Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 28, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Trading Symbol | FULC | ||
Security Exchange Name | NASDAQ | ||
Entity Registrant Name | FULCRUM THERAPEUTICS, INC. | ||
Entity Central Index Key | 0001680581 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 23,357,004 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-38978 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-4839948 | ||
Entity Address, Address Line One | 26 Landsdowne Street | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02139 | ||
City Area Code | 617 | ||
Local Phone Number | 651-8851 | ||
Document Transition Report | false | ||
Document Annual Report | true | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 0 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The registrant intends to file a definitive proxy statement pursuant to Regulation 14A relating to the 2020 Annual Meeting of Stockholders within 120 days of the end of the registrant’s fiscal year ended December 31, 2019. 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, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 96,713 | $ 72,797 |
Prepaid expenses and other current assets | 3,370 | 1,298 |
Total current assets | 100,083 | 74,095 |
Property and equipment, net | 9,205 | 10,546 |
Restricted cash | 1,092 | 1,092 |
Other assets | 59 | 38 |
Total assets | 110,439 | 85,771 |
Current liabilities: | ||
Accounts payable | 2,186 | 1,263 |
Accrued expenses and other current liabilities | 5,496 | 2,497 |
Deferred lease incentive, current portion | 469 | 469 |
Deferred revenue, current portion | 3,989 | |
Total current liabilities | 12,140 | 4,229 |
Deferred rent, excluding current portion | 1,559 | 1,402 |
Deferred lease incentive, excluding current portion | 3,521 | 3,990 |
Deferred revenue, excluding current portion | 6,011 | |
Other liabilities, excluding current portion | 55 | 150 |
Total liabilities | 23,286 | 9,771 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized as of December 31, 2019; no shares issued or outstanding as of December 31, 2019 | ||
Common stock, $0.001 par value; 200,000,000 and 135,000,000 shares authorized as of December 31, 2019 and December 31, 2018, respectively; 23,335,514 and 2,791,764 shares issued as of December 31, 2019 and December 31, 2018, respectively; 22,654,444 and 1,587,953 shares outstanding as of December 31, 2019 and December 31, 2018, respectively | 23 | 2 |
Additional paid-in capital | 237,931 | 4,452 |
Accumulated deficit | (150,801) | (68,124) |
Total stockholders’ equity (deficit) | 87,153 | (63,670) |
Total liabilities, convertible preferred stock, and stockholders’ equity (deficit) | $ 110,439 | 85,771 |
Series A Convertible Preferred Stock | ||
Current liabilities: | ||
Convertible preferred stock | 59,909 | |
Series B Convertible Preferred Stock | ||
Current liabilities: | ||
Convertible preferred stock | $ 79,761 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 135,000,000 |
Common stock, shares issued | 23,335,514 | 2,791,764 |
Common stock, shares outstanding | 22,654,444 | 1,587,953 |
Treasury stock, shares | 0 | 67,024 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, share authorized | 0 | 60,000,000 |
Convertible preferred stock, share issued | 0 | 60,000,000 |
Convertible preferred stock, share outstanding | 0 | 60,000,000 |
Series B Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, share authorized | 0 | 40,000,000 |
Convertible preferred stock, share issued | 0 | 40,000,000 |
Convertible preferred stock, share outstanding | 0 | 40,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||
Research and development | $ 71,072 | $ 25,184 |
General and administrative | 13,145 | 8,314 |
Total operating expenses | 84,217 | 33,498 |
Loss from operations | (84,217) | (33,498) |
Other income, net: | ||
Interest income, net | 1,511 | 518 |
Other income | 29 | 392 |
Net loss and comprehensive loss | (82,677) | (32,588) |
Cumulative convertible preferred stock dividends | (7,128) | (6,559) |
Net loss attributable to common stockholders | $ (89,805) | $ (39,147) |
Net loss per share attributable to common stockholders, basic and diluted | $ (8.13) | $ (31.14) |
Weighted average number of common shares used in net loss per share attributable to common stockholders, basic and diluted | 11,046 | 1,257 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit |
Convertible preferred stock, Beginning balance, Shares at Dec. 31, 2017 | 34,666,666 | ||||||
Convertible preferred stock, Beginning balance at Dec. 31, 2017 | $ 34,587 | ||||||
Beginning balance at Dec. 31, 2017 | $ (33,265) | $ 1 | $ 2,270 | $ (35,536) | |||
Beginning balance, Shares at Dec. 31, 2017 | 972,266 | 8,036 | |||||
Issuance of convertible preferred stock | $ 25,322 | $ 79,761 | |||||
Issuance of convertible preferred stock, Shares | 25,333,334 | 40,000,000 | |||||
Issuance of common stock | 24 | $ 1 | 23 | ||||
Issuance of common stock, Shares | 615,687 | ||||||
Repurchase of unvested restricted stock awards | 93,711 | ||||||
Retirement of treasury shares | (34,723) | ||||||
Stock-based compensation expense | 2,159 | 2,159 | |||||
Net loss | (32,588) | (32,588) | |||||
Convertible preferred stock, Ending balance, Shares at Dec. 31, 2018 | 60,000,000 | 40,000,000 | |||||
Convertible preferred stock, Ending balance at Dec. 31, 2018 | $ 59,909 | $ 79,761 | |||||
Ending balance at Dec. 31, 2018 | (63,670) | $ 2 | 4,452 | (68,124) | |||
Ending balance, Shares at Dec. 31, 2018 | 1,587,953 | 67,024 | |||||
Issuance of convertible preferred stock | $ 25,466 | ||||||
Issuance of convertible preferred stock, Shares | 12,500,000 | ||||||
Conversion of convertible preferred stock into common stock | 165,136 | $ 16 | 165,120 | ||||
Conversion of convertible preferred stock into common stock, Shares | (60,000,000) | (52,500,000) | |||||
Conversion of convertible preferred stock into common stock | $ (59,909) | $ (105,227) | |||||
Conversion of convertible preferred stock into common stock, Shares | 16,071,418 | ||||||
Initial public offering net of underwriting discounts, commissions and offering costs | 63,872 | $ 5 | 63,867 | ||||
Initial public offering net of underwriting discounts, commissions and offering costs, Shares | 4,500,000 | ||||||
Issuance of common stock | 268 | 268 | |||||
Issuance of common stock, Shares | 495,073 | ||||||
Repurchase of unvested restricted stock awards | 61,450 | ||||||
Retirement of treasury shares | (128,474) | ||||||
Stock-based compensation expense | 4,224 | 4,224 | |||||
Net loss | (82,677) | (82,677) | |||||
Convertible preferred stock, Ending balance, Shares at Dec. 31, 2019 | 0 | 0 | |||||
Ending balance at Dec. 31, 2019 | $ 87,153 | $ 23 | $ 237,931 | $ (150,801) | |||
Ending balance, Shares at Dec. 31, 2019 | 22,654,444 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) | Dec. 31, 2018$ / shares |
Series A Convertible Preferred Stock | |
Shares issued, price per share | $ 1 |
Series B Convertible Preferred Stock | |
Shares issued, price per share | $ 2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | ||
Net loss | $ (82,677) | $ (32,588) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 2,053 | 1,345 |
Stock-based compensation expense | 4,224 | 2,159 |
In-process research and development expenses | 25,591 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,459) | (40) |
Other assets | (20) | 22 |
Accounts payable | 803 | (20) |
Accrued expenses and other liabilities | 2,949 | 1,223 |
Deferred revenue | 10,000 | |
Deferred rent and deferred lease incentive | 53 | 5,337 |
Net cash used in operating activities | (39,483) | (22,562) |
Investing activities | ||
Purchases of property and equipment | (853) | (8,981) |
Transaction costs associated with asset acquisition | (91) | |
Net cash used in investing activities | (944) | (8,981) |
Financing activities | ||
Proceeds from initial public offering of common stock, net of underwriting discounts and commissions | 64,173 | |
Principal payments on capital lease obligations | (45) | (70) |
Proceeds from issuance of common stock under benefit plans | 249 | 12 |
Net cash provided by financing activities | 64,343 | 105,025 |
Net increase in cash, cash equivalents and restricted cash | 23,916 | 73,482 |
Cash, cash equivalents, and restricted cash, beginning of period | 73,889 | 407 |
Cash, cash equivalents, and restricted cash, end of period | 97,805 | 73,889 |
Supplemental cash flow information | ||
Cash paid for interest | 7 | 10 |
Non-cash investing and financing activities: | ||
Acquisition of in process research and development through issuance of stock | 25,500 | |
Conversion of convertible preferred stock into common stock | 165,136 | |
Property and equipment purchases unpaid at end of period | 34 | 174 |
