December 31, 2016 2015 Balance at beginning of year $ 1,005 $ 634 Additions based on tax positions related to current year 4,291 371 Unrecognized tax benefit - December 31 $ 5,296 $ 1,005 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Aggregate Minimum Lease Payments | Future aggregate minimum lease payments under the noncancelable operating leases are as follows (in thousands): Year ending December 31, Amount 2017 $ 1,498 2018 380 Total $ 1,878 |
Rent Expense | Rent expense for the facility operating leases consisted of the following (in thousands): Year Ended December 31, 2016 2015 2014 Minimum rental $ 1,272 $ 971 $ 554 Net reimbursement under Space Sharing Agreement — (10 ) (54 ) Facility rental expense, net $ 1,272 $ 961 $ 500 |
Net Loss per Share Attributab29
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss per Share | The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders during the years ended December 31, 2016, 2015 and 2014 (in thousands, except share and per share data): Year Ended December 31, 2016 2015 2014 Numerator: Net loss $ (82,468 ) $ (46,360 ) $ (20,807 ) Accretion and dividends on redeemable convertible preferred stock — (4,180 ) (2,965 ) Net loss attributable to common stockholders $ (82,468 ) $ (50,540 ) $ (23,772 ) Denominator: Weighted average common shares outstanding 33,207,382 12,806,697 1,673,919 Net loss per share attributable to common stockholders, basic and diluted $ (2.48 ) $ (3.95 ) $ (14.20 ) |
Potentially Dilutive Securities that were Not Included in Diluted per Share Calculations | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: December 31, 2016 2015 2014 Redeemable convertible preferred stock — — 19,746,614 Options to purchase common stock 2,769,702 2,058,787 954,567 Restricted stock subject to future vesting 672,112 1,097,288 1,121,979 Common stock potentially issuable for ESPP purchases 8,386 9,491 — Total 3,450,200 3,165,566 21,823,160 |
Selected Quarterly Financial 30
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Consolidated Quarterly Financial Information (Unaudited) | The following table provides the selected consolidated quarterly financial data for 2016 and 2015: Quarter Ended (in thousands, except per December September June 30, March 31, December September June 30, March 31, Loss from operations $ (27,460) $ (21,144) $ (17,806) $ (16,717) $ (15,598) $ (14,775) $ (8,600) $ (7,420) Net loss $ (27,208) $ (20,985) $ (17,675) $ (16,600) $ (15,585) $ (14,764) $ (8,594) $ (7,417) Net loss attributable to common shareholders $ (27,208) $ (20,985) $ (17,675) $ (16,600) $ (15,585) $ (15,551) $ (10,747) $ (8,657) Net loss per share attributable to common shareholders - basic and diluted (1) $ (0.74) $ (0.58) $ (0.58) $ (0.56) $ (0.53) $ (0.90) $ (4.84) $ (4.22) (1) The full year net loss per share of common stock, basic and diluted, may not equal the sum of the quarters due to weighting of outstanding shares. |
Organization and Basis of Pre31
Organization and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 24, 2016$ / sharesshares | Feb. 28, 2017USD ($)$ / sharesshares | Jul. 31, 2016USD ($)$ / sharesshares | Aug. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)Segmentshares | Dec. 31, 2015USD ($)shares |
Class of Stock [Line Items] | ||||||
Number of operating segments | Segment | 1 | |||||
Proceeds from issuance of common stock, net of issuance costs | $ | $ 116,995 | $ 126,230 | ||||
Accumulated deficit | $ | $ (180,933) | $ (98,465) | ||||
Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from issuance of common stock, net of issuance costs | $ | $ 117,000 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued (in shares) | 6,400,000 | 6,667,228 | 6,900,000 | |||
Share price per share | $ / shares | $ 18.75 | |||||
Proceeds from IPO | $ | $ 126,200 | |||||
Common Stock [Member] | Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued (in shares) | 5,867,347 | |||||
Share price per share | $ / shares | $ 24.50 | |||||
Common Stock [Member] | Conversion of Redeemable Convertible Preferred Stock to Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares converted upon completion of IPO (shares) | 19,746,614 | |||||
Common Stock [Member] | Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued (in shares) | 267,228 | |||||
Share price per share | $ / shares | $ 18.75 | |||||
Common Stock [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued (in shares) | 765,306 | |||||
Share price per share | $ / shares | $ 24.50 | |||||
Proceeds from issuance of common stock, net of issuance costs | $ | $ 135,600 | |||||
Common Stock [Member] | IPO [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued (in shares) | 6,900,000 | |||||
Share price per share | $ / shares | $ 20 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Laboratory Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assets Measured on Recurring Basis (Detail) - Fair Value Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets, fair value | $ 187,956 | $ 148,502 |
