Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | ONCORUS, INC. | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Central Index Key | 0001671818 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity File Number | 001-39575 | ||
Entity Address, Address Line One | 50 Hampshire Street | ||
Entity Address, Address Line Two | Suite 401 | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Tax Identification Number | 47-3779757 | ||
Entity Address, Postal Zip Code | 02139 | ||
Entity Incorporation, State or Country Code | DE | ||
City Area Code | (857) | ||
Local Phone Number | 320-6400 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding | 25,625,310 | ||
Entity Public Float | $ 467.1 | $ 0 | |
Security Exchange Name | NASDAQ | ||
Trading Symbol | ONCR | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The Registrant intends to file a definitive proxy statement pursuant to Regulation 14A relating to the 2021 Annual Meeting of Stockholders within 120 days of the end of the Registrant’s fiscal year ended December 31, 2020. Portions of such definitive proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 130,305 | $ 45,286 |
Prepaid expenses and other current assets | 3,086 | 615 |
Total current assets | 133,391 | 45,901 |
Property and equipment, net | 4,173 | 4,475 |
Right-of-use asset | 41,372 | |
Restricted cash | 2,877 | |
Other assets | 450 | 450 |
Total assets | 182,263 | 50,826 |
Current liabilities: | ||
Accounts payable | 1,245 | 942 |
Accrued expenses | 3,738 | 3,521 |
Deferred rent | 467 | |
Lease liability - current portion | 993 | |
Other current liabilities | 8 | 8 |
Total current liabilities | 5,984 | 4,938 |
Series B tranche rights (Note 6) | 1,876 | |
Deferred rent, net of current portion | 1,677 | |
Lease liability, net of current portion | 41,615 | |
Total liabilities | 47,599 | 8,491 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value; authorized — 10,000 shares and no shares at December 31, 2020 and 2019, respectively; issued and outstanding — no shares at December 31, 2020 and 2019 | ||
Common stock, $0.0001 par value; authorized — 100,000 shares and 227,000 shares at December 31, 2020 and 2019, respectively; issued and outstanding — 22,599 and 989 shares at December 31, 2020 and 2019, respectively | 2 | |
Additional paid-in capital | 264,487 | |
Accumulated deficit | (129,825) | (74,297) |
Total stockholders’ equity (deficit) | 134,664 | (74,297) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 182,263 | 50,826 |
Series A-1 redeemable convertible preferred stock [Member] | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 63,494 | |
Series B redeemable convertible preferred stock [Member] | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | $ 53,138 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 227,000,000 |
Common Stock, Shares Issued | 22,599,000 | 989,000 |
Common Stock, Shares Outstanding | 22,599,000 | 989,000 |
Series A-1 redeemable convertible preferred stock [Member] | ||
Temporary Equity, Par Value | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 0 | 76,500,000 |
Temporary Equity, Shares Issued | 0 | 76,500,000 |
Temporary Equity, Shares Outstanding | 0 | 76,499,992 |
Series B redeemable convertible preferred stock [Member] | ||
Temporary Equity, Par Value | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 0 | 104,225,000 |
Temporary Equity, Shares Issued | 0 | 62,535,000 |
Temporary Equity, Shares Outstanding | 0 | 62,535,183 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||
Research and development | $ 27,153 | $ 24,047 |
General and administrative | 10,000 | 7,119 |
Total operating expenses | 37,153 | 31,166 |
Loss from operations | (37,153) | (31,166) |
Other income (expense): | ||
Change in fair value of Series B tranche rights | (11,256) | |
Other expense | (33) | (47) |
Interest income | 143 | 509 |
Total other income (expense), net | (11,146) | 462 |
Net loss and comprehensive loss | (48,299) | (30,704) |
Accretion of discount and dividends on redeemable convertible preferred stock | (8,527) | (4,287) |
Net loss attributable to common stockholders | $ (56,826) | $ (34,991) |
Net loss per share attributable to common stockholders—basic and diluted | $ (9.35) | $ (37.42) |
Weighted-average number of common shares outstanding—basic and diluted | 6,080 | 935 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Series A-1 redeemable convertible preferred stock [Member] | Series B redeemable convertible preferred stock [Member] |
Balance at December 31, 2018 at Dec. 31, 2018 | $ 60,893 | |||||
Balance (in shares) at Dec. 31, 2018 | 76,499,992 | |||||
Balance (in shares) at Dec. 31, 2018 | 881,376 | |||||
Balance at Dec. 31, 2018 | $ (40,077) | $ 906 | $ (40,983) | |||
Issuance of Series B preferred stock | $ 51,452 | |||||
Issuance of Series B preferred stock (Shares) | 62,535,183 | |||||
Series A-1 and Series B preferred stock dividends and accretion | (4,287) | (1,677) | (2,610) | |||
Series A-1 and Series B preferred stock dividends and accretion | $ 2,601 | $ 1,686 | ||||
Stock-based compensation expense | 711 | 711 | ||||
Vesting of restricted common stock | 71,312 | |||||
Exercise of options to purchase common stock | 60 | 60 | ||||
Exercise of options to purchase common stock (Shares) | 36,012 | |||||
Net loss | (30,704) | (30,704) | ||||
Balance at December 31, 2019 at Dec. 31, 2019 | $ 63,494 | $ 53,138 | ||||
Balance (in shares) at Dec. 31, 2019 | 76,499,992 | 62,535,183 | ||||
Balance (in shares) at Dec. 31, 2019 | 988,700 | |||||
Balance at Dec. 31, 2019 | (74,297) | (74,297) | ||||
Issuance of Series B preferred stock | $ 35,824 | |||||
Issuance of Series B preferred stock (Shares) | 41,690,117 | |||||
Series A-1 and Series B preferred stock dividends and accretion | (8,527) | (1,298) | (7,229) | |||
Series A-1 and Series B preferred stock dividends and accretion | $ 4,830 | $ 3,696 | ||||
Settlement of Series B tranche rights | $ 13,132 | |||||
Conversion of redeemable convertible preferred stock into common stock | 174,114 | $ 1 | 174,113 | |||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (76,499,992) | (104,225,300) | ||||
Conversion of redeemable convertible preferred stock into common stock | $ (68,324) | $ (105,790) | ||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | 14,951,554 | |||||
Issuance of common stock in initial public offering, net of $8,569 in offering costs | 89,801 | $ 1 | 89,800 | |||
Issuance of common stock in initial public offering, net of $8,569 in offering costs (in shares) | 6,557,991 | |||||
Stock-based compensation expense | 1,738 | 1,738 | ||||
Vesting of restricted common stock | 24,368 | |||||
Exercise of options to purchase common stock | $ 134 | 134 | ||||
Exercise of options to purchase common stock (Shares) | 78,080 | 76,435 | ||||
Net loss | $ (48,299) | (48,299) | ||||
Balance (in shares) at Dec. 31, 2020 | 0 | 0 | ||||
Balance (in shares) at Dec. 31, 2020 | 22,599,048 | |||||
Balance at Dec. 31, 2020 | $ 134,664 | $ 2 | $ 264,487 | $ (129,825) |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Offering costs related to IPO | $ 8,569 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | ||
Net loss | $ (48,299) | $ (30,704) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,373 | 1,071 |
Stock-based compensation | 1,738 | 711 |
Loss on disposal of fixed assets | 4 | 47 |
Change in fair value of Series B tranche rights | 11,256 | |
Changes in: | ||
Prepaid expenses and other current assets | (2,471) | 212 |
Operating lease right-of-use asset | 487 | |
Accounts payable | 284 | (33) |
Accrued expenses and other current liabilities | 217 | 1,915 |
Deferred rent | (423) | |
Operating lease liability | (1,396) | |
Net cash used in operating activities | (36,807) | (27,204) |
Investing activities | ||
Purchase of property and equipment | (1,056) | (977) |
Net cash used in investing activities | (1,056) | (977) |
Financing activities | ||
Proceeds from exercise of options to purchase common stock | 134 | 60 |
Proceeds from issuance of Series B preferred stock and tranche liability | 35,824 | 53,328 |
Proceeds from issuance of common stock, net of issuance costs | 89,801 | |
Net cash provided by financing activities | 125,759 | 53,388 |
Increase in cash and cash equivalents | 87,896 | 25,207 |
Cash, cash equivalents, and restricted cash at beginning of period | 45,286 | 20,079 |
Cash, cash equivalents, and restricted cash at end of period | 133,182 | 45,286 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchase of property and equipment in accounts payable and accrued expenses | 19 | 316 |
Accretion of discount and dividends on preferred stock | 8,527 | $ 4,287 |
Assets acquired under operating leases | 39,052 | |
Settlement of Series B tranche rights | $ 13,132 |
Nature of the Business and Liqu
Nature of the Business and Liquidity | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of the Business and Liquidity | 1. Nature of the Business and Liquidity Oncorus, Inc. (the “Company”) is a clinical stage biopharmaceutical company focused on developing next-generation viral immunotherapies to transform outcomes for cancer patients. Using its two platforms, the Company is developing a pipeline of intratumorally and intravenously administered product candidates designed to selectively attack and kill tumor cells. The Company’s operations to date have focused on organization and staffing, business planning, raising capital, acquiring and developing the Company’s technology, establishing the Company’s intellectual property portfolio, identifying potential product candidates and undertaking preclinical studies, commencing a clinical trial and manufacturing scale-up activities. The Company does not have any product candidates approved for sale and has not generated any revenue from product sales. The Company’s product candidates are subject to long development cycles and the Company may be unsuccessful in its efforts to develop, obtain regulatory approval for or market its product candidates. On September 25, 2020, the Company effected a 1-for-12.0874 reverse stock split of its issued and outstanding common stock and a proportional adjustment to the existing conversion ratios for the outstanding shares of Series A-1 redeemable convertible preferred stock (“Series A-1”), and the Series B redeemable convertible preferred stock (“Series B”). Accordingly, all share and per share amounts for all periods presented in these consolidated financial statements have been retroactively adjusted to reflect the reverse stock split on a retroactive basis. On October 6, 2020, the Company completed an initial public offering (“IPO”), in which the Company issued and sold 5,800,000 shares of its common stock at a public offering price of $15.00 per share. On October 14, 2020, the Company sold an additional 757,991 shares of common stock at a public offering price of $15.00 per share pursuant to the underwriters’ partial exercise of their option to purchase additional shares of common stock. The total gross proceeds from the IPO were $98.4 million and the Company raised approximately $88.3 million in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the Company. Upon the initial closing of the IPO, all of the then outstanding shares of redeemable convertible preferred stock automatically converted into 14,951,554 shares of common stock at the applicable conversion ratio then in effect. Subsequent to the initial closing of the IPO, there were no shares of preferred stock outstanding. In connection with the IPO, the Company filed an amended and restated certificate of incorporation pursuant to which it is authorized to issue up to 100,000,000 shares designated as common stock and 10,000,000 shares designated as preferred stock, all with a par value of $0.0001 per share. In February 2021, the Company completed a follow-on offering public offering of its common stock in which it sold 3,000,000 shares at an offering price of $19.00 per share, resulting in net proceeds of approximately $53.0 million, after deducting underwriting discounts and commissions and estimated offering expenses (See Note 15). The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, possible failure of preclinical studies or clinical trials, the need to obtain marketing approval for its product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, the need to successfully commercialize and gain market acceptance of any of the Company’s products that are approved and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing, and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The Company evaluated its future cash needs and believes that with its current cash and cash equivalents on hand at December 31, 2020, and the net proceeds from its follow-on offering in February 2021, it has sufficient cash and cash equivalents to sustain operations for at least the next twelve months following the filing of this Annual Report on Form 10-K. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the FASB. Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. Principles of Consolidation The accompanying consolidated financial statements of the Company include the accounts of its wholly owned subsidiary, Oncorus Securities Corporation. All intercompany transactions have been eliminated in consolidation. The Company has one operating segment. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, the estimated fair value of the Company’s common stock and share-based awards utilized for stock-based compensation purposes, the Company’s Series B tranche rights (see Note 6), accrued expenses, determination of an incremental borrowing rate for any identified leases for which an implicit discount rate is not easily determinable, and amounts of expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company has all of its cash at one financial institution that management believes to be of high credit quality, in amounts that exceed federally insured limits. Cash equivalents consist of money market funds that invest primarily in U.S. government-backed securities and treasuries. The Company is dependent upon a third-party contract manufacturer and third-party contract research organizations for the performance of portions of its testing for pre-clinical and clinical studies. The Company believes that its relationships with these organizations are satisfactory, and that alternative suppliers of these services are available in the event of the loss of one or more of these suppliers. Research and Development Expenses Research and development expenses are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including compensation-related expenses for research and development personnel, including stock-based compensation expense, preclinical and clinical activities, costs of manufacturing, overhead expenses including facilities and laboratory expenses, materials and supplies, amounts paid to consultants and outside service providers, and depreciation and amortization. Upfront and annual license payments related to acquired technologies or technology licenses which have not yet reached technological feasibility and have no alternative future use are also included in research and development expense for the period in which they are incurred. General and Administrative Expenses General and administrative expenses consist primarily of salaries and related costs, including stock-based compensation expense, for personnel in executive, finance and accounting, business development, operations and administrative functions. General and administrative expenses also include fees for legal, consulting, accounting and audit services as well as insurance, outside service providers, direct and allocated facility and office-related costs and depreciation and amortization. Interest Income on Investments Interest income is separately presented on the consolidated statements of operations and comprehensive loss and consists of interest on cash and cash equivalents. Cash and Cash Equivalents The primary objectives for the Company’s investment portfolio are the preservation of capital and maintenance of liquidity. The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At December 31, 2020 and 2019, cash and cash equivalents include bank demand deposits and money market funds that invest primarily in U.S. government-backed securities and treasuries. Cash equivalents are stated at cost, which is substantially equivalent to fair value. Property and Equipment, Net Property and equipment are recorded at cost. Expenditures for major renewals or betterments that extend the useful lives of property and equipment are capitalized; expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets. Property and equipment are depreciated as follows: ASSET TYPE ESTIMATED USEFUL LIFE Computer equipment and software 3-5 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of lease term or estimated useful life Upon retirement or sale, the cost and related accumulated depreciation and amortization of assets disposed of are removed from the accounts, and any resulting gain or loss is included in loss from operations as a component of other income (expense). Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review were to be performed to evaluate a long-lived asset for recoverability, the Company would compare forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized if estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. Restricted cash The Company maintains a balance in a segregated bank account in connection with a letter of credit for the benefit of the landlord in connection with an operating lease. As of December 31, 2020, restricted cash consisted of $2.9 million held for the benefit of the landlord. This amount has been classified as part of non-current assets on the Company's consolidated balance sheets. The Company includes its restricted cash balance in the cash, cash equivalents and restricted cash reconciliation of operating, investing and financing activities in the consolidated statements of cash flows. The following table provides a reconciliation of cash, cash equivalents and restricted cash in the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): DECEMBER 31, 2020 2019 (in thousands) Cash and cash equivalents $ 130,305 $ 45,286 Restricted cash 2,877 — Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 133,182 $ 45,286 Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 —Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 —Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly, such as quoted market prices, interest rates, and yield curves. Level 3 —Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent a valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s cash equivalents, classified within Level 1, are valued using net asset value per share for the money market funds. The Company’s Series B tranche rights are classified within Level 3 of the fair value hierarchy because they were valued using significant inputs not observable in the market. The valuation of tranche rights used assumptions the Company believed would be made by a market participant. The Company assessed these estimates, through settlement of the rights, on an on-going basis as additional data impacting the assumptions was obtained. Refer to Note 6 for additional information regarding the valuation of the Series B tranche rights. The Company believes that the carrying amounts of prepaid expenses, other current assets, accounts payable, and accrued expenses approximate their fair value due to the short-term nature of those instruments. Research Contract Costs and Accruals The Company has entered into various research service arrangements under which vendors perform various services. The Company records accrued expenses for estimated costs incurred under the arrangements. When evaluating the adequacy of the accrued expenses, the Company analyzes the progress of the studies, trials or other services performed, including invoices received and contracted costs. Judgments and estimates are made in determining the accrued expense balances at the end of each reporting period. Operating Leases As discussed further in “Recently Issued Accounting Pronouncements” Lease Policies for the year ended December 31, 2020 All leases existing as of January 1, 2020 and entered into thereafter are accounted for under ASC 842. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company determines if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset available for use by a lessee. At the lease commencement date, a lease liability is recognized based on the present value of the lease payments not yet paid, discounted using the discount rate for the lease at lease commencement. When readily determinable, the discount rate used to calculate the lease liability is the rate implicit in the lease. As the Company's leases typically do not provide an implicit rate, the Company uses its incremental borrowing rate based on the lease term and economic environment at the lease commencement date. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. With limited exceptions, the nature of the Company's facility leases is such that there are not economic or other conditions that would indicate that it is reasonably certain at lease commencement that the Company will exercise options to extend the term. The Company determines if its lease obligations are operating or finance leases at the lease commencement date and considers whether the lease grants an option to purchase the underlying asset that it is reasonably certain to exercise, the remaining economic life of the underlying asset, the present value of the sum of the remaining lease payments and any residual value guaranteed, and the nature of the asset. The initial measurement of the lease liability is determined based on the future lease payments, which may include lease payments that depend on an index or a rate (such as the consumer price index or other market index). The Company initially measures payments based on an index or rate by using the applicable rate at lease commencement and subsequent changes in such rates are recognized as variable lease costs. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as they are incurred. The Company’s contracts typically do not have variable payments based on index or rate. The Company’s contracts that include a lease component generally include additional services that are transferred to the lessee (e.g., common-area maintenance services), which are non-lease components. Contracts typically also include other costs and fees that do not provide a separate service to the lessee, such as costs paid by the lessee to reimburse the lessor for administrative costs or payment for the lessor’s costs for property taxes, insurance related to the leased asset, and other lessor costs. The Company elected the practical expedient to account for the lease and its associated nonlease components as a single lease component for its real estate leases, including the office, lab, and its manufacturing space. At the lease commencement date, the Company recognizes a right of use (“ROU”) asset representing its right to use the underlying asset over the lease term. If significant events, changes in circumstances, or other events indicate that the lease term has changed, the Company would reassess lease classification, remeasure the lease liability by using revised inputs as of the reassessment date, and adjust the right-of-use asset. These reassessment events are typically related to the exercise of optional renewals or significant new investments in leasehold improvements. The costs of services and costs related to reimbursements of the lessor’s cost are generally variable rent obligations, which are excluded from the future lease payments included in the lease liability. For leases with a term of one year or less, or short-term leases, the Company has elected to not recognize the lease liability for these arrangements and the lease payments are recognized in the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term. The total expense for operating lease liabilities is recognized on a straight-line basis over the lease term, beginning on the lease commencement date. The Company classifies the lease costs within operating expenses consistent with the classification policies for all other operating costs. Lease Policies for the year ended December 31, 2019 The Company records rent expense for its operating lease, which has escalating rent over the term of the lease, on a straight-line basis over the initial effective lease term. The Company begins recognition of rent expense on the date of initial possession, which is generally when the Company enters the space and begins to make improvements in preparation for its intended use. Some of the Company’s facility leases provide for concessions by the landlords, including payments for leasehold improvements considered tenant assets, free rent periods, and other lease inducements. The Company reflects these concessions as deferred rent as of December 31, 2019. The Company accounts for the difference between rent expense and rent paid as deferred rent. Patent Costs The Company expenses patent costs as incurred and records such costs within general and administrative expenses. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. For all periods presented, net loss is the same as comprehensive loss as there are no comprehensive income items. Classification and Measurement of Series A-1 and Series B Redeemable Convertible Preferred Stock Prior to the IPO, the Company classified its Series A-1 and Series B outside of permanent equity because the shares of Series A-1 and Series B contained certain redemption features that resulted in the Series A-1 and Series B being redeemable (i) at the option of the holder or (ii) upon the occurrence of events that were not solely within the control of the Company. As a result of these redemption provisions, the Series A-1 and Series B were recorded outside of permanent equity and were subject to subsequent measurement under the guidance provided under ASC 480-10-S99. While the Series A-1 and Series B were not currently redeemable, the Series A-1 and Series B were probable of becoming redeemable, and the Company elected to recognize changes in the redemption amount over the period from the date of issuance to the earliest possible redemption date. Changes in the redemption amount were recognized as a deemed dividend and presented as a reduction to income attributable to common stockholders. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be realized and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The potential for recovery of deferred tax assets is evaluated by analyzing carryback capacity in periods with taxable income, reversal of existing taxable temporary differences and estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company recognizes any interest and penalties related to uncertain tax positions in income tax expense. Stock-Based Compensation The Company measures all stock options and other stock-based awards granted based on the fair value of the award on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition is recognized in the period of the forfeiture. Generally, the Company issues stock options and restricted stock awards with only service-based vesting conditions and records the expense for these awards using the straight-line method over the requisite service period. For performance-based awards that are awarded, the Company applies the graded-vesting method to the awards once achievement of the performance conditions is considered probable. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model, which requires inputs based on certain subjective assumptions, including the fair value of the Company’s common stock, expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. Prior to the IPO, because there was no public market for the Company’s common stock as a private company, the Company’s board of directors determined the fair value of common stock by considering a number of objective and subjective factors, including having contemporaneous and retrospective valuations of the Company’s equity performed by a third-party valuation specialist, valuations of comparable peer public companies, sales of redeemable convertible preferred stock, operating and financial performance, the lack of liquidity of the Company’s common stock, and general and industry-specific economic outlook. Following the IPO, the closing sale price per share of the Company’s common stock as reported on The Nasdaq Global Market on the date of grant is used to determine the fair value exercise price per share of share-based awards to purchase common stock. As there was no public market for its common stock prior to October 2, 2020, which was the first day of trading, the Company estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. The fair value of each restricted common stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. Net Loss Per Share Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company’s common shares and participating securities. Prior to the IPO, the Company’s Series A-1 and Series B contained participating rights in any dividend paid by the Company and were therefore participating securities. Net loss attributable to common stockholders and participating securities is allocated to each share on an as-converted basis as if all of the earnings for the period had been distributed. However, the participating securities did not include a contractual obligation to share in the losses of the Company and were not included in the calculation of net loss per share in the periods that had a net loss. In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted earnings per share in periods in which they have an anti-dilutive effect on net loss per share. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Diluted net loss per share is equivalent to basic net loss per share for the years presented herein because common stock equivalent shares from the Series A-1, Series B, restricted stock, stock option awards and outstanding warrants to purchase common stock (see Notes 8 and 13) were anti-dilutive. Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. During 2019, the Company incurred $1.5 million of deferred offering costs related to the IPO. These offering costs were expensed at December 31, 2019 due to the expected timing of the IPO. Subsequent Events The Company considers events or transactions that occur after the consolidated balance sheet date but prior to the date the consolidated financial statements are issued for potential recognition or disclosure in the consolidated financial statements. The Company has completed an evaluation of all subsequent events after the audited consolidated balance sheet date of December 31, 2020 through the date the consolidated financial statements were issued, to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements as of December 31, 2020 and events which occurred subsequently but were not recognized in the consolidated financial statements. Refer to Note 15 for disclosure of material subsequent events. Recently Issued Accounting Pronouncements During the quarter ended December 31, 2020 the Company early adopted ASC 842 using the revised modified retrospective approach. The revised modified retrospective approach recognizes the effects of initially applying the new leases standard as a cumulative effect adjustment to retained earnings as of the transition date. Under this election, the provisions of ASC 840 apply to the accounting and disclosures for lease arrangements in the comparative periods in the Company's financial statements. In addition, the Company elected the package of practical expedients permitted under the transition guidance within ASC 842, in which the Company need not reassess (i) the historical lease classification, (ii) whether any expired or existing contract is or contains a lease, or (iii) the initial direct costs for any existing leases. Upon the initial application of ASC 842 on January 1, 2020, or the transition date, lease liabilities were measured by using the remaining minimum rental payments under ASC 840. The Company’s ASC 840 minimum rental payments exclude executory costs and rental payments that depend on an index or rate are calculated based on the rate in effect at the transition date. The lease liability is measured at the present value of future lease payments, discounted using the discount rate as of the transition date. In addition to recognizing the lease liability, the Company recognized a corresponding lease right of use (“ROU”) asset. The ROU asset is initially measured as the amount of lease liability, adjusted for any initial lease costs or lease payments made before or at the commencement of the lease, and reduced by any lease incentives and deferred rent. As of the transition date, the Company’s leases consisted of only operating leases and upon recognition of the lease liability and ROU asset, there was no adjustment to accumulated deficit. The adoption of ASC 842 resulted in the recognition of lease liabilities of $5.0 million (recorded as $1.0 million in short-term lease liabilities and $4.0 million in long-term lease liabilities) and $2.8 million of lease ROU assets as of January 1, 2020. Upon adoption of ASC 842, the Company had lease obligations associated with deferred rent and tenant improvement allowances, totaling $2.1 million, that were reclassified to the lease ROU asset. The adoption of ASC 842 did not materially impact the consolidated statements of operations and comprehensive loss or consolidated statements of cash flows. Additional disclosures related to lease liabilities is included in Note 11. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820)—Disclosure Framework |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): FAIR VALUE MEASUREMENTS AS OF DECEMBER 31, 2020 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Money market funds $ 126,056 $ — $ — $ 126,056 $ 126,056 $ — $ — $ 126,056 FAIR VALUE MEASUREMENTS AS OF DECEMBER 31, 2019 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Money market funds $ 38,430 $ — $ — $ 38,430 $ 38,430 $ — $ — $ 38,430 Liabilities: Series B tranche rights $ — $ — $ 1,876 $ 1,876 $ — $ — $ 1,876 $ 1,876 Information regarding the valuation method and significant assumptions used in valuing the Series B tranche rights is included in Note 6. |