Public offering costs unpaid at end of period | 301 | |
Cash and cash equivalents | 96,713 | 72,797 |
Restricted cash | 1,092 | 1,092 |
Series A Convertible Preferred Stock | ||
Financing activities | ||
Proceeds from issuance of stock, net of issuance costs | 25,322 | |
Series B Convertible Preferred Stock | ||
Financing activities | ||
Proceeds from issuance of stock, net of issuance costs | $ (34) | $ 79,761 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Fulcrum Therapeutics, Inc. (the “Company” or “Fulcrum”) was incorporated in Delaware on August 18, 2015. The Company is focused on improving the lives of patients with genetically defined rare diseases in areas of high unmet medical need. The Company is subject to a number of risks similar to other companies in the biotechnology industry, including, but not limited to, risks of failure of preclinical studies and clinical trials, dependence on key personnel, protection of proprietary technology, reliance on third party organizations, risks of obtaining regulatory approval for any product candidate that it may develop, development by competitors of technological innovations, compliance with government regulations, and the need to obtain additional financing. 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 infrastructure and extensive compliance-reporting capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Initial Public Offering On July 22, 2019, the Company completed an initial public offering (“IPO”) of its common stock and issued and sold 4,500,000 shares of common stock at a public offering price of $16.00 per share, resulting in net proceeds of $63.9 million after deducting underwriting discounts and commissions and estimated offering expenses. Upon the closing of the IPO, all 112,500,000 shares of outstanding preferred stock automatically converted into 16,071,418 shares of common stock. On July 5, 2019, in connection with the IPO, the Company effected a one-for-seven reverse stock split of the Company’s issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each of the Company’s outstanding series of preferred stock. All share and per share amounts in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. Liquidity The Company has incurred recurring losses and negative cash flows from operations since inception and has primarily funded its operations with proceeds from the IPO, issuances of convertible notes and convertible preferred stock, and an upfront payment received from its collaboration and license agreement (the “Acceleron Collaboration Agreement”) with Acceleron Pharma Inc. (“Acceleron”). As of December 31, 2019, the Company had an accumulated deficit of $150.8 million. The Company expects its operating losses and negative operating cash flows to continue into the foreseeable future as it continues to expand its research and development efforts. The Company expects to finance its future cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. As of the date of issuance of these financial statements, the Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the date of issuance of these financial statements. However, the Company has based this estimate on assumptions that may prove to be wrong, and its operating plan may change as a result of many factors currently unknown to it. As a result, the Company could deplete its capital resources sooner than it currently expects. If the Company is unable to raise additional funds through equity or debt financings when needed, it may be required to delay, limit, reduce or terminate development or future commercialization efforts or grant rights to develop and market product candidates that it would otherwise prefer to develop and market itself. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Fulcrum Therapeutics Securities Corp., which is a Massachusetts subsidiary created to buy, sell, and hold securities. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amount of expenses during the reported periods. Estimates inherent in the preparation of these consolidated financial statements include, but are not limited to, estimates related to revenue recognition, accrued expenses, stock-based compensation expense, the fair value of the common stock and convertible preferred stock prior to the completion of the Company’s IPO, and income taxes. The Company bases its estimates on historical experience and other market specific or other relevant assumptions it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results could differ from those estimates or assumptions. Cash and Cash Equivalents Cash equivalents are highly liquid investments that are readily convertible into cash with original maturities of three months or less when purchased. These assets include investments in money market funds that invest in U.S. Treasury obligations. The Company maintains its bank accounts at major financial institutions. Restricted Cash Restricted cash represents the cash held to secure a letter of credit associated with the Company’s facility lease. Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects the Company’s estimate of amounts that it would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from sources independent from the Company) and to minimize the use of unobservable inputs (the Company’s assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The Company’s cash equivalents are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs to an asset that do not improve or extend its life are charged to operations. Depreciation expense is recorded using the straight-line method over the estimated useful life of the related asset as follows: Estimated Useful Life (in years) Lab equipment 5 Furniture and fixtures 4 Computer equipment 3 Software 3 Leasehold improvements Shorter of useful life or remaining lease term Construction-in-progress is stated at cost, which includes direct costs attributable to the setup or construction of the related asset. Depreciation expense is not recorded on construction-in-progress until the relevant assets are completed and put into use. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the Company’s consolidated statements of operations and comprehensive loss. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use or disposition of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2019 and 2018. Leases Leases are classified at their inception as either operating or capital leases. The Company recognizes rent expense for its facility lease, which is classified as an operating lease, on a straight-line basis over the respective lease term, inclusive of rent escalation provisions and rent holidays. The difference between rent payments made and straight-line rent expense is recorded as deferred rent. Additionally, the Company recognizes tenant improvement allowances for its operating leases as a deferred lease incentive and amortizes the lease incentive as a reduction to rent expense on a straight-line basis over the respective lease term. Revenue Recognition Under ASC 606, Revenue from Contracts with Customers 1) Identify the contract with the customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. 2) Identify the promises and performance obligations in the contract Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, the Company must apply judgment to determine whether promised goods and services are capable of being distinct and distinct in the context of the contract. In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the customer and the availability of the associated expertise in the marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts the estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. Changes to the constraint of variable consideration can have a material effect on the amount of revenue recognized in the period. If an arrangement includes research and development milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control, such as regulatory approvals, are generally not considered probable of being achieved until the underlying events occur or the associated approvals are received. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company assesses its revenue generating arrangements in order to determine whether a significant financing component exists. 4) Allocate the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction consideration is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction consideration to each performance obligation on a relative standalone selling price basis unless the transaction consideration is variable and meets the criteria to be allocated entirely to a single performance obligation or to a distinct service that forms part of a single performance obligation. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company may satisfy performance obligations over time or at a point in time, depending on the nature of the performance obligation. Revenue is recognized over time if the customer simultaneously receives and consumes the benefits provided by the entity’s performance, the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. For revenue that the Company recognizes over time, the Company assesses whether an input or an output method is the appropriate measure of progress associated with the satisfaction of the performance obligation. In determining the appropriate method for measuring progress, the Company considers the nature of the good or service that it has promised to transfer to the customer. Output methods recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract. Input methods recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation. Estimates inherent to the measurement of progress associated with the satisfaction of performance obligations include the total estimated costs to satisfy the associated performance obligation. See Note 9, “Acceleron Collaboration Agreement”, for further information on the application of ASC 606 to the Acceleron Collaboration Agreement. Research and Development Expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including personnel-related expenses such as salaries, payroll taxes, benefits, and stock-based compensation expense, manufacturing and external costs related to outside vendors engaged to conduct both preclinical studies and clinical trials, laboratory supplies, depreciation on and maintenance of research equipment, and the allocable portions of facility costs, such as rent, utilities, repairs and maintenance, depreciation, and general support services. Expenditures relating to research and development are expensed in the period incurred. Non-refundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Research Contract Costs and Accruals The Company has entered into various research and development contracts with research institutions and other companies. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at each reporting period. Actual results could differ from the Company’s estimates. Patent-Related Costs Patent-related costs incurred in connection with patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying statements of operations. Fair Value of Common Stock and Series B Convertible Preferred Stock The Company determined the estimated fair value of common stock prior to the completion of the IPO and Series B convertible preferred stock (the “Series B Preferred Stock”) based on a number of objective and subjective factors, including, but not limited to, external market conditions affecting the biotechnology industry sector, the prices at which the Company sold shares of convertible preferred stock and the superior rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood and potential timing of achieving a liquidity event, such as an initial public offering, in light of prevailing market conditions. The Company utilized valuation methodologies in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, to estimate the fair value of common stock and the Series B Preferred Stock. The methodologies utilized to estimate the fair value of common stock prior to the completion of the IPO included the guideline public company method and/or the precedent transaction method to estimate the equity value, and the option-pricing method or the hybrid method, which is a probability-weighted expected return method, to allocate equity value to the common stock and preferred stock. The Company utilized the hybrid method to estimate the fair value of the Series B Preferred Stock. Significant changes to the key assumptions used in the valuations could result in different fair values of common stock and the Series B Preferred Stock. Stock-Based Compensation The Company measures stock-based awards based on the fair value on the date of grant. Compensation expense associated with those awards is recognized over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has also granted certain stock-based awards with performance-based vesting conditions. The Company records the expense for stock-based awards with performance-based vesting conditions over the remaining service period using an accelerated attribution method when management determines that achievement of the performance condition is probable. At each reporting date, the Company evaluates if the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions. The fair value of each restricted stock award is based on the fair value of the Company’s common stock on the grant date, less any applicable purchase price. The fair value of each stock option is estimated on the grant date 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, the expected stock price volatility, the expected term of the award, the risk-free interest rate, and expected dividends. Expected volatility is calculated based on reported volatility data for a representative group of publicly traded companies for which historical information is available. The historical volatility is calculated based on a period of time commensurate with the assumption used for the expected term. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The Company uses the simplified method, under which the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The Company utilizes this method due to the lack of historical exercise data and the plain nature of its stock-based awards. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on common stock. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll or service costs are classified. 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. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by considering several factors, including estimating the future taxable profits expected, estimating future reversals of existing taxable temporary differences, considering taxable profits in carryback periods, and considering prudent and feasible tax planning strategies. The Company accounts for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in the law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity, and changes in facts or circumstances related to a tax position. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. For the years ended December 31, 2019 and 2018, comprehensive loss was equal to net loss. Net Income (Loss) Per Share The Company applies the two-class method to compute basic and diluted net income (loss) per share attributable to common stockholders when it has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in the earnings as if all income (loss) for the period had been distributed. The Company’s convertible preferred stock participates in any dividends declared by the Company and are therefore considered to be participating securities. The participating securities are not required to participate in the losses of the Company, and therefore during periods of loss there is no allocation required under the two-class method. Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) per share attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding options to purchase common stock, unvested restricted stock awards, and shares of convertible preferred stock are considered potential dilutive common shares. The Company has generated a net loss in all periods presented, and therefore the basic and diluted net loss per share attributable to common stockholders are the same as the inclusion of the potentially dilutive securities would be anti-dilutive. Off-Balance Sheet Risk and Concentrations of Credit Risk The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and restricted cash. The Company’s cash, cash equivalents, and restricted cash are deposited in accounts at large financial institutions. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash, cash equivalents and restricted cash are held. The Company maintains its cash equivalents in money market funds that invest in U.S. Treasury securities. Segment Information Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company and the Company’s chief operating decision-maker, the Company’s chief executive officer, view the Company’s operations and manage its business as a single operating segment. Emerging Growth Company Status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, its consolidated financial statements may not be comparable to companies that comply with public company effective dates for ASUs. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an EGC. Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement Recent Accounting Pronouncements—To Be Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 842): Targeted Improvements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values as of December 31, 2019 and 2018 (in thousands): Fair Value Measurements at December 31, 2019 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 96,713 $ 96,713 $ — $ — Total $ 96,713 $ 96,713 $ — $ — Fair Value Measurements at December 31, 2018 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 72,797 $ 72,797 $ — $ — Total $ 72,797 $ 72,797 $ — $ — There have been no transfers between fair value levels during the years ended December 31, 2019 or 2018. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2019 December 31, 2018 Lab equipment $ 5,710 $ 4,847 Furniture and fixtures 548 542 Computer equipment 512 517 Software 90 90 Leasehold improvements 6,210 6,174 Construction in process 82 334 Total property and equipment 13,152 12,504 Less: accumulated depreciation (3,947 ) (1,958 ) Property and equipment, net $ 9,205 $ 10,546 Depreciation expense for the years ended December 31, 2019 and 2018 was $2.1 million and $1.3 million, respectively. Total property and equipment, gross, as of December 31, 2019 and 2018 included $0.2 million of property and equipment recorded under capital leases. Accumulated depreciation, as of December 31, 2019 and 2018, included $0.1 million and less than $0.1 million, respectively, for property and equipment recorded under capital leases. |