U.S. Government Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets, fair value | 7,999 | |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets, fair value | 72,597 | 148,502 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets, fair value | 115,359 | |
Level 2 [Member] | U.S. Government Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets, fair value | 7,999 | |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets, fair value | 72,597 | 148,502 |
Money Market Funds [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets, fair value | 72,597 | $ 148,502 |
Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets, fair value | 48,531 | |
Corporate Debt Securities [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets, fair value | 48,531 | |
U.S. Government Agency Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets, fair value | 39,712 | |
U.S. Government Agency Securities [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets, fair value | 39,712 | |
Certificates of Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets, fair value | 19,117 | |
Certificates of Deposits [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets, fair value | $ 19,117 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | ||
Fair value assets amount transfer from level 1 to level 2 | $ 0 | $ 0 |
Fair value assets amount transfer from level 2 to level 1 | $ 0 | $ 0 |
Available-for-Sale Securities -
Available-for-Sale Securities - Summary of Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Amortized Cost | $ 188,122 | $ 148,502 |
Available for sale securities, Unrealized Gains | 0 | 0 |
Available for sale securities, Unrealized Losses | (166) | |
Available for sale securities, Estimated Fair Value | 187,956 | 148,502 |
U.S. Government Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Amortized Cost | 7,999 | |
Available for sale securities, Unrealized Gains | 0 | 0 |
Available for sale securities, Estimated Fair Value | 7,999 | |
Money Market Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Amortized Cost | 72,597 | 148,502 |
Available for sale securities, Unrealized Gains | 0 | 0 |
Available for sale securities, Estimated Fair Value | 72,597 | 148,502 |
Certificates of Deposits [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Amortized Cost | 19,169 | |
Available for sale securities, Unrealized Gains | 0 | 0 |
Available for sale securities, Unrealized Losses | (52) | |
Available for sale securities, Estimated Fair Value | 19,117 | |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Amortized Cost | 48,594 | |
Available for sale securities, Unrealized Gains | 0 | 0 |
Available for sale securities, Unrealized Losses | (63) | |
Available for sale securities, Estimated Fair Value | 48,531 | |
U.S. Government Agency Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities, Amortized Cost | 39,763 | |
Available for sale securities, Unrealized Gains | 0 | $ 0 |
Available for sale securities, Unrealized Losses | (51) | |
Available for sale securities, Estimated Fair Value | $ 39,712 |
Available-for-Sale Securities36
Available-for-Sale Securities - Summary of Classification of Available-for-Sale Securities on Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Investments, Debt and Equity Securities [Abstract] | ||
Cash and cash equivalents | $ 82,696 | $ 148,502 |
Short-term marketable securities | 55,202 | |
Long-term marketable securities | 50,058 | |
Total | $ 187,956 | $ 148,502 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 5,682 | $ 4,216 |
Less: accumulated depreciation and amortization | (3,262) | (2,102) |
Property and equipment, net | 2,420 | 2,114 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,895 | 3,151 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 972 | 596 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 678 | 340 |
Construction-in-Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 137 | $ 129 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Balance Sheet Components [Abstract] | |||
Depreciation expense | $ 1.2 | $ 0.9 | $ 0.7 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheet Components [Abstract] | ||
Accrued clinical and manufacturing expenses | $ 4,759 | $ 3,042 |
Accrued professional and consulting services | 507 | 287 |
Other | 53 | 82 |
Total accrued liabilities | $ 5,319 | $ 3,411 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheet Components [Abstract] | ||
Restricted shares subject to repurchase, current | $ 846 | $ 677 |
Deferred rent, current | 61 | 37 |
Other taxes payable | 2 | 6 |
Total other liabilities, current | 909 | 720 |
Restricted shares subject to repurchase, noncurrent | 534 | 1,470 |
Deferred rent, noncurrent | 29 | 86 |