Property Plant and Equipment
Property Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment, net as of December 31, 2020 and 2019 consisted of the following (in thousands): DECEMBER 31, 2020 2019 Laboratory equipment $ 3,767 $ 3,144 Computer equipment and software 221 114 Furniture and fixtures 306 313 Leasehold improvements 4,098 3,427 Fixed assets not yet placed in service — 328 8,392 7,326 Less accumulated depreciation (4,219 ) (2,851 ) Total property and equipment, net $ 4,173 $ 4,475 Depreciation expense was $1.4 million and $1.1 million for the years ended December 31, 2020 and 2019, respectively, which is included within operating expenses in the consolidated statement of operations and comprehensive loss. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses At December 31, 2020 and 2019, accrued expenses consisted of the following (in thousands): AS OF DECEMBER 31, 2020 2019 Accrued research and development costs $ 1,369 $ 1,614 Accrued compensation 1,661 961 Accrued professional fees 568 564 Miscellaneous accrued expenses 140 382 Total accrued expenses $ 3,738 $ 3,521 |
Series B Tranche Rights
Series B Tranche Rights | 12 Months Ended |
Dec. 31, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Series B Tranche Rights | 6. Series B Tranche Rights Included in the terms of the purchase agreement for the Series B (“Series B Purchase Agreement”) were Series B Tranche Rights granted to the purchasers of the Series B. The Series B Tranche Rights provided the holders with the right to purchase additional shares of Series B, in a second tranche, upon either the achievement by the Company of certain clinical development milestones for the Company’s primary clinical candidate, as set forth in the Series B Purchase Agreement, or upon the election of certain holders of the Series B prior to August 5, 2021. In the second tranche, the Company had the ability to sell up to 41,690,117 shares of Series B at $0.8597 per share. The Company reached the clinical development milestones set forth in the Series B Purchase Agreement in September 2020 and the Company sold 41,690,117 shares of Series B at $0.8597 per share, resulting in total gross proceeds to the Company of $35.8 million. At the time of issuance, the Series B Tranche Rights met the definition of a freestanding financial instrument, as the Series B Tranche Rights were both legally detachable and separately exercisable from the Series B. In addition, the Company determined at the time of issuance that the Series B Tranche Rights met the definition of a liability because the Series B Tranche Rights (i) embodied an obligation to repurchase the Company’s equity shares and (ii) may have required the Company to settle the obligation by transferring assets. As a result, upon issuance, the respective Series B Tranche Rights were initially recorded at fair value and were subsequently re-measured at the end of each reporting period until settlement. Changes in the fair value were recognized as a component of other income (expense) in the consolidated statements of operations and comprehensive loss. At December 31, 2019 and at the end of each reporting period prior to settlement in September 2020, the estimated fair value of the Series B Tranche Rights was determined using a probability weighted present value model that considered the probability of triggering the Series B Tranche Rights through achievement of the clinical development milestones specified in the Series B Purchase Agreement. The Company converted the future values to their present values using a discount rate it considered to be appropriate for probability adjusted cash flows. The estimates were based, in part, on subjective assumptions. Significant assumptions for the Series B Tranche Rights valuations at December 31, 2019 and in 2020, prior to settlement, included an 85% to 90% range of probability of achieving the clinical development milestones and discount rates ranging from 0.2% to 1.9%. The Company remeasured the fair value of the tranche rights for a final time at the date of settlement on September 17, 2020. As the clinical development milestones triggering the tranche closing were achieved, the fair value of the tranche rights at settlement was derived based on the implied intrinsic value of the Series B on the day of the second tranche closing event. The fair value of the Series B at settlement was $1.18 per share and was based on the probability of the conversion of the Series B upon an IPO and the expected value of the shares, on a converted basis, in an IPO. The increase in the probability of the achievement of the milestone, as well as the increase in the fair value of the Series B, resulted in an increase of $11.3 million in the fair value of the Series B Tranche Rights during the year ended December 31, 2020 which was recognized as a loss in the consolidated statement of operations and comprehensive loss. The balance of the Series B Tranche Rights of $13.1 million was reclassified at settlement to increase the Series B carrying value on the consolidated balance sheet. A rollforward of the Series B Tranche Rights liability for the years ended December 31, 2020 and 2019 is as follows (in thousands): SERIES B TRANCHE RIGHTS Balance at December 31, 2018 $ — Issuance of Series B tranche rights liability 1,876 Balance at December 31, 2019 1,876 Change in fair value 11,256 Settlement of Series B tranche rights liability (13,132 ) Balance at December 31, 2020 $ — |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | 7. Redeemable Convertible Preferred Stock Prior to the closing of the IPO, the Company had 180,725,292 shares of preferred stock, par value $0.0001 per share, in authorized capital, which consisted of 76,499,992 authorized, issued and outstanding shares of Series A-1 and 104,225,300 authorized, issued and outstanding shares of Series B. Upon the IPO closing, all of the outstanding shares of Series A-1 and Series B automatically converted into an aggregate of 14,951,554 shares of common stock at the applicable conversion ratio then in effect. Subsequent to the closing of the IPO and as of December 31, 2020, there were no shares of preferred stock outstanding. In connection with the closing of the IPO, the Company changed its authorized capital to include 10,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share. Issuance of Series B Redeemable Convertible Preferred Stock In August 2019, the Company authorized and agreed to sell 92,477,021 shares of Series B in two tranches. The first tranche closed on dates between August 5, 2019 and August 27, 2019. On those dates, the Company sold a total of 55,486,215 shares of Series B at $0.8597 per share, for gross proceeds to the Company of $47.7 million. In November 2019, the Company authorized and agreed to sell 11,748,279 additional shares of its Series B to new investors on the same terms and conditions as the previous sale of Series B. The first tranche of this sale occurred on November 27, 2019, in which the Company sold 7,048,968 shares of Series B for gross proceeds of $6.1 million. The Company paid $0.4 million of issuance costs related to these sales. In September 2020, the Company achieved the second tranche milestones which related to the clinical development of its lead product candidate, ONCR-177. Upon achievement of the milestones, the Series B investors became obligated to purchase additional shares of Series B in a second tranche closing and the Company issued an aggregate of 41,690,117 shares of Series B at $0.8597 per share, for gross proceeds to the Company of $35.8 million. Upon closing of the second tranche, the Company considered whether there was any potential beneficial conversion feature, concluding that there was not, as the effective conversion price of the Series B was in excess of the fair value of the Company’s common stock. The following is a description of the rights and privileges of the Series B and A-1 prior to their conversion to common stock upon the IPO in October 2020: Liquidation In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the affairs of the Company or Deemed Liquidation Event (as defined below), each holder of a share of Series B was entitled to receive, prior and in preference to any distribution of any assets or surplus funds of the Company to the holders of Series A-1 and common stock, an amount equal to $0.8597 per share, plus any accrued but unpaid dividends. After payment of the full liquidation preference to the holders of Series B, each holder of a share of Series A-1 was entitled to receive, in preference to any distribution of any of the assets or surplus funds of the Company to the holders of common stock, an amount equal to an issuance price of $0.80 per share, plus any accrued but unpaid dividends. If upon such liquidation event, the assets of the Company available for distribution were insufficient to permit payment in full to the holders of the Series B, the proceeds were to be ratably distributed among the holders of Series B. If the assets of the Company available for distribution were sufficient to pay the Series B holders in full, but insufficient to permit payment in full to the holders of Series A-1, the remaining proceeds were to be ratably distributed among the holders of Series A-1. Any remaining proceeds after full payment to the holders of Series B and Series A-1 were available to the holders of Series B, Series A-1 and common stock to share proportionately on an as-converted basis. Unless otherwise elected by 68% of the Series B holders, including certain identified Series B holders, a merger or consolidation involving the Company in which the stockholders of the Company did not own a majority of the outstanding shares of the surviving company was considered to be a Deemed Liquidation Event. A sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company was also considered a Deemed Liquidation Event. Redemption Upon the demand of the holders of at least 68% of the then outstanding shares of Series B, including certain identified Series B holders, but not prior to August 5, 2026, the Company was obligated to redeem from each holder of Series B and Series A-1 on an equal basis, in three annual installments, the then outstanding shares of Series B and A-1 at an amount equal to the greater of (a) the Series B and A-1 at their original issue prices of $0.8597 and $0.80 per share, respectively, plus any declared but unpaid dividends or (b) the then fair market value of the Series B and Series A-1 on the date of receipt of the redemption request. This redemption feature resulted in the Series B and Series A-1 being redeemable at the option of the holder (based on the passage of time). As a result, the Series B and Series A-1 were recorded outside of permanent equity and subject to subsequent measurement under the guidance provided under ASC 480-10-S99. While the Series B and Series A-1 were not then currently redeemable, the Series B and Series A-1 were probable of becoming redeemable, and the Company elected to recognize changes in the redemption amount over the period from the date of issuance to the earliest possible redemption date of the Series B and Series A-1. Changes in the redemption amount were recognized as a deemed dividend and presented as a reduction to income attributable to common stockholders. Conversion Each share of Series B and Series A-1 was convertible at the option of the holder at any time and without the payment of any additional consideration into that number of fully paid and non-assessable shares of common stock as was determined by dividing the original issue price of the Series B or Series A-1 by the conversion price in effect at the time of conversion. The initial conversion prices of the Series B and Series A-1 were equal to the original issuance prices of the Series B and Series A-1, respectively. All outstanding shares of Series B and Series A-1 were automatically convertible into common stock, based upon either: (i) the vote or written consent of holders of at least 68% of the Series B outstanding at that time, including certain identified Series B holders, or (ii) the closing of a firm commitment, underwritten initial public offering, in which the aggregate proceeds to the Company were at least $50.0 million, and having a valuation of the Company, immediately prior to the initial public offering, of at least $200.0 million. Pay to Play Requirement All Series B holders were subject to a pay-to-play clause according to which non-participating investors in the second tranche described above would have been required to convert all their Series B to common stock at a conversion ratio of one share of common stock for every 10 shares of Series B. Voting Rights The holders of Series B were entitled to vote, together with the holders of Series A-1 and common stock, on all matters submitted to stockholders for a vote. Each share of Series B and Series A-1 were entitled to the number of votes equal to the number of shares of common stock into which each share of Series B and Series A-1 were convertible at the time of such vote. At all times during which at least 2,250,000 shares of Series A-1 remained outstanding, the holders of the outstanding shares of Series A-1 had the exclusive right, separately from the Series B and common stock, to elect three directors of the Company. The holders of the Series B had the right, exclusively and as a separate class, to elect one director of the Company. Dividends Series B holders were entitled to receive dividends at an annual rate of $0.06877 per share, which accrued from day to day, whether or not such dividends were declared by the Board of Directors, and were cumulative. The dividends were payable only when and if declared by the Board of Directors. The Company could not declare, pay or set aside any dividends on any other shares of capital stock unless the Series B holders first received, or simultaneously received, a dividend in an amount at least equal to the amount of the aggregate accumulated dividends that were accrued but not previously paid, or an amount equal to a formula, which was tied to dividends paid on other classes of stock. Holders of the Series A-1 were entitled to dividends at an annual rate of $0.064 per share. Prior to the issuance of the Series B, Series A-1 dividends were payable only when, as, and if declared by the Board of Directors, and the Company was under no obligation to pay any dividends. Upon the issuance of Series B, the Series A-1 dividend terms were modified such that the Series A-1 dividends became cumulative and began accruing from the dates of original issuance of the Series A-1. Dividends were first payable to the Series B holders and, thereafter, to the holders of Series A-1 in the same manner as in the case of Series B (i.e., accrued dividends not yet paid or a payment formula tied to dividends paid on other classes of stock). That is, upon declaring a dividend to common stock, the holders of the Series B and Series A-1 had a right to receive (i) any unpaid cumulative dividends or (ii) dividends that functioned on an “as-if” converted basis, with the Series B holders having had a dividend preference over the holders of Series A-1 in the order of payout. No dividends were paid to the holders of Series B or Series A-1 prior to the conversion of the redeemable convertible preferred stock into common stock in connection with the IPO. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Statement Of Stockholders Equity [Abstract] | |