Additional Balance Sheet Detail
Additional Balance Sheet Detail | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Additional Balance Sheet Detail | 5. Additional Balance Sheet Detail Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2019 December 31, 2018 Prepaid expenses $ 2,796 $ 460 Prepaid sign-on bonuses subject to vesting provisions 179 99 Leasehold improvement allowance receivable — 366 Interest income receivable 111 135 Other 284 238 Total prepaid expenses and other current assets $ 3,370 $ 1,298 Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2019 December 31, 2018 External research and development $ 2,250 $ 437 Payroll and benefits 2,239 1,448 Professional services 891 254 Capital lease obligation, current portion 50 46 Restricted stock liability, current portion 17 18 Property and equipment purchases — 174 Other 49 120 Total accrued expenses and other current liabilities $ 5,496 $ 2,497 Future minimum lease payments associated with the Company’s capital lease obligations are less than $0.1 million in each of the years ending December 31, 2020 and 2021. No minimum lease payments associated with the Company’s capital lease obligations are due after December 31, 2021. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 6. Convertible Preferred Stock In July 2016, the Company entered into a Series A convertible preferred stock purchase agreement (the “2016 Stock Purchase Agreement”), which provided for the issuance and sale of up to 55,000,000 shares of Series A convertible preferred stock (the “Series A Preferred Stock”) at a price of $1.00 per share in three tranches, each of which could occur in multiple closings. Included in the terms of the Series A Preferred Stock purchase agreement were tranche rights. The tranche rights obligated the investors in the Series A Preferred Stock to purchase, and the Company to sell, shares of Series A Preferred Stock at $1.00 per share, subject to the achievement of certain milestones related to the Company’s research platform and organizational development. The specified milestones were waivable with the consent of the holders of a majority of the shares of Series A Preferred Stock. During the year ended December 31, 2018, the Company sold 25,333,334 shares of Series A Preferred Stock under the 2016 Stock Purchase Agreement for aggregate proceeds of approximately $25.3 million. The Company incurred issuance costs associated with the 2016 Stock Purchase Agreement of less than $0.1 million during the year ended December 31, 2018. The Company determined that the tranche rights did not meet the definition of a freestanding financial instrument because, while separately exercisable, they were not legally detachable. Further, the Company determined that the embedded future tranche rights did not require bifurcation as they were clearly and closely related to the economic characteristics and risks of the Series A Preferred Stock and did not meet the definition of a derivative on a standalone basis. In August 2018, the Company entered into a Series B convertible preferred stock purchase agreement (the “Series B Stock Purchase Agreement”), pursuant to which the Company sold 40,000,000 shares of Series B Preferred Stock at a purchase price of $2.00 per share for gross proceeds of $80,000,000. In connection with the Series B Stock Purchase Agreement, the Company’s Certificate of Incorporation was amended and restated to authorize the Company to issue 40,000,000 shares of Series B Preferred Stock. During the year ended December 31, 2019, the Company issued 12,500,000 shares of Series B Preferred Stock in connection with the GSK Agreement (Note 10). The rights, privileges, and preferences of the Series B Preferred Stock issued in connection with the GSK Agreement are consistent with the rights, privileges, and preferences of the Series B Preferred Stock issued during the year ended December 31, 2018. The Company assessed the Series A Preferred Stock and the Series B Preferred Stock (together, the “Preferred Stock”) for any beneficial conversion features or embedded derivatives, including the conversion option, that would require bifurcation from the Preferred Stock and receive separate accounting treatment. Based on the Company’s determination that the Preferred Stock is an “equity host,” the Company determined that all features of the Preferred Stock were either clearly and closely related to the equity host or did not meet the definition of a derivative, and therefore do not require bifurcation as a derivative liability. On the date of issuance, the estimated fair value of common stock into which the Preferred Stock was convertible was less than the effective conversion price of the Preferred Stock, and as such, there was no beneficial conversion feature at the commitment dates. As the Preferred Stock was redeemable upon the occurrence of a Deemed Liquidation Event (as defined below), the Preferred Stock has been classified outside of stockholders’ deficit. Since the Preferred Stock was not initially redeemable and the Company determined that it was not probable that it would be redeemable, the carrying value of the Preferred Stock has not been adjusted. No dividends have been declared since inception. Aggregate cumulative dividends associated with the Series A Preferred Stock and the Series B Preferred Stock as of December 31, 2018 were $7.2 million and $2.3 million, respectively. On July 5, 2019, the Company eliminated the gross proceeds threshold of $45.0 million for a firm-commitment underwritten public offering in order to effect an automatic conversion of all outstanding shares of Preferred Stock into common stock upon the closing of the IPO. Upon the completion of the IPO on July 22, 2019, all 112,500,000 shares of outstanding Preferred Stock automatically converted into 16,071,418 shares of common stock. In addition, upon the completion of the IPO, the Company amended and restated its certificate of incorporation to authorize 5,000,000 shares of preferred stock, which shares of preferred stock are currently undesignated. As of December 31, 2019, no shares of preferred stock were issued or outstanding. Prior to the closing of the IPO, the holders of the Preferred Stock had the following rights, privileges, and preferences: Voting Rights The holders of the Preferred Stock were entitled to vote on all matters submitted to stockholders for a vote and had the right to vote the number of shares equal to the number of shares of common stock into which such shares of Preferred Stock could convert on the record date for determination of stockholders entitled to vote. The holders of Preferred Stock voted together with the holders of common stock as a single class, on an as-converted basis, unless otherwise specified by law or the Certificate of Incorporation. For example, the holders of Series A Preferred Stock, exclusively and as a separate class, were entitled to elect one director of the Company and the holders of Series B Preferred Stock, exclusively and as a separate class, were entitled to elect one director of the Company. Conversion Each share of Preferred Stock was convertible, at the option of the holder, at any time, and without the payment of additional consideration by the holder, into such number of fully paid and nonassessable shares of common stock as is determined by dividing the Original Issue Price (as defined below) applicable to such series of Preferred Stock by the Conversion Price (as