Total other liabilities, noncurrent | $ 563 | $ 1,556 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Common stock dividend declared | $ 0 | ||
Royalty fee as a percentage of future sales, less than | 1.00% | ||
Value of shares issued in research agreement | $ 4,492,000 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Number of shares issued in research agreement | 85,714 | 85,714 | |
Value of shares issued in research agreement | $ 4,500,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Issuance on Converted Basis (Detail) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
Shares reserved for future issuance | 4,919,085 | 4,220,560 |
Restricted Stock [Member] | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance | 672,112 | 1,097,288 |
Stock Options [Member] | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance | 2,769,702 | 2,058,787 |
Shares Available for Future Grant Under the 2015 Plan [Member] | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance | 1,401,153 | 1,014,485 |
ESPP [Member] | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance | 76,118 | 50,000 |
Stockholders' Equity - Schedu43
Stockholders' Equity - Schedule of Restricted Shares Subject to Repurchase (Detail) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
Total restricted shares subject to repurchase | 672,112 | 1,097,288 |
Restricted Stock [Member] | ||
Class of Stock [Line Items] | ||
Shares issued pursuant to the 2012 Stock Option and Grant Plan | 672,112 | 1,097,288 |
2012 Stock Option and Grant Plan [Member] | Restricted Stock [Member] | ||
Class of Stock [Line Items] | ||
Shares issued pursuant to the 2012 Stock Option and Grant Plan | 672,112 | 1,091,038 |
Founders [Member] | Restricted Stock [Member] | ||
Class of Stock [Line Items] | ||
Shares issued to founders | 6,250 |
Share-based Compensation - Plan
Share-based Compensation - Plan Summary - Additional Information (Detail) | Jan. 01, 2016shares | Apr. 09, 2015shares | Jul. 31, 2015shares | Dec. 31, 2016USD ($)Employee$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2012shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Intrinsic value of options exercised | $ 2,400,000 | $ 427,000 | $ 35,000 | ||||
Estimated weighted-average grant-date fair value of common stock underlying options granted | $ / shares | $ 11.74 | $ 8.56 | $ 0.34 | ||||
Dividend yield | 0.00% | ||||||
Shares issued, value | $ 1,018,000 | ||||||
Total stock-based compensation expense | 9,235,000 | $ 3,223,000 | $ 350,000 | ||||
Research and Development Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation expense | 3,711,000 | 2,031,000 | 248,000 | ||||
General and Administrative Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation expense | $ 5,524,000 | $ 1,192,000 | $ 102,000 | ||||
Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||||
ESPP [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Dividend yield | 0.00% | 0.00% | |||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
RSPs granted | shares | 0 | ||||||
2015 Plan [Member] | Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized for issuance | shares | 2,648,283 | 1,430,000 | |||||
Expiration period | 10 years | ||||||
Exercise price as a percentage of the fair market value | 100.00% | ||||||
Exercise price as a percentage of the fair market value for option holding more than 10% total combined voting power | 110.00% | ||||||
Vesting period | 4 years | ||||||
Increase in shares authorized for issuance under plan (shares) | shares | 1,218,283 | ||||||
2012 Stock Option and Grant Plan [Member] | ESPP [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized for issuance | shares | 3,785,713 | 2,785,713 | |||||
Expiration period | 10 years | ||||||
Exercise price as a percentage of the fair market value | 100.00% | ||||||
Exercise price as a percentage of the fair market value for option holding more than 10% total combined voting power | 110.00% | ||||||
Vesting period | 4 years | ||||||
Increase in shares authorized for issuance under plan (shares) | shares | 1,000,000 | ||||||
2015 ESPP [Member] | ESPP [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price as a percentage of the fair market value | 85.00% | ||||||
Offering period | 6 months | ||||||
Maximum contribution to plan as a percent of employee's eligible compensation | 15.00% | ||||||
Shares issued | shares | 65,252 | ||||||
Shares issued, value | $ 1,000,000 | ||||||
Stock Option Modified [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation expense | $ 1,500,000 | ||||||
Number of employees affected | Employee | 2 | ||||||
Stock Option Modified [Member] | Research and Development Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation expense | $ 900,000 | ||||||
Stock Option Modified [Member] | General and Administrative Expense [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total stock-based compensation expense | $ 600,000 |