Common Stock | 8. Common Stock Each share of common stock is entitled to one vote. The holders of shares of common stock are entitled to receive dividends, if and when declared by the Board of Directors. Prior to the IPO, the voting, dividend, and liquidation rights of the holders of common stock were subject to, and qualified by, the rights, powers, and preferences of the holders of Series B and Series A-1 as described above. Upon the closing of the IPO, the Company changed its authorized capital stock to include 100,000,000 shares designated as common stock with a par value of $0.0001 per share. Restricted Stock The Company issued restricted stock to its founders and certain officers of the Company. In general, the shares of restricted stock vest over a four-year period, with 25% of the shares vesting after one year, followed by monthly vesting over the remaining three years. A summary of non-vested restricted stock during the year ended December 31, 2020 is as follows: AMOUNT WEIGHTED- AVERAGE GRANT DATE FAIR VALUE Balance at December 31, 2019 41,602 $ 1.57 Repurchases — — Issuances — — Vested (24,368 ) 1.57 Balance at December 31, 2020 17,234 $ 1.57 Common Stock Warrants The Company has issued common stock warrants that allow for the holders to purchase an aggregate of 71,544 shares of common stock at $1.21 per share. As of December 31, 2020, all of the common stock warrants were fully exercisable. The common stock warrants expire in 2031. Reserved Shares The Company has reserved shares of common stock for the conversion or exercise of the following securities: DECEMBER 31, 2020 DECEMBER 31, 2019 Conversion of Series A-1 — 6,328,894 Conversion of Series B — 5,173,569 Exercise of common stock warrants 71,544 71,544 Exercise of options to purchase common stock 2,790,746 1,991,066 Vesting of restricted stock 17,234 41,602 Shares available for issuance under the 2016 and 2020 Plans 2,123,440 201,224 Total 5,002,964 13,807,899 |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plan | 9. Equity Incentive Plan The Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”) on March 31, 2016. The Plan, as amended, provided for the granting of stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock awards to employees, directors and non-employees. On September 23, 2020, the Company adopted the 2020 Equity Incentive Plan (the “2020 Plan”), which superseded the 2016 Plan and became effective upon the execution of the underwriting agreement related to the IPO. The 2020 Plan authorizes the award of stock options, restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), restricted stock units (“RSUs”), cash awards, performance awards and stock bonus awards. All option awards under the 2016 Plan and 2020 Plan were and are granted with an exercise price equal to or greater than the market price of the Company’s stock at the date of grant. Option awards generally vest over three to four years. Certain option awards provide for accelerated vesting if there is a change in control as defined in the Plan. Under the 2020 Plan, 2,800,000 shares of common stock, plus any reserved shares not issued or subject to outstanding grants under the 2016 Plan on the effective date of the 2020 Plan, are reserved for issuance pursuant to awards granted under the 2020 Plan. The number of shares reserved for issuance under the 2020 Plan will increase automatically on January 1 of each fiscal year starting on January 1, 2021 and ending on January 1, 2030, by the number of shares equal to the lesser of 5% of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31, or a number as may be determined by the board of directors. At December 31, 2020, there were 2,123,440 shares of common stock available for grant under the 2020 Plan. On January 1, 2021, the plan automatically increased by 1,130,896 shares of common stock. On September 23, 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the execution of the underwriting agreement related to the IPO. The Company has initially reserved 280,000 shares of common stock for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP will increase automatically on January 1 of each fiscal year starting on January 1, 2021 and ending on and including January 1, 2030, by the number of shares equal to the lesser of (a) 1% of the total number of shares of common stock outstanding on the last day of the fiscal year prior to the date of such automatic increase and (b) 560,000 shares, provided that prior to the date of any such increase, the board of directors may determine a less number of shares for such increase. In December 2020, the board of directors determined that there would be no automatic increase in the number of shares of common stock reserved under the ESPP on January 1, 2021. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model using the range of assumptions for the years ended December 31, 2020 and 2019 as noted in the following table: YEARS ENDED DECEMBER 31, 2020 2019 Expected volatility 78.7%-86.3% 77.0%-78.7% Expected dividends 0.0% 0.0% Expected term (in years) 6.1-10 6.1-10 Risk-free rate 0.4%-1.2% 1.4%-2.4% Total stock-based compensation (including both stock option awards and restricted stock) was as follows: YEARS ENDED DECEMBER 31, 2020 2019 (in thousands) General and administrative $ 964 $ 361 Research and development 774 350 Total stock-based compensation $ 1,738 $ 711 Total stock-based compensation by award type was as follows: YEARS ENDED DECEMBER 31, 2020 2019 (in thousands) Restricted stock $ 33 $ 116 Stock options 1,705 595 Total stock-based compensation $ 1,738 $ 711 In December 2020, the Company granted an employee an option to purchase 113,000 shares of the Company’s common stock having an exercise price per share equal to the fair value of the Company’s common stock on the date of grant. The total fair value of the award was $2.2 million. This grant is included in the outstanding options in the summary table below. The option grant includes three separate tranches (each representing 33% of the total grant) that will each vest four years from the date of grant and each are subject to accelerated vesting in the event that the Company achieves certain defined milestones related to the Company’s manufacturing efforts. As of December 31, 2020, the Company determined that the requisite service period of the award is four years and recorded $0.05 million of expense. Accelerated vesting was not considered to be probable at December 31, 2020. A summary of option activity is presented below: SHARES WEIGHTED- AVERAGE EXERCISE PRICE WEIGHTED- AVERAGE REMAINING CONTRACTUAL TERM (YEARS) AGGREGATE INTRINSIC VALUE (IN THOUSANDS) Outstanding at December 31, 2019 1,991,066 $ 3.41 Granted 888,371 $ 18.12 Exercised (78,080 ) $ 1.83 Canceled, expired or forfeited (10,611 ) $ 3.70 Outstanding at December 31, 2020 2,790,746 $ 8.13 8.6 $ 67,528 Vested and expected to vest at December 31, 2020 2,790,746 $ 8.13 8.6 $ 67,528 Exercisable at December 31, 2020 926,141 $ 2.85 7.7 $ 27,298 The weighted average grant date fair value of options granted to employees, directors and non-employee consultants during the years ended December 31, 2020 and 2019 was $12.88 and $3.26, respectively. The total intrinsic value of options exercised was $0.9 million and $0.1 million for the years ended December 31, 2020 and 2019, respectively. Total unrecognized compensation expense related to stock options amounted to $13.5 million at December 31, 2020 and is expected to be incurred over a weighted-average period of 3.6 years. The total fair value of restricted shares vested during the years ended December 31, 2020 and 2019 was $0.03 million and $0.1 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes Total (benefit from) provision for income taxes for the years ended December 31, 2020 and 2019 consisted of the following (in thousands): DECEMBER 31, 2020 2019 Current income tax expense $ — $ — Deferred income tax benefit 10,994 9,944 Valuation allowance for deferred tax assets (10,994 ) (9,944 ) Deferred income tax expense, net — — Total (benefit from) provision for income taxes $ — $ — A reconciliation of income tax expense (benefit) at the statutory federal income tax rate and income taxes as reflected in the consolidated financial statements is as follows: DECEMBER 31, 2020 2019 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 4.6 6.1 Permanent differences (5.6 ) (0.3 ) Research and development credit benefit 2.8 5.1 Change in valuation allowance (22.8 ) (31.9 ) Effective income tax rate — % — % The Company had a net loss for 2020 and 2019 and no income tax benefit has been recorded due to the full valuation allowance. The components of the Company’s deferred taxes at December 31, 2020 and 2019 are as follows (in thousands): DECEMBER 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards (federal and state) $ 27,761 $ 18,070 Tax credits (federal and state) 4,507 3,129 Accrued expenses and other liabilities — 156 Capitalized research and development expenditures 835 835 Accrued landlord incentive — 430 Stock based compensation 133 88 Lease liabilities 11,640 — Total deferred tax assets 44,876 22,708 Valuation allowance (33,194 ) (22,201 ) Net deferred income tax assets 11,682 507 Deferred tax liabilities: Fixed assets (379 ) (507 ) Right-of-use assets (11,303 ) — Net deferred tax liabilities (11,682 ) (507 ) Net deferred income taxes $ — $ — The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets for each period presented. Management evaluates the positive and negative evidence at each reporting period. The valuation allowance was $33.2 million as of December 31, 2020 and $22.2 million as of December 31, 2019. The increase in the valuation allowance of approximately $11.0 million in 2020 was primarily a result of operating losses generated with no corresponding financial statement benefit. As of December 31, 2020, the Company had net operating loss carryforwards (“NOLs”) for federal income tax purposes of $102.0 million, of which $18.1 million will begin to expire in 2035, and approximately $83.9 million can be carried forward indefinitely. The Company also has $100.4 million of state net operating losses which expire at various dates through 2040. As of December 31, 2020, the Company also had available research and development tax credit carryforwards for federal and state income tax purposes of $3.3 million and $1.5 million, respectively, which begin to expire in 2035 and 2030, respectively. Utilization of the net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the NOLs or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOLs or research and development tax credit carryforwards before utilization. Further, until a study is completed, and any limitation is known, no adjustments have been reflected in the deferred tax asset for NOLs. For the year ended December 31, 2020, the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. The Company had no unrecognized tax benefits or related interest and penalties for the years ended December 31, 2020 and 2019. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. The Company’s tax years are still open under statute from the year of formation to the present. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. The Company set up a Massachusetts securities corporation in 2019. The securities corporation is taxed on its investment income at the rate of 1.32%. The securities corporation was not material to the 2020 tax provision. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 11. Leases The Company’s lease obligations as of December 31, 2020 include an operating lease for its corporate headquarters in Cambridge, Massachusetts, with a seven-year term that expires in January 2024 and includes an optional extension. Rental payments related to the lease commenced in January 2017. In connection with this lease, the Company received cash incentives from the landlord to be used for the construction of leasehold improvements within the facility. The Company received $2.7 million of such incentives, which were recorded as deferred rent in the consolidated balance sheet as of December 31, 2019. The deferred rent, which was being amortized over the lease term, was included as a reduction to the ROU asset upon adoption of ASC 842, as described in Note 2. On December 29, 2020, the Company entered into a lease agreement for approximately 33,518 square feet (the “Pod 4 Portion”), and approximately 54,666 square feet (the “Pod 5 Portion”), of a manufacturing facility located in Andover, Massachusetts. The lease contains a free rent period for each of the Pod 4 Portion and the Pod 5 Portion. The term of the lease will continue for 15 years from the date the monthly rent for the Pod 5 Portion commences, or approximately until December 31, 2036, unless earlier terminated in accordance with the terms of the lease. The Company has two options to extend the term of the lease for the entire premises for a period of 10 years each, with rent during the extended term being based on the then-prevailing market rental rate. Under the lease, the monthly rent payments for the Pod 4 Portion are expected to commence on October 1, 2021, reflecting an approximately nine-month rent-free period following the execution of the lease. The Company has a right to occupy the Pod 4 Portion prior to the Pod 4 rent commencement date, subject to the completion of tenant improvements, and would be responsible for proportional base rent payments, utilities, and the Company’s proportionate share of operating costs and taxes attributable to the Pod 4 Portion, provided that such payments of base rent for the occupancy of the Pod 4 Portion would commence no earlier than July 1, 2021 in any event. Beginning on the Pod 4 rent commencement date, the Company will be obligated to make monthly base rent payments, which will initially be approximately $0.1 million and will increase to approximately $0.2 million during the initial term of the lease. The monthly rent payments for the Pod 5 Portion are expected to commence on January 1, 2022, reflecting an approximately one-year rent-free period following the execution of the lease. Beginning on the Pod 5 rent commencement date, the Company will be obligated to make monthly base rent payments, which will initially be approximately $0.2 million and will increase to approximately $0.3 million during the initial term of the lease. The total lease commitment is expected to be approximately $72.0 million over the 15-year term. The Company also agreed to provide the landlord with a $2.9 million letter of credit as support for its obligations under the lease. The lease provides a lease incentive related to leasehold improvements of approximately $13.2 million. As construction related to leasehold improvements is performed over the life of the lease, the right-of-use asset and lease liability will be adjusted on a prospective basis to reflect any payments relating to the lease incentive. As of December 31, 2020, the leased premises were available for the Company’s use and therefore the lease commenced. The lease payments include fixed base rent payments and variable rents for certain shared facility