defined below) applicable to such series of Preferred Stock in effect at the time of conversion. The Original Issue Price was $1.00 per share for Series A Preferred Stock and $2.00 per share for Series B Preferred Stock, each subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock. The Conversion Price was $7.00 per share for Series A Preferred Stock and $14.00 per share for Series B Preferred Stock, each subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization and other adjustments, as set forth in the Company’s Certificate of Incorporation, as amended and/or restated. Each share of Preferred Stock would have been automatically converted into shares of common stock at the then-effective conversion ratio upon either (i) the closing of the sale of shares of common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and, following such offering, the common stock was listed on the New York Stock Exchange or Nasdaq or (ii) the date and time, or the occurrence of an event, specified by the vote or written consent of the holders of at least 65% of the outstanding shares of Preferred Stock. If the holders of at least 65% of the outstanding shares of Preferred Stock approved a mandatory conversion in connection with a proposed Deemed Liquidation Event in which the holders of Series B Preferred Stock would have received less than the full liquidation preference applicable to the Series B Preferred Stock (as discussed below), then the mandatory conversion would have also required the consent of the holders of a majority of the outstanding shares of Series B Preferred Stock, voting together as a separate class. Dividends From the date of issuance of the Series B Preferred Stock, dividends at an annual rate of $0.16 per share accrued on such shares of Series B Preferred Stock, subject to adjustment in the event of any stock split, stock dividend, or other similar recapitalization with respect to the Series B Preferred Stock (the “Series B Accruing Dividends”). From the date of issuance of the Series A Preferred Stock, dividends at an annual rate of $0.08 per share accrued on such shares of Series A Preferred Stock, subject to adjustment in the event of any stock split, stock dividend, or other similar recapitalization with respect to the Series A Preferred Stock (the “Series A Accruing Dividends”, and together with the Series B Accruing Dividends, the “Accruing Dividends”). The Accruing Dividends were cumulative and were payable only when and if declared by the board of directors of the Company or in the event of a liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event. The Company could not declare dividends on the common stock unless the holders of Preferred Stock first received, or simultaneously received, a dividend on each outstanding share of Preferred Stock. No dividends have been declared since inception. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, the holders of shares of Preferred Stock then outstanding would have been entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment was made to the holders of common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the applicable Original Issue Price, plus any applicable Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of Preferred Stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event. After the payment of all preferential amounts required to be paid to the holders of shares of Preferred Stock, the remaining assets of the Company available for distribution to its stockholders would have been distributed among the holders of the shares of common stock, pro rata based on the number of shares held by each such holder. Unless the holders of at least 65% of the outstanding shares of Preferred Stock, voting together as a single class, elected otherwise, a “Deemed Liquidation Event” included (i) a merger or consolidation (other than one in which stockholders of the Company owning a majority by voting power of the outstanding shares of the Company prior to the merger or consolidation continue to own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) or (ii) a sale, lease, transfer, exclusive license, or other disposition by the Company or its subsidiaries of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, or the sale or disposition of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries, taken as a whole, are held by such subsidiaries. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock | 7. Common Stock As of December 31, 2019, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 200,000,000 shares of common stock, $0.001 par value per share. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the Company’s board of directors. No dividends have been declared or paid by the Company since its inception. As of December 31, 2019 and 2018, the Company has reserved for future issuance the following number of shares of common stock: December 31, 2019 December 31, 2018 Shares reserved for conversion of outstanding Series A Preferred Stock — 8,571,427 Shares reserved for conversion of outstanding Series B Preferred Stock — 5,714,277 Shares reserved for future issuance under the 2016 Stock Incentive Plan — 919,030 Shares reserved for exercises of outstanding stock options 2,023,828 507,891 Shares reserved for future issuance under the 2019 Stock Incentive Plan 1,866,694 — Shares reserved for future issuance under the 2019 Employee Stock Purchase Plan 252,142 — 4,142,664 15,712,625 |
Stock-based Compensation Expens
Stock-based Compensation Expense | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation Expense | 8. Stock-based Compensation Expense 2016 Stock Incentive Plan In July 2016, the Company adopted the 2016 Stock Incentive Plan (the “2016 Plan”), which provided for the grant of restricted stock awards, restricted stock units, incentive stock options, non-statutory stock options, and other stock-based awards to the Company’s eligible employees, officers, directors, consultants, and advisors. The total number of shares of common stock that were authorized for issuance under the 2016 Plan as of December 31, 2018 was 3,209,285. As of the effective date of the 2019 Stock Incentive Plan (the “2019 Plan”), and as of December 31, 2019, no shares remained available for future issuance under the 2016 Plan. Any options or awards outstanding under the 2016 Plan remain outstanding and effective. 2019 Stock Incentive Plan On July 2, 2019, the Company’s stockholders approved the 2019 Plan, which became effective on July 17, 2019. The 2019 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards to the Company’s officers, employees, directors, consultants and advisors. The number of shares initially reserved for issuance under the 2019 Plan is 2,017,142 shares, plus the shares of common stock remaining available for issuance under the 2016 Plan as of July 17, 2019. The number of shares reserved shall be annually increased on January 1, 2020 and each January 1 thereafter through January 1, 2029 by the least of (i) 2,000,000 shares, (ii) 4% of the number of shares of the Company’s common stock outstanding on the first day of the such year or (iii) an amount determined by the Company’s board of directors. As of December 31, 2019, there were 1,866,694 shares available for future issuance under the 2019 Plan. On January 1, 2020, the number of shares reserved for issuance under the 2019 Plan was increased by 933,420 shares. The shares of common stock underlying any awards that expire, terminate, or are otherwise surrendered, cancelled, forfeited or repurchased by the Company under the 2016 Plan or the 2019 Plan will be added back to the shares of common stock available for issuance under the 2019 Plan. As of July 17, 2019, no further awards will be made under the 2016 Plan. For financial reporting purposes, the Company performed common stock valuations with the assistance of a third-party specialist as of May 10, 2019, March 15, 2019, November 30, 2018, August 24, 2018, June 1, 2018, December 31, 2017, and December 31, 2016 to determine stock-based compensation expense for restricted stock awards and stock options. Upon completion of the IPO, the fair value of the common stock on the grant date was based on the closing price of the stock on the Nasdaq Global Market on the date of grant. The Company may repurchase unvested shares at the original purchase price if employees or non-employees are terminated or cease their employment or service relationship with the Company. Shares of common stock repurchased from employees and non-employees are shares held in the Company’s treasury (“Treasury Shares”). The board of directors may, at its discretion, authorize that the Treasury Shares be returned to the pool of authorized but unissued common stock. The shares of common