Share-based Compensation - Stoc
Share-based Compensation - Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning balance, outstanding, Number of Options | 2,058,787 | |
Options granted, Number of Options | 1,246,575 | |
Options exercised, Number of Options | (147,126) | |
Options canceled, Number of Options | (388,534) | |
Ending balance, outstanding, Number of Options | 2,769,702 | 2,058,787 |
Vested and exercisable, Number of Options | 1,017,312 | |
Vested and expected to vest, Number of Options | 2,530,406 | |
Weighted- Average Exercise Price | ||
Beginning balance, Outstanding, Weighted-Average Exercise Price | $ 8.71 | |
Options granted, Weighted-Average Exercise Price | 17.14 | |
Options exercised, Weighted-Average Exercise Price | 1.51 | |
Options canceled,Weighted-Average Exercise Price | 15.05 | |
Ending balance, Outstanding, Weighted-Average Exercise Price | 11.99 | $ 8.71 |
Vested and exercisable, Weighted-Average Exercise Price | 7.40 | |
Vested and expected to vest, Weighted-Average Exercise Price | $ 11.66 | |
Beginning, Outstanding, Weighted-Average remaining contractual term | 7 years 9 months 22 days | 9 years |
Vested and exercisable, Weighted-Average remaining contractual term | 5 years 10 months 2 days | |
Vested and expected to vest, Weighted-Average remaining contractual term | 7 years 8 months 9 days | |
Balance Outstanding, Aggregate Intrinsic Value | $ 15,448 | |
Vested and exercisable, Aggregate Intrinsic Value | 9,417 | |
Vested and expected to vest, Aggregate Intrinsic Value | $ 14,783 |
Share-based Compensation - Valu
Share-based Compensation - Valuation Assumptions for Share-based Compensation (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility, minimum | 70.60% | 73.80% | 80.70% |
Volatility, maximum | 82.30% | 87.60% | 93.00% |
Risk-free interest rate, minimum | 1.10% | 1.50% | 1.89% |
Risk-free interest rate, maximum | 2.10% | 1.80% | 2.10% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Stock Options [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 3 months 18 days | 5 years 3 months 18 days | 6 years |
Stock Options [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 1 month 6 days | 6 years 3 months 18 days | 6 years 1 month 6 days |
Share-based Compensation - Fair
Share-based Compensation - Fair Value Assumptions of Stock Option Awards and Performance-Contingent Awards (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 9 years 6 months | ||
Volatility | 78.00% | ||
Risk-free interest rate | 1.74% | ||
Dividend yield | 0.00% | 0.00% | 0.00% |
Dividend yield | 0.00% | ||
Performance Contingent Awards Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility, minimum | 77.20% | ||
Volatility, maximum | 79.10% | ||
Risk-free interest rate, minimum | 0.50% | ||
Risk-free interest rate, maximum | 0.80% | ||
Dividend yield | 0.00% | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years | 5 years | |
Volatility | 73.40% | 77.60% | |
Risk-free interest rate | 0.80% | 1.50% | |
Dividend yield | 0.00% | 0.00% | |
Minimum [Member] | Performance Contingent Awards Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 1 year 9 months 18 days | ||
Dividend yield | 0.00% | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 9 years 10 months 24 days | 9 years 10 months 24 days | |
Volatility | 91.20% | 82.30% | |
Risk-free interest rate | 2.70% | 2.70% | |
Dividend yield | 0.00% | 0.00% | |
Maximum [Member] | Performance Contingent Awards Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 2 years 4 months 24 days | ||
Dividend yield | 0.00% |
Share-based Compensation - Non-
Share-based Compensation - Non-Vested Restricted Stock Activity (Detail) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of RSPs Outstanding, beginning balance | shares | 1,097,288 |
Number of RSPs vested | shares | (398,750) |
Number of RSPs Repurchased by Company | shares | (26,426) |
Number of RSPs Outstanding, ending balance | shares | 672,112 |
Weighted Average Grant Date Fair Value per Share, Outstanding, beginning balance | $ / shares | $ 1.07 |
Weighted Average Grant Date Fair Value per Share, RSPs vested | $ / shares | 1 |
Weighted Average Grant Date Fair Value per Share, Repurchased by Company | $ / shares | 1.41 |
Weighted Average Grant Date Fair Value per Share, Outstanding, ending balance | $ / shares | $ 1.10 |
Share-based Compensation - Perf
Share-based Compensation - Performance-Contingent Awards Granted to Employees - Additional Information (Detail) | Apr. 09, 2015USD ($)Milestone$ / sharesshares | Dec. 31, 2016USD ($)Milestone$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grants in period | 1,246,575 | |||
Exercise price of options granted | $ / shares | $ 17.14 | |||
Compensation expense recognized | $ | $ 9,235,000 | $ 3,223,000 | $ 350,000 | |