operating and other costs. During the years ended December 31, 2020 and 2019, the Company recognized total rent expense of $1.0 million and $1.0 million, respectively, related to office and lab space under the leases. The amount of variable rent expense and rent for short-term leases for these periods was $0.6 million and $0.5 million, respectively. Other supplemental information related to leases was as follows as of December 31, 2020: (in thousands) Year Ended, December 31, 2020 Weighted average remaining lease term 14.5 years Weighted average discount rate 8.5% Cash paid for amounts included in the measurement of lease liabilities $ 1,924 The ROU assets obtained in exchange for lease obligations in the year ended December 31, 2020 were $39.1 million. Maturities of operating lease liabilities were as follows as of December 31, 2020 (in thousands): Year Amount 2021 $ 2,148 2022 5,520 2023 5,686 2024 4,240 2025 4,317 Thereafter 56,956 Total lease payments 78,867 Less imputed interest (36,259 ) Total lease liabilities $ 42,608 Current portion 993 Long-term portion 41,615 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies License and Royalty Agreements The Company has entered into license and royalty agreements for intellectual property with certain parties. Such arrangements require ongoing payments, including payments upon the achievement of certain development, regulatory and commercial milestones, receipt of sublicense income, as well as royalties on commercial sales. Payments under these arrangements are expensed as incurred. In connection with the first patient dosing in the Company’s clinical trial in June 2020, the Company became obligated to make certain milestone payments totaling $0.8 million. The Company’s material license and collaboration agreements are summarized below. Ospedale San Raffaele S.r.l. and Fondazione Telethon In December 2015, the Company entered into a license agreement with Ospedale San Raffaele S.r.l. and Fondazione Telethon, as amended, for the use of certain patents and technology. The Company made an initial payment of $0.1 million, which amount was recorded as research and development expense. Under the terms of the license, the Company is required to pay an annual maintenance fee, up to $3.9 million in milestone payments for the first indication, up to $5.7 million in milestone payments for each subsequent indication and a low single digit tiered royalty on net sales of any covered products. The agreement terminates upon the expiration of the last remaining royalty obligation for a licensed product. University of Pittsburgh In March 2016, the Company entered into a license agreement, as amended, with University of Pittsburgh for the use of certain patents and technology. The Company made an initial payment of $0.1 million, which amount was recorded as research and development expense. Under the terms of the license, the Company is required to pay an annual maintenance fee and up to $2.6 million in milestone payments through first commercial product sale and a low single digit royalty on net product revenue, subject to annual minimum amounts, through the expiration of the patent claims. Northwestern University In December 2018, the Company entered into a license agreement with Northwestern University for the use of certain patents and technology. The Company made an initial payment of $0.1 million, which amount was recorded as research and development expense. Under the terms of the license, the Company is required to pay an annual maintenance fee and up to $4.1 million in milestone payments through the first commercial product sale and an annual low single digit royalty on net sales, subject to annual minimum amounts, through the later of ten years from the first commercial sale or the expiration of the patent claims. WuXi Biologics Ireland Limited In July 2019, the Company entered into a license agreement with an entity for the use of certain patents and technology. Under the terms of the license, the Company agreed to an initial license payment of $0.3 million and is required to pay milestone payments for the first product developed, as well as additional products, in addition to royalties on net product revenue. For the first product developed, the Company is required to pay up to $8.0 million in certain clinical milestone payments. For the first three products developed, the Company is also required to pay up to $27.0 million in commercial milestone payments for each product that achieves specified net sales levels along with product approvals in several countries. The Company also agreed to pay tiered royalties on net sales of licensed products ranging in the low-single digits. The obligation to pay royalties under the license agreement expires on a licensed product-by-licensed product and country-by-country basis upon expiry of the last valid claim of the licensed patents that cover such licensed product in such country. Related Party License and Royalty Agreements Certain investors are entitled to receive, in the aggregate, a royalty from the Company equal to 1% of net sales of Company products discovered or developed prior to an IPO by the Company. The royalty obligation expires upon the later of twelve years from the first commercial sale or the expiration of the patent. The Company entered into a patent assignment agreement with an investor under which that investor would receive $1.0 million upon regulatory approval of a product in the United States and an annual low single-digit royalty on net product revenue. The Company is not currently developing any product candidates using the patent that was assigned to the Company. In September 2016, the Company entered into a sublicense agreement with an entity affiliated with a stockholder of the Company for the use of certain patents and technology. Under the terms of the license, the Company is required to pay up to $7.6 million in milestone payments through first commercial product sale and an annual mid-single digit royalty on net sales through the expiration of the patent claims. This agreement was terminated in May 2020. Litigation The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share The following securities that could potentially dilute basic net loss per share in the future were not included in the computation of diluted net loss per share for the periods presented, because to do so would have been antidilutive: YEARS ENDED DECEMBER 31, 2020 2019 Series A-1 — 6,328,894 Series B — 5,173,569 Outstanding stock options 2,790,746 1,991,066 Restricted stock 17,234 41,602 Common stock warrants 71,544 71,544 Total 2,879,524 13,606,675 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | 14. Retirement Plan The Company has a tax-qualified employee savings and retirement plan under Section 401(k) of the Code, covering all qualified employees. Participants may elect a salary deferral up to the statutorily prescribed annual limit for tax-deferred contributions. The Company did not make any matching contributions in 2019 or 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On February 17, 2021, the Company completed a follow-on public offering in which it sold 3,000,000 shares of common stock at an offering price of $19.00 per share, resulting in net proceeds of approximately $53.0 million, after deducting underwriting discounts and commissions and estimated offering costs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the FASB. |
Going Concern | Going Concern At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of the Company include the accounts of its wholly owned subsidiary, Oncorus Securities Corporation. All intercompany transactions have been eliminated in consolidation. The Company has one operating segment. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, the estimated fair value of the Company’s common stock and share-based awards utilized for stock-based compensation purposes, the Company’s Series B tranche rights (see Note 6), accrued expenses, determination of an incremental borrowing rate for any identified leases for which an implicit discount rate is not easily determinable, and amounts of expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. |
Concentration of Credit Risk and of Significant Suppliers | Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company has all of its cash at one financial institution that management believes to be of high credit quality, in amounts that exceed federally insured limits. Cash equivalents consist of money market funds that invest primarily in U.S. government-backed securities and treasuries. The Company is dependent upon a third-party contract manufacturer and third-party contract research organizations for the performance of portions of its testing for pre-clinical and clinical studies. The Company believes that its relationships with these organizations are satisfactory, and that alternative suppliers of these services are available in the event of the loss of one or more of these suppliers. |
Research and Development Expense | Research and Development Expenses Research and development expenses are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including compensation-related expenses for research and development personnel, including stock-based compensation expense, preclinical and clinical activities, costs of manufacturing, overhead expenses including facilities and laboratory expenses, materials and supplies, amounts paid to consultants and outside service providers, and depreciation and amortization. Upfront and annual license payments related to acquired technologies or technology licenses which have not yet reached technological feasibility and have no alternative future use are also included in research and development expense for the period in which they are incurred. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist primarily of salaries and related costs, including stock-based compensation expense, for personnel in executive, finance and accounting, business development, operations and administrative functions. General and administrative expenses also include fees for legal, consulting, accounting and audit services as well as insurance, outside service providers, direct and allocated facility and office-related costs and depreciation and amortization. |
Interest Income on Investments | Interest Income on Investments Interest income is separately presented on the consolidated statements of operations and comprehensive loss and consists of interest on cash and cash equivalents. |
Cash and Cash Equivalents | Cash and Cash Equivalents The primary objectives for the Company’s investment portfolio are the preservation of capital and maintenance of liquidity. The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At December 31, 2020 and 2019, cash and cash equivalents include bank demand deposits and money market funds that invest primarily in U.S. government-backed securities and treasuries. Cash equivalents are stated at cost, which is substantially equivalent to fair value. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost. Expenditures for major renewals or betterments that extend the useful lives of property and equipment are capitalized; expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets. Property and equipment are depreciated as follows: ASSET TYPE ESTIMATED USEFUL LIFE Computer equipment and software 3-5 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of lease term or estimated useful life Upon retirement or sale, the cost and related accumulated depreciation and amortization of assets disposed of are removed from the accounts, and any resulting gain or loss is included in loss from operations as a component of other income (expense). |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review were to be performed to evaluate a long-lived asset for recoverability, the Company would compare forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized if estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. |
Restricted Cash | Restricted cash The Company maintains a balance in a segregated bank account in connection with a letter of credit for the benefit of the landlord in connection with an operating lease. As of December 31, 2020, restricted cash consisted of $2.9 million held for the benefit of the landlord. This amount has been classified as part of non-current assets on the Company's consolidated balance sheets. The Company includes its restricted cash balance in the cash, cash equivalents and restricted cash reconciliation of operating, investing and financing activities in the consolidated statements of cash flows. The following table provides a reconciliation of cash, cash equivalents and restricted cash in the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): DECEMBER 31, 2020 2019 (in thousands) Cash and cash equivalents $ 130,305 $ 45,286 Restricted cash 2,877 — Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 133,182 $ 45,286 |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 —Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 —Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly, such as quoted market prices, interest rates, and yield curves. Level 3 —Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent a valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s cash equivalents, classified within Level 1, are valued using net asset value per share for the money market funds. The Company’s Series B tranche rights are classified within Level 3 of the fair value hierarchy because they were valued using significant inputs not observable in the market. The valuation of tranche rights used assumptions the Company believed would be made by a market participant. The Company assessed these estimates, through settlement of the rights, on an on-going basis as additional data impacting the assumptions was obtained. Refer to Note 6 for additional information regarding the valuation of the Series B tranche rights. The Company believes that the carrying amounts of prepaid expenses, other current assets, accounts payable, and accrued expenses approximate their fair value due to the short-term nature of those instruments. |
Research Contract Costs and Accruals | Research Contract Costs and Accruals The Company has entered into various research service arrangements under which vendors perform various services. The Company records accrued expenses for estimated costs incurred under the arrangements. When evaluating the adequacy of the accrued expenses, the Company analyzes the progress of the studies, trials or other services performed, including invoices received and contracted costs. Judgments and estimates are made in determining the accrued expense balances at the end of each reporting period. |