stock underlying restricted stock awards typically vest over a four-year period. The shares are recorded in stockholders’ equity (deficit) as they vest. The following table summarizes the Company’s restricted stock activity under the 2019 Plan and 2016 Plan since December 31, 2017: Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2017 1,097,561 $ 3.01 Granted 256,716 3.33 Vested (503,544 ) 3.05 Repurchased (93,711 ) 3.24 Unvested at December 31, 2018 757,022 $ 3.07 Granted — — Vested (349,149 ) 3.10 Repurchased (61,450 ) 3.02 Unvested at December 31, 2019 346,423 3.05 Stock options granted by the Company typically vest over a four year period and have a ten year contractual term. The following table summarizes the Company’s stock option activity under the 2019 Plan and 2016 Plan during the year ended December 31, 2019: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2018 507,891 $ 7.12 9.84 $ 367,427 Granted 1,561,594 9.98 Exercised (33,782 ) 7.49 Cancelled (11,875 ) 9.58 Outstanding at December 31, 2019 2,023,828 $ 9.31 9.12 $ 14,840,035 Exercisable at December 31, 2019 310,423 $ 7.84 8.94 $ 2,730,209 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock as of the balance sheet date for those options that had exercise prices lower than the fair value of the Company’s common stock. The weighted average grant date fair value of stock options granted in the years ended December 31, 2019 and 2018 was $6.97 per share and $5.06 per share, respectively. The total intrinsic value of stock options exercised in the year ended December 31, 2019 was $0.2 million. No stock options were exercised in the year ended December 31, 2018. The fair value of stock options granted during the years ended December 31, 2019 and 2018 under the 2019 Plan and 2016 Plan has been calculated on the date of grant using the following weighted average assumptions: Year Ended December 31, 2019 Year Ended December 31, 2018 Risk-free interest rate 2.3 % 2.8 % Expected dividend yield 0.0 % 0.0 % Expected term (years) 6.0 6.1 Expected stock price volatility 80.9 % 81.6 % Grants Outside of the 2016 Stock Incentive Plan and the 2019 Stock Incentive Plan During July 2016, the Company issued 724,997 shares and 65,713 shares of common stock outside of the Company’s 2016 Plan to non-employee founders and certain advisors, respectively. The shares were issued under the terms of restricted stock agreements between the Company and such holders, and the unvested shares are subject to repurchase by the Company upon the termination of the holder’s relationship with the Company. Of the total shares issued to non-employee founders, 82,141 vested immediately upon grant; 357,141 vest quarterly over a four-year period based on each holder’s continued service relationship with the Company; and 285,715 vest in equal quarterly installments over a period of one year, commencing with the first quarter after the four-year anniversary of the date of the respective non-employee founder’s agreement, based on each holder’s continued service relationship with the Company. Of the shares issued to non-employee advisors, 34,285 shares vest in equal quarterly installments over four years, 28,571 of the shares vest in equal quarterly installments over a period of two years upon the achievement of certain performance-based milestones, and 2,857 shares vested immediately upon grant. Stock-based compensation expense associated with the performance-based awards is recognized if the performance condition is considered probable of achievement using management’s best estimates. The shares are recorded in stockholders’ equity (deficit) as they vest. The following table summarizes the Company’s restricted stock activity outside of the 2019 Plan and 2016 Plan: Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2017 558,932 $ 2.94 Granted — — Vested (112,143 ) 2.94 Repurchased — — Unvested at December 31, 2018 446,789 $ 2.94 Granted — — Vested (112,142 ) 2.94 Repurchased — — Unvested at December 31, 2019 334,647 $ 2.94 The aggregate intrinsic value of all restricted stock awards that vested during the years ended December 31, 2019 and 2018 was $4.8 million and $3.4 million, respectively. Stock-based Compensation Expense The total compensation cost recognized in the statements of operations associated with all stock-based compensation awards granted by the Company is as follows (in thousands): Year Ended December 31, 2019 2018 Research and development $ 2,247 $ 1,124 General and administrative 1,977 1,035 Total stock-based compensation expense $ 4,224 $ 2,159 As of December 31, 2019, the Company had an aggregate of $12.2 million of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of 2.78 years. 2019 Employee Stock Purchase Plan On July 2, 2019, the Company’s stockholders approved the 2019 Employee Stock Purchase Plan (the “ESPP”), which became effective on July 17, 2019. A total of 252,142 shares of common stock were reserved for issuance under the ESPP. In addition, the number of shares of common stock reserved under the ESPP shall be annually increased on January 1, 2020, and each January 1 thereafter through January 1, 2029, by the least of (i) 428,571 shares of common stock, (ii) 1% of the number of shares of the Company’s common stock outstanding on the first day of each such year or (iii) an amount determined by the Company’s board of directors. On January 1, 2020, the number of shares reserved for issuance under the 2019 ESPP was increased by 233,355 shares. |
Acceleron Collaboration Agreeme
Acceleron Collaboration Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Acceleron Collaboration Agreement | 9. Acceleron Collaboration Agreement On December 20, 2019, the Company entered into the Acceleron Collaboration Agreement to identify biological targets to modulate specific pathways associated with a targeted indication within the pulmonary disease space (the “Indication”). Under the terms of the collaboration and license agreement, the Company granted Acceleron an exclusive worldwide license under certain intellectual property rights to make, have made, use, sell, have sold, import, export, distribute and have distributed, market, have marketed, promote, have promoted, or otherwise exploit molecules and products directed against or expressing certain biological targets identified by the Company for the treatment, prophylaxis, or diagnosis of the Indication. Pursuant to a mutually agreed research plan, the Company will perform assay screening and related research activities to identify and validate potential biological targets for further research, in order to support the development, manufacture and commercialization of product candidates by Acceleron. Upon completion of the research activities, the Company will deliver a data package to Acceleron with respect to the biological targets identified by the Company in the conduct of the research activities for the treatment, prophylaxis, or diagnosis of the Indication. As provided for under the exclusive worldwide license that was conveyed at the inception of the arrangement, Acceleron has the right to designate a specified number of the biological targets identified by the Company for Acceleron’s research, development, manufacture and commercialization of products or molecules directed to such targets for the treatment, prophylaxis, or diagnosis of the Indication (the “Targets”). If Acceleron does not designate any Targets during the designated period, then the Agreement will automatically terminate. If Acceleron designates one or more Targets, then Acceleron will be obligated to use commercially reasonable efforts to seek regulatory approval for one product directed to a Target in certain specified countries. Upon receipt of regulatory approval for any product directed to a Target, Acceleron must use commercially reasonable efforts to commercialize such product in certain specified countries. Acceleron may also request that the Company perform medicinal chemistry services related to the generation and optimization of molecules directed against or expressing biological targets for the treatment, prophylaxis, or diagnosis of the Indication beyond the scope of the research plan. If the Company agrees to provide such medicinal chemistry services, the Company and Acceleron will negotiate to determine the scope, timeline and budget for such medicinal chemistry services. The Company received a non-refundable upfront payment of $10.0 million in December 2019 upon the execution of the Acceleron Collaboration Agreement. The Company will be entitled to research milestone payments of up to $18.5 million in the aggregate upon achievement of specified research milestones, development milestone payments of up to $202.5 million in the aggregate upon achievement of