Senior Management [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of operating milestones for performance vesting | Milestone | 4 | |||
Number of operating milestones achieved | Milestone | 1 | |||
Performance Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense recognized | $ | $ 1,500,000 | |||
Performance Shares [Member] | Senior Management [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grants in period | 326,424 | |||
Compensation expense recognized | $ | $ 1,400,000 | |||
Performance Contingent Awards Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares vested | 94,502 | |||
Number of shares forfeited | 47,500 | |||
Number of shares unvested | 30,710 | |||
Performance Contingent Awards Stock Options [Member] | Senior Management [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grants in period | 227,139 | |||
Exercise price of options granted | $ / shares | $ 3.40 | |||
Performance Contingent Awards Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares vested | 49,643 | |||
Number of shares repurchased | 24,821 | |||
Number of shares unvested | 24,821 | |||
Performance Contingent Awards Restricted Stock [Member] | Senior Management [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted shares granted in period | 99,285 | |||
Exercise price of restricted shares granted | $ / shares | $ 3.40 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted shares granted in period | 0 | |||
Number of shares vested | 398,750 | |||
Number of shares repurchased | 26,426 | |||
Number of shares unvested | 672,112 | 1,097,288 | ||
Restricted Stock [Member] | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted shares granted in period | 99,285 | |||
Exercise price of restricted shares granted | $ / shares | $ 3.40 | |||
Minimum market capitalization | $ | $ 2,000,000,000 | |||
Minimum consecutive trading days for market capitalization | 20 days | |||
Expiration period from IPO | 24 months | |||
Weighted-average grant date fair value of restricted shares | $ / shares | $ 0.70 | |||
Expected term | 2 years 4 months 24 days |
Share-based Compensation - Fa50
Share-based Compensation - Fair Value Assumptions for Employee Stock Purchase Plan (Detail) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0.00% | |
ESPP [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Volatility | 65.80% | |
Volatility, minimum | 83.10% | |
Volatility, maximum | 84.60% | |
Risk-free interest rate | 0.20% | |
Risk-free interest rate, minimum | 0.40% | |
Risk-free interest rate, maximum | 0.50% | |
Dividend yield | 0.00% | 0.00% |
Share-based Compensation - St51
Share-based Compensation - Stock-based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 9,235 | $ 3,223 | $ 350 |
Employee [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 9,003 | 2,359 | 333 |
Non-employee [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 232 | 864 | 17 |
Research and Development Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 3,711 | 2,031 | 248 |
General and Administrative Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 5,524 | $ 1,192 | $ 102 |
Share-based Compensation - Unre
Share-based Compensation - Unrecognized Stock-based Compensation Cost (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized compensation cost | $ 13,337 |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost, options | $ 12,766 |
Weighted-average remaining amortization period | 2 years 7 months 6 days |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost, restricted stock awards | $ 522 |
Weighted-average remaining amortization period | 1 year 6 months |
ESPP [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost, restricted stock awards | $ 49 |
Weighted-average remaining amortization period | 1 month 6 days |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Contribution expenses | $ 200,000 | $ 33,000 | $ 19,000 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss before provision for income taxes: | |||
United States | $ (70,103) | $ (46,360) | $ (20,807) |
International | (12,365) | ||
Loss before provision for income taxes | $ (82,468) | $ (46,360) | $ (20,807) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||
Provision for income taxes | $ 0 | $ 0 | $ 0 |
Increase in valuation allowance | 34,000,000 | $ 16,700,000 | $ 8,900,000 |
Federal [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 126,300,000 | ||
Tax credit carryforwards | 13,800,000 | ||
State [Member] | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 151,800,000 | ||
Tax credit carryforwards | $ 2,100,000 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 34.00% | 34.00% | 34.00% |
Non-deductible changes in fair value and other | 3.90% | (4.80%) | (0.60%) |
Federal and state tax credits | 8.30% | 1.40% | 2.40% |
Foreign rate differential | (5.10%) | ||
Change in valuation allowance | (41.10%) | (30.60%) | (35.80%) |