Operating Leases | Operating Leases As discussed further in “Recently Issued Accounting Pronouncements” Lease Policies for the year ended December 31, 2020 All leases existing as of January 1, 2020 and entered into thereafter are accounted for under ASC 842. Under ASC 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company determines if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset available for use by a lessee. At the lease commencement date, a lease liability is recognized based on the present value of the lease payments not yet paid, discounted using the discount rate for the lease at lease commencement. When readily determinable, the discount rate used to calculate the lease liability is the rate implicit in the lease. As the Company's leases typically do not provide an implicit rate, the Company uses its incremental borrowing rate based on the lease term and economic environment at the lease commencement date. The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. With limited exceptions, the nature of the Company's facility leases is such that there are not economic or other conditions that would indicate that it is reasonably certain at lease commencement that the Company will exercise options to extend the term. The Company determines if its lease obligations are operating or finance leases at the lease commencement date and considers whether the lease grants an option to purchase the underlying asset that it is reasonably certain to exercise, the remaining economic life of the underlying asset, the present value of the sum of the remaining lease payments and any residual value guaranteed, and the nature of the asset. The initial measurement of the lease liability is determined based on the future lease payments, which may include lease payments that depend on an index or a rate (such as the consumer price index or other market index). The Company initially measures payments based on an index or rate by using the applicable rate at lease commencement and subsequent changes in such rates are recognized as variable lease costs. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as they are incurred. The Company’s contracts typically do not have variable payments based on index or rate. The Company’s contracts that include a lease component generally include additional services that are transferred to the lessee (e.g., common-area maintenance services), which are non-lease components. Contracts typically also include other costs and fees that do not provide a separate service to the lessee, such as costs paid by the lessee to reimburse the lessor for administrative costs or payment for the lessor’s costs for property taxes, insurance related to the leased asset, and other lessor costs. The Company elected the practical expedient to account for the lease and its associated nonlease components as a single lease component for its real estate leases, including the office, lab, and its manufacturing space. At the lease commencement date, the Company recognizes a right of use (“ROU”) asset representing its right to use the underlying asset over the lease term. If significant events, changes in circumstances, or other events indicate that the lease term has changed, the Company would reassess lease classification, remeasure the lease liability by using revised inputs as of the reassessment date, and adjust the right-of-use asset. These reassessment events are typically related to the exercise of optional renewals or significant new investments in leasehold improvements. The costs of services and costs related to reimbursements of the lessor’s cost are generally variable rent obligations, which are excluded from the future lease payments included in the lease liability. For leases with a term of one year or less, or short-term leases, the Company has elected to not recognize the lease liability for these arrangements and the lease payments are recognized in the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term. The total expense for operating lease liabilities is recognized on a straight-line basis over the lease term, beginning on the lease commencement date. The Company classifies the lease costs within operating expenses consistent with the classification policies for all other operating costs. Lease Policies for the year ended December 31, 2019 The Company records rent expense for its operating lease, which has escalating rent over the term of the lease, on a straight-line basis over the initial effective lease term. The Company begins recognition of rent expense on the date of initial possession, which is generally when the Company enters the space and begins to make improvements in preparation for its intended use. Some of the Company’s facility leases provide for concessions by the landlords, including payments for leasehold improvements considered tenant assets, free rent periods, and other lease inducements. The Company reflects these concessions as deferred rent as of December 31, 2019. The Company accounts for the difference between rent expense and rent paid as deferred rent. |
Patent Costs | Patent Costs The Company expenses patent costs as incurred and records such costs within general and administrative expenses. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. For all periods presented, net loss is the same as comprehensive loss as there are no comprehensive income items. |
Classification and Measurement of Series A-1 and Series B Redeemable Convertible Preferred Stock | Classification and Measurement of Series A-1 and Series B Redeemable Convertible Preferred Stock Prior to the IPO, the Company classified its Series A-1 and Series B outside of permanent equity because the shares of Series A-1 and Series B contained certain redemption features that resulted in the Series A-1 and Series B being redeemable (i) at the option of the holder or (ii) upon the occurrence of events that were not solely within the control of the Company. As a result of these redemption provisions, the Series A-1 and Series B were recorded outside of permanent equity and were subject to subsequent measurement under the guidance provided under ASC 480-10-S99. While the Series A-1 and Series B were not currently redeemable, the Series A-1 and Series B were probable of becoming redeemable, and the Company elected to recognize changes in the redemption amount over the period from the date of issuance to the earliest possible redemption date. Changes in the redemption amount were recognized as a deemed dividend and presented as a reduction to income attributable to common stockholders. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be realized and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. The potential for recovery of deferred tax assets is evaluated by analyzing carryback capacity in periods with taxable income, reversal of existing taxable temporary differences and estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company recognizes any interest and penalties related to uncertain tax positions in income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company measures all stock options and other stock-based awards granted based on the fair value of the award on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition is recognized in the period of the forfeiture. Generally, the Company issues stock options and restricted stock awards with only service-based vesting conditions and records the expense for these awards using the straight-line method over the requisite service period. For performance-based awards that are awarded, the Company applies the graded-vesting method to the awards once achievement of the performance conditions is considered probable. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model, which requires inputs based on certain subjective assumptions, including the fair value of the Company’s common stock, expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. Prior to the IPO, because there was no public market for the Company’s common stock as a private company, the Company’s board of directors determined the fair value of common stock by considering a number of objective and subjective factors, including having contemporaneous and retrospective valuations of the Company’s equity performed by a third-party valuation specialist, valuations of comparable peer public companies, sales of redeemable convertible preferred stock, operating and financial performance, the lack of liquidity of the Company’s common stock, and general and industry-specific economic outlook. Following the IPO, the closing sale price per share of the Company’s common stock as reported on The Nasdaq Global Market on the date of grant is used to determine the fair value exercise price per share of share-based awards to purchase common stock. As there was no public market for its common stock prior to October 2, 2020, which was the first day of trading, the Company estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. The fair value of each restricted common stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. |
Net Loss Per Share | Net Loss Per Share Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company’s common shares and participating securities. Prior to the IPO, the Company’s Series A-1 and Series B contained participating rights in any dividend paid by the Company and were therefore participating securities. Net loss attributable to common stockholders and participating securities is allocated to each share on an as-converted basis as if all of the earnings for the period had been distributed. However, the participating securities did not include a contractual obligation to share in the losses of the Company and were not included in the calculation of net loss per share in the periods that had a net loss. In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted earnings per share in periods in which they have an anti-dilutive effect on net loss per share. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Diluted net loss per share is equivalent to basic net loss per share for the years presented herein because common stock equivalent shares from the Series A-1, Series B, restricted stock, stock option awards and outstanding warrants to purchase common stock (see Notes 8 and 13) were anti-dilutive. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. During 2019, the Company incurred $1.5 million of deferred offering costs related to the IPO. These offering costs were expensed at December 31, 2019 due to the expected timing of the IPO. |
Subsequent Events | Subsequent Events The Company considers events or transactions that occur after the consolidated balance sheet date but prior to the date the consolidated financial statements are issued for potential recognition or disclosure in the consolidated financial statements. The Company has completed an evaluation of all subsequent events after the audited consolidated balance sheet date of December 31, 2020 through the date the consolidated financial statements were issued, to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements as of December 31, 2020 and events which occurred subsequently but were not recognized in the consolidated financial statements. Refer to Note 15 for disclosure of material subsequent events. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements During the quarter ended December 31, 2020 the Company early adopted ASC 842 using the revised modified retrospective approach. The revised modified retrospective approach recognizes the effects of initially applying the new leases standard as a cumulative effect adjustment to retained earnings as of the transition date. Under this election, the provisions of ASC 840 apply to the accounting and disclosures for lease arrangements in the comparative periods in the Company's financial statements. In addition, the Company elected the package of practical expedients permitted under the transition guidance within ASC 842, in which the Company need not reassess (i) the historical lease classification, (ii) whether any expired or existing contract is or contains a lease, or (iii) the initial direct costs for any existing leases. Upon the initial application of ASC 842 on January 1, 2020, or the transition date, lease liabilities were measured by using the remaining minimum rental payments under ASC 840. The Company’s ASC 840 minimum rental payments exclude executory costs and rental payments that depend on an index or rate are calculated based on the rate in effect at the transition date. The lease liability is measured at the present value of future lease payments, discounted using the discount rate as of the transition date. In addition to recognizing the lease liability, the Company recognized a corresponding lease right of use (“ROU”) asset. The ROU asset is initially measured as the amount of lease liability, adjusted for any initial lease costs or lease payments made before or at the commencement of the lease, and reduced by any lease incentives and deferred rent. As of the transition date, the Company’s leases consisted of only operating leases and upon recognition of the lease liability and ROU asset, there was no adjustment to accumulated deficit. The adoption of ASC 842 resulted in the recognition of lease liabilities of $5.0 million (recorded as $1.0 million in short-term lease liabilities and $4.0 million in long-term lease liabilities) and $2.8 million of lease ROU assets as of January 1, 2020. Upon adoption of ASC 842, the Company had lease obligations associated with deferred rent and tenant improvement allowances, totaling $2.1 million, that were reclassified to the lease ROU asset. The adoption of ASC 842 did not materially impact the consolidated statements of operations and comprehensive loss or consolidated statements of cash flows. Additional disclosures related to lease liabilities is included in Note 11. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820)—Disclosure Framework |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Property, Plant and Equipment | Property and equipment are depreciated as follows: ASSET TYPE ESTIMATED USEFUL LIFE Computer equipment and software 3-5 years Furniture and fixtures 5 years Laboratory equipment 5 years Leasehold improvements Shorter of lease term or estimated useful life |
Summary of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash in the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): DECEMBER 31, 2020 2019 (in thousands) Cash and cash equivalents $ 130,305 $ 45,286 Restricted cash 2,877 — Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 133,182 $ 45,286 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): FAIR VALUE MEASUREMENTS AS OF DECEMBER 31, 2020 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Money market funds $ 126,056 $ — $ — $ 126,056 $ 126,056 $ — $ — $ 126,056 FAIR VALUE MEASUREMENTS AS OF DECEMBER 31, 2019 LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Assets: Money market funds $ 38,430 $ — $ — $ 38,430 $ 38,430 $ — $ — $ 38,430 Liabilities: Series B tranche rights $ — $ — $ 1,876 $ 1,876 $ — $ — $ 1,876 $ 1,876 |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Propertyplantandequipmentabstract [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net as of December 31, 2020 and 2019 consisted of the following (in thousands): DECEMBER 31, 2020 2019 Laboratory equipment $ 3,767 $ 3,144 Computer equipment and software 221 114 Furniture and fixtures 306 313 Leasehold improvements 4,098 3,427 Fixed assets not yet placed in service — 328 8,392 7,326 Less accumulated depreciation (4,219 ) (2,851 ) Total property and equipment, net $ 4,173 $ 4,475 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses | At December 31, 2020 and 2019, accrued expenses consisted of the following (in thousands): AS OF DECEMBER 31, 2020 2019 Accrued research and development costs $ 1,369 $ 1,614 Accrued compensation 1,661 961 Accrued professional fees 568 564 Miscellaneous accrued expenses 140 382 Total accrued expenses $ 3,738 $ 3,521 |
Series B Tranche Rights (Tables
Series B Tranche Rights (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Series B Tranche Rights liability | A rollforward of the Series B Tranche Rights liability for the years ended December 31, 2020 and 2019 is as follows (in thousands): SERIES B TRANCHE RIGHTS Balance at December 31, 2018 $ — Issuance of Series B tranche rights liability 1,876 Balance at December 31, 2019 1,876 Change in fair value 11,256 Settlement of Series B tranche rights liability (13,132 ) Balance at December 31, 2020 $ — |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Non-vested Restricted Stock Activity | A summary of non-vested restricted stock during the year ended December 31, 2020 is as follows: AMOUNT WEIGHTED- AVERAGE GRANT DATE FAIR VALUE Balance at December 31, 2019 41,602 $ 1.57 Repurchases — — Issuances — — Vested (24,368 ) 1.57 Balance at December 31, 2020 17,234 $ 1.57 |
Summary of Reserved Shares of Common Stock | The Company has reserved shares of common stock for the conversion or exercise of the following securities: DECEMBER 31, 2020 DECEMBER 31, 2019 Conversion of Series A-1 — 6,328,894 Conversion of Series B — 5,173,569 Exercise of common stock warrants 71,544 71,544 Exercise of options to purchase common stock 2,790,746 1,991,066 Vesting of restricted stock 17,234 41,602 Shares available for issuance under the 2016 and 2020 Plans 2,123,440 201,224 Total 5,002,964 13,807,899 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of fair valuation assumptions of option awards | The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model using the range of assumptions for the years ended December 31, 2020 and 2019 as noted in the following table: YEARS ENDED DECEMBER 31, 2020 2019 Expected volatility 78.7%-86.3% 77.0%-78.7% Expected dividends 0.0% 0.0% Expected term (in years) 6.1-10 6.1-10 Risk-free rate 0.4%-1.2% 1.4%-2.4% |