specified clinical and regulatory milestones, and sales milestones payments of up to $217.5 million in the aggregate upon the achievement of certain aggregate annual worldwide net sales milestones for certain products directed to a Target that have achieved such milestones. In addition, the Company will be entitled to tiered royalties ranging from a mid single-digit percentage to a low double-digit percentage on Acceleron’s annual worldwide net sales of products directed to any Target, subject to reduction in specified circumstances. The Company is also entitled to receive reimbursement from Acceleron for research costs incurred under the research plan, including internal and external costs. The Acceleron Collaboration Agreement continues on a country-by-country and Target-by-Target basis until the last to expire royalty term for a product directed to such Target, at which time the Acceleron Collaboration Agreement expires with respect to such Target in such country. Either party has the right to terminate the Acceleron Collaboration Agreement if the other party has materially breached in the performance of its obligations under the contract and such breach has not been cured within the applicable cure period. Acceleron also has the right to terminate the Acceleron Collaboration Agreement for convenience in its entirety or on a Target-by-Target and, if the Company performs medicinal chemistry services, on a molecule-by-molecule basis with respect to any molecule directed against a Target. While the Company is performing the research activities pursuant to the research plan and for a specified period thereafter, the Company may not research, develop, manufacture, commercialize, use, or otherwise exploit any compound or product for the treatment, prophylaxis, or diagnosis of the Indication other than for Acceleron. While the Company is performing the research activities pursuant to the research plan and for a specified period thereafter, other than for Acceleron, the Company may not research, develop, manufacture, commercialize, use, or otherwise exploit any compound or product for the treatment, prophylaxis, or diagnosis of the Indication that is directed against certain specified biological targets identified by the Company in the performance of the research activities. Accounting Analysis Identification of the Contract The Company assessed the Acceleron Collaboration Agreement and concluded that it represents a contract with a customer within the scope of ASC 606. Identification of the Promises and Performance Obligations The Company determined that the Acceleron Collaboration Agreement contains the following promises: (i) an exclusive worldwide license under certain intellectual property rights, including rights to a specified number of biological targets identified by the Company for the treatment, prophylaxis, or diagnosis of a targeted indication within the pulmonary disease space that was conveyed at the inception of the arrangement (the “License”), (ii) research services to identify and validate potential biological targets (the “Research Services”), and (iii) participation in the joint steering committee (the “JSC”). The Company assessed the above promises and concluded that the License is not capable of being distinct from the Research Services given that the License has limited value without the performance of the Research Services and the Research Services can only be performed by the Company due to their specialized nature. Therefore, the Company has concluded that the License and the Research Services represent a single combined performance obligation. The Company also assessed the participation on the JSC and concluded that the promise is quantitatively and qualitatively immaterial in the context of the Acceleron Collaboration Agreement. Accordingly, the Company has disregarded its participation on the JSC as a performance obligation. The potential medicinal chemistry services were not identified as a promised good or service because the Company is under no obligation to provide those services. Determination of the Transaction Price The Company received a non-refundable upfront payment of $10.0 million upon the execution of the Acceleron Collaboration Agreement, which the Company included in the transaction price. Based on the uncertainty associated with the achievement of any research and development milestone payments that the Company is eligible to receive, the Company has constrained the variable consideration associated with those milestone payments and excluded them from the transaction price. As part of its evaluation of constraining the research and development milestones, the Company considered numerous factors, including the fact that the achievement of the research and development milestones are contingent upon the results of the underlying research and development activities and are thus outside of the control of the Company. The Company also included in the transaction price the expected amount of costs to be reimbursed for the Research Services. The Company will reassess the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur, and, if necessary, adjust its estimate of the transaction price. Any consideration related to sales milestone payments (including royalties) will be recognized when the related sales occur as these amounts have been determined to relate predominantly to the license granted to Acceleron and therefore are recognized at the later of when the related sales occur or the performance obligation is satisfied. Allocation of the Transaction Price to Performance Obligations As noted above, the Company has identified a single performance obligation associated with the Acceleron Collaboration Agreement. Therefore, the Company will allocate the entire amount of the transaction price to the identified single performance obligation. Recognition of Revenue The Company recognizes revenue related to the Acceleron Collaboration Agreement over time as the Research Services are rendered. The Company has concluded that an input method is a representative depiction of the transfer of services under the Acceleron Collaboration Agreement. The method of measuring progress towards the delivery of the services incorporates actual cumulative internal and external costs incurred relative to total internal and external costs expected to be incurred to satisfy the performance obligation. The period over which total costs are estimated reflects the Company’s estimate of the period over which it will perform the Research Services. Changes in estimates of total internal and external costs expected to be incurred are recognized in the period of change as a cumulative catch-up adjustment. As of December 31, 2019, no Research Services had been performed. Accordingly, for the year ended December 31, 2019, the Company had not recognized any revenue under the Acceleron Collaboration Agreement. As of December 31, 2019, the Company has recorded deferred revenue of $10.0 million, which is classified as either current or net of current portion in the accompanying consolidated balance sheets based on the period over which the revenue is expected to be recognized. The aggregate deferred revenue balance represents the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied as of December 31, 2019. As of December 31, 2019, the Company had not received any milestone, royalty, or cost reimbursement payments under the Acceleron Collaboration Agreement. |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Asset Acquisition | 10. Asset Acquisition In February 2019, the Company entered into a right of reference and license agreement (the “GSK Agreement”) with subsidiaries of GlaxoSmithKline plc (collectively referred to as “GSK”), pursuant to which the Company has been granted an exclusive worldwide license to develop and commercialize losmapimod. Under the GSK Agreement, the Company also acquired reference rights to relevant regulatory and manufacturing documents and GSK’s existing supply of losmapimod drug substance and product. The Company also has the right to sublicense its rights under the license agreement, subject to certain conditions. The Company is obligated to use commercially reasonable efforts to develop and commercialize losmapimod at its sole cost. The Company is also responsible for costs related to the filing and maintenance of the licensed patent rights. Under the GSK Agreement, the Company issued 12,500,000 million shares of Series B Preferred Stock to GSK with an estimated fair value of $25.5 million, or $2.04 per share, which was determined with the assistance of a third-party specialist contemporaneously with the issuance of the Series B Preferred Stock to GSK. In addition, the Company may owe GSK up to $37.5 million