Provision for Taxes | 0.00% | 0.00% | 0.00% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 51,348 | $ 32,561 |
Tax credits | 15,167 | 2,584 |
Property and equipment | 9 | |
Accruals and reserves | 1,739 | 696 |
Stock based compensation | 1,859 | 464 |
Gross deferred tax assets | 70,122 | 36,305 |
Valuation allowance | (70,122) | (36,147) |
Net deferred tax assets | 158 | |
Deferred tax liabilities: | ||
Property and equipment | (158) | |
Net deferred tax | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 1,005 | $ 634 |
Additions based on tax positions related to current year | 4,291 | 371 |
Unrecognized tax benefit - December 31 | $ 5,296 | $ 1,005 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)Board_member | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Related Party Transaction [Line Items] | |||
Related party expenses | $ 65,000 | $ 332,000 | |
Third Rock Ventures [Member] | Board Member that is a Partner in TRV [Member] | |||
Related Party Transaction [Line Items] | |||
Number of board members | Board_member | 1 | ||
Third Rock Ventures [Member] | Management and Advisory Services [Member] | |||
Related Party Transaction [Line Items] | |||
Related party expenses | $ 0 | 65,000 | $ 332,000 |
Outstanding payable | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016ft²Tenants | Dec. 31, 2015ft²Tenants | Oct. 31, 2014ft²Tenants | Dec. 31, 2016USD ($)Company | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2012ft² | |
Commitments and Contingencies Disclosure [Abstract] | |||||||
Facility size | ft² | 20,740 | 20,740 | 20,740 | 16,000 | |||
Initial term | 66 months | ||||||
Number of noncancelable operating leases tenants | Tenants | 3 | 3 | 3 | ||||
Number of companies in Space Sharing Agreement | Company | 2 | ||||||
Reimbursements from Space Sharing Agreement | $ 33,000 | $ 234,000 | |||||
Liabilities for loss contingencies | $ 0 |
Commitments and Contingencies61
Commitments and Contingencies - Future Aggregate Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,017 | $ 1,498 |
2,018 | 380 |
Total | $ 1,878 |
Commitments and Contingencies62
Commitments and Contingencies - Rent Expense (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leases, Rent Expense, Net [Abstract] | |||
Minimum rental | $ 1,272,000 | $ 971,000 | $ 554,000 |
Net reimbursement under Space Sharing Agreement | (10,000) | (54,000) | |
Facility rental expense, net | $ 1,272,000 | $ 961,000 | $ 500,000 |
Net Loss per Share Attributab63
Net Loss per Share Attributable to Common Stockholders - Computation of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | |||||||||||
Net loss | $ (27,208) | $ (20,985) | $ (17,675) | $ (16,600) | $ (15,585) | $ (14,764) | $ (8,594) | $ (7,417) | $ (82,468) | $ (46,360) | $ (20,807) |
Accretion and dividends on redeemable convertible preferred stock | (4,180) | (2,965) | |||||||||
Net loss attributable to common stockholders | $ (27,208) | $ (20,985) | $ (17,675) | $ (16,600) | $ (15,585) | $ (15,551) | $ (10,747) | $ (8,657) | $ (82,468) | $ (50,540) | $ (23,772) |
Denominator: | |||||||||||
Weighted average common shares outstanding | 33,207,382 | 12,806,697 | 1,673,919 | ||||||||
Net loss per share attributable to common stockholders, basic and diluted | $ (0.74) | $ (0.58) | $ (0.58) | $ (0.56) | $ (0.53) | $ (0.90) | $ (4.84) | $ (4.22) | $ (2.48) | $ (3.95) | $ (14.20) |
Net Loss per Share Attributab64
Net Loss per Share Attributable to Common Stockholders - Potentially Dilutive Securities that were Not Included in Diluted per Share Calculations (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share | 3,450,200 | 3,165,566 | 21,823,160 |
Redeemable Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share | 19,746,614 | ||
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share | 2,769,702 | 2,058,787 | 954,567 |
Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share | 672,112 | 1,097,288 | 1,121,979 |
ESPP [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from earnings per share | 8,386 | 9,491 |
Selected Quarterly Financial 65
Selected Quarterly Financial Information (Unaudited) - Selected Consolidated Quarterly Financial Information (Unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Loss from operations | $ (27,460) | $ (21,144) | $ (17,806) | $ (16,717) | $ (15,598) | $ (14,775) | $ (8,600) | $ (7,420) | $ (83,127) | $ (46,393) | $ (20,511) |
Net loss | (27,208) | (20,985) | (17,675) | (16,600) | (15,585) | (14,764) | (8,594) | (7,417) | (82,468) | (46,360) | (20,807) |
Net loss attributable to common shareholders | $ (27,208) | $ (20,985) | $ (17,675) | $ (16,600) | $ (15,585) | $ (15,551) | $ (10,747) | $ (8,657) | $ (82,468) | $ (50,540) | $ (23,772) |
Net loss per share attributable to common shareholders - basic and diluted | $ (0.74) | $ (0.58) | $ (0.58) | $ (0.56) | $ (0.53) | $ (0.90) | $ (4.84) | $ (4.22) | $ (2.48) | $ (3.95) | $ (14.20) |