Summary of Total Stock-based Compensation Including Both Stock Option Awards And Restricted Stock | Total stock-based compensation (including both stock option awards and restricted stock) was as follows: YEARS ENDED DECEMBER 31, 2020 2019 (in thousands) General and administrative $ 964 $ 361 Research and development 774 350 Total stock-based compensation $ 1,738 $ 711 Total stock-based compensation by award type was as follows: YEARS ENDED DECEMBER 31, 2020 2019 (in thousands) Restricted stock $ 33 $ 116 Stock options 1,705 595 Total stock-based compensation $ 1,738 $ 711 |
Summary of Option Activity | A summary of option activity is presented below: SHARES WEIGHTED- AVERAGE EXERCISE PRICE WEIGHTED- AVERAGE REMAINING CONTRACTUAL TERM (YEARS) AGGREGATE INTRINSIC VALUE (IN THOUSANDS) Outstanding at December 31, 2019 1,991,066 $ 3.41 Granted 888,371 $ 18.12 Exercised (78,080 ) $ 1.83 Canceled, expired or forfeited (10,611 ) $ 3.70 Outstanding at December 31, 2020 2,790,746 $ 8.13 8.6 $ 67,528 Vested and expected to vest at December 31, 2020 2,790,746 $ 8.13 8.6 $ 67,528 Exercisable at December 31, 2020 926,141 $ 2.85 7.7 $ 27,298 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Total (Benefit From) Provision for Income Taxes | Total (benefit from) provision for income taxes for the years ended December 31, 2020 and 2019 consisted of the following (in thousands): DECEMBER 31, 2020 2019 Current income tax expense $ — $ — Deferred income tax benefit 10,994 9,944 Valuation allowance for deferred tax assets (10,994 ) (9,944 ) Deferred income tax expense, net — — Total (benefit from) provision for income taxes $ — $ — |
Summary of Reconciliation of Income Tax Expense (Benefit) at the Statutory Federal Income Tax Rate | A reconciliation of income tax expense (benefit) at the statutory federal income tax rate and income taxes as reflected in the consolidated financial statements is as follows: DECEMBER 31, 2020 2019 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax, net of federal benefit 4.6 6.1 Permanent differences (5.6 ) (0.3 ) Research and development credit benefit 2.8 5.1 Change in valuation allowance (22.8 ) (31.9 ) Effective income tax rate — % — % |
Summary of Deferred Tax Assets and Liabilities | The Company had a net loss for 2020 and 2019 and no income tax benefit has been recorded due to the full valuation allowance. The components of the Company’s deferred taxes at December 31, 2020 and 2019 are as follows (in thousands): DECEMBER 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards (federal and state) $ 27,761 $ 18,070 Tax credits (federal and state) 4,507 3,129 Accrued expenses and other liabilities — 156 Capitalized research and development expenditures 835 835 Accrued landlord incentive — 430 Stock based compensation 133 88 Lease liabilities 11,640 — Total deferred tax assets 44,876 22,708 Valuation allowance (33,194 ) (22,201 ) Net deferred income tax assets 11,682 507 Deferred tax liabilities: Fixed assets (379 ) (507 ) Right-of-use assets (11,303 ) — Net deferred tax liabilities (11,682 ) (507 ) Net deferred income taxes $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Summary of Other Supplemental Information Related to Leases | Other supplemental information related to leases was as follows as of December 31, 2020: (in thousands) Year Ended, December 31, 2020 Weighted average remaining lease term 14.5 years Weighted average discount rate 8.5% Cash paid for amounts included in the measurement of lease liabilities $ 1,924 |
Summary of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows as of December 31, 2020 (in thousands): Year Amount 2021 $ 2,148 2022 5,520 2023 5,686 2024 4,240 2025 4,317 Thereafter 56,956 Total lease payments 78,867 Less imputed interest (36,259 ) Total lease liabilities $ 42,608 Current portion 993 Long-term portion 41,615 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share | The following securities that could potentially dilute basic net loss per share in the future were not included in the computation of diluted net loss per share for the periods presented, because to do so would have been antidilutive: YEARS ENDED DECEMBER 31, 2020 2019 Series A-1 — 6,328,894 Series B — 5,173,569 Outstanding stock options 2,790,746 1,991,066 Restricted stock 17,234 41,602 Common stock warrants 71,544 71,544 Total 2,879,524 13,606,675 |
Nature of the Business and Li_2
Nature of the Business and Liquidity - Additional Information (Detail) $ / shares in Units, $ in Thousands | Feb. 17, 2021USD ($)$ / sharesshares | Oct. 14, 2020USD ($)$ / sharesshares | Oct. 06, 2020$ / sharesshares | Sep. 25, 2020 | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Accounting Policies [Line Items] | ||||||
Reverse stock split description | 1-for-12.0874 | |||||
Stockholders' equity note, stock split, conversion ratio | 0.08273078 | |||||
Gross proceeds from issuance initial public offering | $ | $ 98,400 | |||||
Proceeds from issuance of initial public offer | $ | $ 88,300 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 227,000,000 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 0 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Proceeds from issuance of common stock, net of issuance costs | $ | $ 89,801 | |||||
Subsequent Event [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Stock issued during period, shares, new issues | 3,000,000 | |||||
Share issue price | $ / shares | $ 19 | |||||
Proceeds from issuance of common stock, net of issuance costs | $ | $ 53,000 | |||||
Common Stock [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Stock issued during period, shares, new issues | 6,557,991 | |||||
Convertible preferred stock, shares | 14,951,554 | |||||
IPO [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Stock issued during period, shares, new issues | 757,991 | 5,800,000 | ||||
Share issue price | $ / shares | $ 15 | $ 15 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | Sep. 25, 2020 | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Dec. 29, 2020USD ($) | Jan. 01, 2020USD ($) |
Accounting Policies [Line Items] | |||||
Reverse stock split description | 1-for-12.0874 | ||||
Stockholders' equity note, stock split, conversion ratio | 0.08273078 | ||||
Number of operating segments | Segment | 1 | ||||
Restricted cash | $ 2,877,000 | ||||
Variable payments based on index or rate | $ 0 | ||||
Income tax examination, likelihood of unfavorable settlement | greater than 50% | ||||
Share based compensation expenses | $ 1,738,000 | $ 711,000 | |||
Deferred offering costs | $ 1,500,000 | ||||
Operating lease liabilities | 42,608,000 | $ 72,000,000 | |||
Short-term lease liabilities | 993,000 | ||||
Long-term lease liabilities | 41,615,000 | ||||
Right-of-use asset | $ 41,372,000 | ||||
ASC 842 [Member] | |||||
Accounting Policies [Line Items] | |||||
Operating lease liabilities | $ 5,000,000 | ||||
Short-term lease liabilities | 1,000,000 | ||||
Long-term lease liabilities | 4,000,000 | ||||
Right-of-use asset | 2,800,000 | ||||
ASC 842 [Member] | Reclassification [Member] | |||||
Accounting Policies [Line Items] | |||||
Right-of-use asset | $ 2,100,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property, Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Computer Equipment and Software [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Computer Equipment and Software [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Laboratory Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Leaseholds and Leasehold Improvements [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives, term | Shorter of lease term or estimated useful life |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 130,305 | $ 45,286 | |
Restricted cash | 2,877 | ||
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | $ 133,182 | $ 45,286 | $ 20,079 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value On a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 126,056 | $ 38,430 |
Liabilities | 1,876 | |
Series B tranche rights [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 1,876 | |
Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 126,056 | 38,430 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 126,056 | 38,430 |
Level 1 [Member] | Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | $ 126,056 | 38,430 |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 1,876 | |
Level 3 [Member] | Series B tranche rights [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 1,876 |
Property Plant And Equipment -
Property Plant And Equipment - Property and equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 8,392 | $ 7,326 |
Less accumulated depreciation | 4,219 | 2,851 |
Total property and equipment, net | 4,173 | 4,475 |
Laboratory Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,767 | 3,144 |
Computer Equipment and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 221 | 114 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 306 | 313 |
Leaseholds and Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 4,098 | 3,427 |
Fixed assets not yet placed in service [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 328 |
Property Plant And Equipment _2
Property Plant And Equipment - Additional Details (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment Additional Details [Abstract] | ||
Depreciation and amortization | $ 1,373 | $ 1,071 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued research and development costs | $ 1,369 | $ 1,614 |
Accrued compensation | 1,661 | 961 |
Accrued professional fees | 568 | 564 |
Miscellaneous accrued expenses | 140 | 382 |
Total accrued expenses | $ 3,738 | $ 3,521 |
Series B Tranche Rights - Addit
Series B Tranche Rights - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Proceeds from issuance of Series B preferred stock and tranche liability | $ 35,824 | $ 53,328 | ||
Fair value adjustments of rights liability | $ 11,256 | |||
Series B Tranche Rights [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Proceeds from issuance of Series B preferred stock and tranche liability | $ 1,876 | |||
Warrant liability fair value per share | $ 1.18 | |||
Fair value adjustments of rights liability | $ 11,300 | |||
Settlement of Series B tranche rights liability | $ 13,100 | |||
Series B Tranche Rights [Member] | Measurement Input Probability Of Achievement [Member] | Minimum [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrants and rights outstanding measurement | 85.00% | 85.00% | ||
Series B Tranche Rights [Member] | Measurement Input Probability Of Achievement [Member] | Maximum [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrants and rights outstanding measurement | 90.00% | 90.00% | ||
Series B Tranche Rights [Member] | Measurement Input, Discount Rate [Member] | Minimum [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrants and rights outstanding measurement | 0.20% | 0.20% | ||
Series B Tranche Rights [Member] | Measurement Input, Discount Rate [Member] | Maximum [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrants and rights outstanding measurement | 1.90% | 1.90% | ||
Series B [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Issuance of Series B preferred stock (Shares) | 41,690,117 | 41,690,117 | 62,535,183 | |
Share price | $ 0.8597 | $ 0.8597 | $ 0.8597 | |
Settlement of Series B tranche rights liability | $ 13,132 | |||
Series B [Member] | Tranche Two [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Issuance of Series B preferred stock (Shares) | 41,690,117 | 41,690,117 | ||
Share price | $ 0.8597 | $ 0.8597 | $ 0.8597 | |
Proceeds from issuance of Series B preferred stock and tranche liability | $ 35,800 | $ 35,800 |
Series B Tranche Rights - Summa
Series B Tranche Rights - Summary of Series B Tranche Rights Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning Balance | $ 1,876 | |
Issuance of Series B tranche rights liability | 35,824 | $ 53,328 |
Ending Balance | 1,876 | |
Series B Tranche Rights [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning Balance | 1,876 | |
Issuance of Series B tranche rights liability | 1,876 | |
Change in fair value | 11,256 | |
Settlement of Series B tranche rights liability | $ (13,132) | |
Ending Balance | $ 1,876 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - Additional information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 14, 2020 | Nov. 27, 2019 | Aug. 27, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 06, 2020 | Oct. 05, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | Dec. 31, 2018 |
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 0 | 10,000,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Proceeds from issuance of Series B preferred stock and tranche liability | $ 35,824 | $ 53,328 | ||||||||||
Gross proceeds from issuance initial public offering | $ 98,400 | |||||||||||
Minimum [Member] | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Gross proceeds from issuance initial public offering | 50,000 | |||||||||||
Market capitalization | $ 200,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Convertible preferred stock, shares | 14,951,554 | |||||||||||
Redeemable Convertible Preferred Stock [Member] | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Temporary Equity, Shares Authorized | 180,725,292 | |||||||||||
Temporary Equity, Par Value | $ 0.0001 | |||||||||||
Temporary equity, liquidation preference per share | $ 0.80 | |||||||||||
Preferred stock voting rights | Each share of Series B and Series A-1 were entitled to the number of votes equal to the number of shares of common stock into which each share of Series B and Series A-1 were convertible at the time of such vote. | |||||||||||
Series A-1 redeemable convertible preferred stock [Member] | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Temporary Equity, Shares Authorized | 0 | 76,500,000 | 76,499,992 | |||||||||
Temporary Equity, Par Value | $ 0.0001 | $ 0.0001 | ||||||||||
Temporary Equity, Shares Issued | 0 | 76,500,000 | 76,499,992 | |||||||||
Temporary Equity, Shares Outstanding | 0 | 76,499,992 | 76,499,992 | 76,499,992 | ||||||||
Convertible preferred stock, shares | 6,328,894 | |||||||||||
Minimum outstanding shares required for voting rights | 2,250,000 | |||||||||||
Preferred stock dividend per share | $ 0.064 | |||||||||||
Series B redeemable convertible preferred stock [Member] | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Temporary Equity, Shares Authorized | 0 | 104,225,000 | 104,225,300 | 92,477,021 | ||||||||
Temporary Equity, Par Value | $ 0.0001 | $ 0.0001 | ||||||||||
Temporary Equity, Shares Issued | 0 | 62,535,000 | 104,225,300 | |||||||||
Temporary Equity, Shares Outstanding | 0 | 62,535,183 | 104,225,300 | |||||||||
Convertible preferred stock, shares | 5,173,569 | |||||||||||
Issuance of Series B preferred stock (Shares) | 41,690,117 | 41,690,117 | 62,535,183 | |||||||||
Share price | $ 0.8597 | $ 0.8597 | $ 0.8597 | |||||||||
Temporary equity, additional shares authorized | 11,748,279 | |||||||||||
Preferred stock, conversion basis | one share of common stock for every 10 shares of Series B | |||||||||||
Preferred stock dividend per share | $ 0.06877 | |||||||||||
Series B redeemable convertible preferred stock [Member] | Minimum [Member] | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Percentage of consent or vote required for conversion of preferred Shares | 68.00% | |||||||||||
Series B redeemable convertible preferred stock [Member] | Tranche One [Member] | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Issuance of Series B preferred stock (Shares) | 7,048,968 | 55,486,215 | ||||||||||
Share price | $ 0.8597 | |||||||||||
Proceeds from issuance of Series B preferred stock and tranche liability | $ 6,100 | $ 47,700 | ||||||||||
Payments of stock issuance costs | $ 400 | |||||||||||
Series B redeemable convertible preferred stock [Member] | Tranche Two [Member] | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Issuance of Series B preferred stock (Shares) | 41,690,117 | 41,690,117 | ||||||||||
Share price | $ 0.8597 | $ 0.8597 | $ 0.8597 | |||||||||
Proceeds from issuance of Series B preferred stock and tranche liability | $ 35,800 | $ 35,800 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Oct. 14, 2020 | Oct. 06, 2020 | Dec. 31, 2019 | |
Common stock, voting rights | Each share of common stock is entitled to one vote. | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 227,000,000 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Warrants or rights, number of shares called | 71,544 | 71,544 | ||
Common Stock Warrants [Member] | ||||
Warrants or rights, number of shares called | 71,544 | |||
Warrants or rights, exercise price | $ 1.21 | |||
Restricted Stock [Member] | Founders [Member] | ||||
Share-based payment award, award vesting percentage | 25.00% | |||
Share based payment award, award vesting period | 4 years |
Common Stock - Summary of Non-V
Common Stock - Summary of Non-Vested Restricted Stock Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vested | (30,000) | (100,000) |
Restricted Stock [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Balance at December 31, 2019 | 41,602 | |
Vested | (24,368) | |
Balance at December 31, 2020 | 17,234 | 41,602 |
Balance at December 31, 2019 | $ 1.57 | |
Vested | 1.57 | |
Balance at December 31, 2020 | $ 1.57 | $ 1.57 |
Common Stock - Summary of Reser
Common Stock - Summary of Reserved Shares of Common Stock (Detail) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Exercise of common stock warrants | 71,544 | 71,544 |
Exercise of options to purchase common stock | 2,790,746 | 1,991,066 |
Shares available for issuance under the 2016 and 2020 Plans | 2,123,440 | 201,224 |
Total | 5,002,964 | 13,807,899 |
Exercise of options to purchase common stock [Member] | ||
Exercise of options to purchase common stock | 2,790,746 | 1,991,066 |
Restricted Stock [Member] | ||
Vesting of restricted stock | 17,234 | 41,602 |
Conversion of Series A-1 [Member] | ||
Conversion of Series | 6,328,894 | |
Series B [Member] | ||
Conversion of Series | 5,173,569 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2021 | Sep. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total | 5,002,964 | 5,002,964 | 13,807,899 | ||
Shares available for issuance under the 2016 and 2020 Plans | 2,123,440 | 2,123,440 | 201,224 | ||
Share based payment awards options granted | 888,371 | ||||
Share-based payment arrangement, expense | $ 1,738 | $ 711 | |||
Fair value of restricted shares vested | 30,000 | 100,000 | |||
Restricted Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment arrangement, expense | $ 33 | $ 116 | |||
Fair value of restricted shares vested | 24,368 | ||||
2016 and 2020 Plans [Member] | Restricted Stock [Member] | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
2016 and 2020 Plans [Member] | Restricted Stock [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
2020 Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for issuance under the 2016 and 2020 Plans | 2,123,440 | 2,123,440 | |||
2020 Plan [Member] | Subsequent Event [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share based payments shares increase decrease | 1,130,896 | ||||
2020 Plan [Member] | Restricted Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total | 2,800,000 | ||||
Share based payment award description | The number of shares reserved for issuance under the 2020 Plan will increase automatically on January 1 of each fiscal year starting on January 1, 2021 and ending on January 1, 2030, by the number of shares equal to the lesser of 5% of the aggregate number of outstanding shares of common stock as of the immediately preceding December 31, or a number as may be determined by the board of directors. | ||||
2020 Plan [Member] | Restricted Stock [Member] | Subsequent Event [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Aggregate number of outstanding shares of common stock | 5.00% | ||||
Employee stock purchase plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total | 280,000 | ||||
Share based payment award description | The aggregate number of shares reserved for sale under the ESPP will increase automatically on January 1 of each fiscal year starting on January 1, 2021 and ending on and including January 1, 2030, by the number of shares equal to the lesser of (a) 1% of the total number of shares of common stock outstanding on the last day of the fiscal year prior to the date of such automatic increase and (b) 560,000 shares, provided that prior to the date of any such increase, the board of directors may determine a less number of shares for such increase. | ||||
Share based payments shares increase decrease | 560,000 | ||||
Employee stock purchase plan [Member] | Subsequent Event [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share based payments shares increase decrease | 0 | ||||
2016 Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Grant date fair value of stock options granted | $ 12.88 | $ 3.26 | |||
Share-based payment arrangement, expense | $ 50 | ||||
Intrinsic value of options exercised | 900 | $ 100 | |||
Unrecognized compensation expense related to stock options | $ 13,500 | $ 13,500 | |||
Unrecognized compensation expense related to stock options weighted average period | 3 years 7 months 6 days | ||||
2016 Plan [Member] | Restricted Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Share based payment awards options granted | 113,000 | ||||
Grant date fair value of stock options granted | $ 2,200,000 | ||||
Share based payment award, requisite service period | 4 years | ||||
2016 Plan [Member] | Restricted Stock [Member] | Share-based payment arrangement, tranche one [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, award vesting percentage | 33.00% | ||||
2016 Plan [Member] | Restricted Stock [Member] | Share-based payment arrangement, tranche two [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, award vesting percentage | 33.00% | ||||
2016 Plan [Member] | Restricted Stock [Member] | Share-based payment arrangement, tranche three [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based payment award, award vesting percentage | 33.00% |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Fair Valuation Assumptions of Option Awards (Detail) - Option Pricing Model [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 78.70% | 77.00% |
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Risk-free rate | 0.40% | 1.40% |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility | 86.30% | 78.70% |
Expected term (in years) | 10 years | 10 years |
Risk-free rate | 1.20% | 2.40% |
Equity Incentive Plan - Summa_2
Equity Incentive Plan - Summary of Total Stock-based Compensation Including Both Stock Option Awards And Restricted Stock (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expenses | $ 1,738 | $ 711 |
Restricted Stock [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expenses | 33 | 116 |
Exercise of options to purchase common stock [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expenses | 1,705 | 595 |
General and administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expenses | 964 | 361 |
Research and development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation expenses | $ 774 | $ 350 |
Equity Incentive Plan - Summa_3
Equity Incentive Plan - Summary of Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shares, Outstanding | 1,991,066 |
Shares, Granted | 888,371 |
Shares, Exercised | (78,080) |
Shares, Canceled, expired or forfeited | (10,611) |
Shares, Outstanding | 2,790,746 |
Shares, Vested and expected to vest | 2,790,746 |
Shares, Exercisable | 926,141 |
Weighted average exercise price, Outstanding | $ 3.41 |
Weighted average exercise price, Granted | 18.12 |
Weighted average exercise price, Exercised | 1.83 |
Weighted average exercise price, Canceled, expired or forfeited | 3.70 |
Weighted average exercise price, Outstanding | 8.13 |
Weighted average exercise price, Vested and expected to vest | 8.13 |
Weighted average exercise price, Exercisable | $ 2.85 |
Weighted- Average remaining contractual term (years), Outstanding | 8 years 7 months 6 days |
Weighted- Average remaining contractual term (years), Vested and expected to vest | 8 years 7 months 6 days |
Weighted- Average remaining contractual term (years), Exercisable | 7 years 8 months 12 days |
Aggregate intrinsic value, Outstanding | $ 67,528 |
Aggregate intrinsic value, Vested and expected to vest | 67,528 |
Aggregate intrinsic value, Exercisable | $ 27,298 |
Income Taxes - Summary of Total
Income Taxes - Summary of Total (Benefit From) Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Deferred income tax benefit | $ 10,994,000 | $ 9,944,000 |
Valuation allowance for deferred tax assets | (10,994,000) | (9,944,000) |
Total (benefit from) provision for income taxes | $ 0 | $ 0 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Income Tax Expense (Benefit) at Statutory Federal Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||
Federal income tax benefit at statutory rate | 21.00% | 21.00% |
State income tax, net of federal benefit | 4.60% | 6.10% |
Permanent differences | (5.60%) | (0.30%) |
Research and development credit benefit | 2.80% | 5.10% |
Change in valuation allowance | (22.80%) | (31.90%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Mar. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | |||
Income tax benefit | $ 0 | $ 0 | |
Valuation allowance | 33,194,000 | 22,201,000 | |
Increase in valuation allowance | 10,994,000 | 9,944,000 | |
Net operating loss carry forward for federal income tax purpose | 102,000,000 | ||
Net opertaing loss carryforward for state income tax purpose | 100,400,000 | ||
Capitalized research and development expenditures | $ 835,000 | 835,000 | |
Minimum percentage of increase in ownership of stockholders for ownership change | 50.00% | ||
Period over which a minimum 50 percent of increase in ownership is required for ownership change | 3 years | ||
Unrecognized tax benefits, interest and penalties | $ 0 | $ 0 | |
Tax credit, investment, percent | 1.32% | ||
Net operating loss carryback period, CARES Act | 5 years | ||
Alternative minimum tax credit relaxation of adjusted taxable income percentage | 30.00% | ||
Alternative minimum tax credit relaxation of adjusted taxable income percentage, CARES Act | 50.00% | ||
Qualified bonus improvement property tax useful life, CARES Act | 15 years | ||
Qualified bonus improvement property bonus depreciation eligibility, CARES Act | 100.00% | ||
Income tax expense (benefit), CARES Act | $ 0 | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forward subject to expiration | $ 18,100,000 | ||
Operating loss carry forwards expiration year | 2035 | ||
Net opertaing loss carry forward not subject to expiration | $ 83,900,000 | ||
Domestic Tax Authority [Member] | 2035 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Capitalized research and development expenditures | $ 3,300,000 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carry forwards expiration year | 2030 | ||
State and Local Jurisdiction [Member] | 2030 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Capitalized research and development expenditures | $ 1,500,000 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards (federal and state) | $ 27,761 | $ 18,070 |
Tax credits (federal and state) | 4,507 | 3,129 |
Accrued expenses and other liabilities | 156 | |
Capitalized research and development expenditures | 835 | 835 |
Accrued landlord incentive | 430 | |
Stock based compensation | 133 | 88 |
Lease liabilities | 11,640 | |
Total deferred tax assets | 44,876 | 22,708 |
Valuation allowance | (33,194) | (22,201) |
Net deferred income tax assets | 11,682 | 507 |
Deferred tax liabilities: | ||
Fixed assets | (379) | (507) |
Right-of-use assets | (11,303) | |
Net deferred tax liabilities | $ (11,682) | $ (507) |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | Dec. 29, 2020USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Lessee Lease Description [Line Items] | |||
Operating lease terms of contract | 15 years | 7 years | |
Rent expense | $ 600 | $ 500 | |
Operating lease liabilities | $ 72,000 | 42,608 | |
Pledged letter of credit | 2,900 | ||
Lease incentive related to leasehold improvements | $ 13,200 | ||
ROU assets obtained in exchange for lease obligations | 39,100 | ||
Office Space [Member] | |||
Lessee Lease Description [Line Items] | |||
Rent expense | 1,000 | 1,000 | |
Lab Space [Member] | |||
Lessee Lease Description [Line Items] | |||
Rent expense | $ 1,000 | 1,000 | |
POD 4 [Member] | |||
Lessee Lease Description [Line Items] | |||
Lease space | ft² | 33,518 | ||
Rent expense | $ 100 | ||
Increase in rent expense | $ 200 | ||
POD 5 [Member] | |||
Lessee Lease Description [Line Items] | |||
Lease space | ft² | 54,666 | ||
Rent expense | $ 200 | ||
Increase in rent expense | $ 300 | ||
Deferred Rent [Member] | |||
Lessee Lease Description [Line Items] | |||
Cash incentives from the landlord | $ 2,700 |
Leases - Summary of Other Suppl
Leases - Summary of Other Supplemental Information Related to Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Weighted average remaining lease term | 14 years 6 months |
Weighted average discount rate | 8.50% |
Cash paid for amounts included in the measurement of lease liabilities | $ 1,924 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 29, 2020 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2021 | $ 2,148 | |
2022 | 5,520 | |
2023 | 5,686 | |
2024 | 4,240 | |
2025 | 4,317 | |
Thereafter | 56,956 | |
Total lease payments | 78,867 | |
Less imputed interest | (36,259) | |
Total lease liabilities | 42,608 | $ 72,000 |
Current portion | 993 | |
Long-term portion | $ 41,615 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Jun. 30, 2020 | Jul. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2015 |
Potential future milestone payments | $ 7.6 | $ 0.8 | ||||
Conversion of Series A-1 [Member] | ||||||
Percentage of net sales of company products discovered or developed prior to an IPO | 1.00% | |||||
Approval Of Product [Member] | Conversion of Series A-1 [Member] | ||||||
Revenue received on approval of product | $ 1 | |||||
Ospedale San Raffaele Srl and Fondazione Telethon [Member] | ||||||
Potential future milestone payments | $ 5.7 | |||||
Ospedale San Raffaele Srl and Fondazione Telethon [Member] | Annual Membership Fees [Member] | ||||||
Annual maintenance fee | 3.9 | |||||
University of Pittsburgh [Member] | ||||||
Potential future milestone payments | $ 2.6 | |||||
Northwestern University [Member] | ||||||
Potential future milestone payments | $ 4.1 | |||||
WuXi Biologics Ireland Limited [Member] | ||||||
Initial payment made | $ 0.3 | |||||
WuXi Biologics Ireland Limited [Member] | Clinical milestone payments [Member] | ||||||
Potential future milestone payments | 8 | |||||
WuXi Biologics Ireland Limited [Member] | Commercial milestone payments [Member] | ||||||
Potential future milestone payments | $ 27 | |||||
Research and Development Expense [Member] | Ospedale San Raffaele Srl and Fondazione Telethon [Member] | ||||||
Initial payment made | $ 0.1 | |||||
Research and Development Expense [Member] | University of Pittsburgh [Member] | ||||||
Initial payment made | $ 0.1 | |||||
Research and Development Expense [Member] | Northwestern University [Member] | ||||||
Initial payment made | $ 0.1 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Antidilutive Securities Excluded From Computation of Earnings Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 2,879,524 | 13,606,675 |
Conversion of Series A-1 [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 6,328,894 | |
Series B [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 5,173,569 | |
Exercise of options to purchase common stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 2,790,746 | 1,991,066 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 17,234 | 41,602 |
Common stock warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities dilute basic net loss per share | 71,544 | 71,544 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | ||
Company's matching contributions | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 17, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||
Proceeds from sale of common stock | $ 89,801 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock sold during period, shares, new issues | 3,000,000 | |
Share issue price | $ 19 | |
Proceeds from sale of common stock | $ 53,000 |