in certain specified clinical and regulatory milestones, of which $2.5 million is due upon the initiation of a Phase 2 clinical trial, and up to $60.0 million in certain specified sales milestones. The Company has agreed to pay tiered royalties on annual net sales of losmapimod that range from mid single-digit percentages to a low double-digit, but less than teens, percentage. The royalties are payable on a product-by-product and country-by-country basis, and may be reduced in specified circumstances. The Company also incurred $0.1 million of direct expenses related to the transaction, which the Company included in the total consideration for the transaction. During the year ended December 31, 2019, the $2.5 million milestone due upon the initiation of a Phase 2 clinical trial was achieved and paid. The Company recorded the $2.5 million milestone due upon the initiation of a Phase 2 clinical trial as research and development expense in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2019. The GSK Agreement may be terminated by either party for a material breach by the other, subject to notice and cure provisions. Unless earlier terminated, the GSK Agreement will continue in effect until the expiration of the Company’s royalty obligations, which expire on a country-by-country basis on the later of (i) ten years after the first commercial sale in the country or (ii) approval of a generic version of losmapimod by the applicable regulatory agency. The Company concluded the arrangement did not result in the acquisition of a business, as substantially all of the fair value of the gross assets acquired was concentrated in a single in-process research and development asset, losmapimod. In addition, the Company did not obtain any substantive processes in connection to the GSK Agreement and losmapimod was not generating revenue at the time the GSK Agreement was executed. Therefore, the Company accounted for the arrangement as an asset acquisition. The Company also concluded that the acquired assets do not have an alternative future use, and therefore the fair value attributable to the GSK Agreement of $25.6 million, inclusive of transaction costs, was recorded as in-process research and development expense (a component of research and development expenses) in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2019, which is the period in which the Company obtained (i) the license to losmapimod, (ii) the right to reference relevant regulatory and manufacturing documents, and (iii) GSK’s existing supply of losmapimod drug substance and product. Additionally, the Company will recognize clinical and regulatory milestone payments when the underlying contingency is resolved and the consideration is paid or becomes payable. The milestone payments will be capitalized or expensed depending on the nature of the associated asset as of the date of recognition. The Company will record sales milestone payments and royalties as additional expense of the related product sales in the period in which the corresponding sales occur. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Operating Leases In May 2016, the Company entered into a sublease agreement for approximately 8,143 square feet of office and laboratory space at its prior corporate headquarters in Cambridge, Massachusetts. The sublease commenced during June 2016. The Company had the option to extend the sublease until June 30, 2019, subject to the landlord’s own need for the space. During June 2017, the Company exercised its option to extend the sublease through June 30, 2019. During February 2018, the Company amended its sublease agreement to reduce the term of the sublease to June 30, 2018. The Company recorded rent expense for this sublease on a straight-line basis. Rent expense associated with this sublease for the year ended December 31, 2018 was $0.3 million. The sublease for this space terminated on June 30, 2018. In November 2017, the Company entered into a lease agreement for its current corporate headquarters for approximately 28,731 square feet of office and laboratory space in Cambridge, Massachusetts, commencing December 2017 when the Company gained access to the leased space for purposes of making leasehold improvements. The Company began recognizing rent expense associated with this lease during December 2017. The Company began to occupy and use the leased space for its intended purpose in June 2018. The lease ends on June 30, 2028. The Company has the option to extend the term of the lease for an additional five-year period, at the market rate, by giving the landlord written notice of its election to exercise the extension at least nine months prior to the original expiration of the lease term. The lease has a total commitment of $25.1 million over the ten year term, and includes escalating rent payments. The lease provides the Company with an allowance for normal leasehold improvements of $5.0 million. The Company accounts for leasehold improvement incentives as a reduction to rent expense ratably over the lease term. The balance from the leasehold improvement incentives is classified as a deferred lease incentive on the balance sheet. The lease agreement requires the Company to either pay a security deposit or maintain a letter of credit of $1.1 million. The Company obtained a letter of credit for this lease in April 2018 and has recorded the cash held to secure the letter of credit as restricted cash on the consolidated balance sheets as of December 31, 2019 and 2018. The Company records rent expense for this lease on a straight-line basis. Rent expense associated with this lease for the years ended December 31, 2019 and 2018 was approximately $1.9 million. The future minimum lease payments associated with the lease for the Company’s current headquarters as of December 31, 2019 are as follows (in thousands): 2020 $ 2,285 2021 2,354 2022 2,424 2023 2,497 2024 2,572 Thereafter 9,615 Total minimum lease payments $ 21,747 Other Agreements The Company has agreements with third parties in the normal course of business under which it can license certain developed technologies. If the Company exercises its rights to license the technologies it may be subject to additional fees and milestone payments. As of December 31, 2019, the Company has not exercised its rights to license such technologies. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters arising out of the relationship between such parties and the Company. In addition, the Company has entered into indemnification agreements with members of its board of directors and senior management that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements, and it has not accrued any liabilities related to such obligations as of December 31, 2019 or 2018. Legal Proceedings The Company is not currently a 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 the costs related to its legal proceedings as they are incurred. No such costs have been incurred for the years ended December 31, 2019 and 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2019 Year Ended December 31, 2018 Federal income tax at statutory rate 21.00 % 21.00 % Permanent differences (0.67 ) (1.37 ) Federal and state research and development credits 2.06 3.15 State income tax, net of federal benefit 6.16 5.77 Other 0.48 — Change in valuation allowance (29.03 ) (28.55 ) Effective income tax rate — % — % During the years ended December 31, 2019 and 2018, the Company incurred book and tax losses and, because it maintains a full valuation allowance on its net deferred tax assets, did not recognize federal or state income tax expense or benefit. The Company’s deferred tax assets and liabilities consist of the following (in thousands): December 31, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryforwards $ 30,444 $ 16,566 Research and development credit carryforwards 4,658 2,503 Intangible assets 7,235 — Accrued expenses and other 1,149 457 Deferred lease incentive 1,090 1,218 Deferred rent 426 383 Gross deferred tax assets 45,002 21,127 Valuation allowance (43,586 ) (19,592 ) Net deferred tax assets 1,416 1,535 Deferred tax liability (1,416 ) (1,535 ) Net deferred tax assets $ — $ — The Company has evaluated the positive and negative evidence bearing upon its ability to realize the net deferred tax assets. The Company considered its history of cumulative net losses incurred since inception and its lack of commercialization of any products since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the net deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2019 and 2018. The Company reevaluates the positive and negative evidence at each reporting period. As of December 31, 2019, the Company had federal net operating loss carryforwards of approximately $111.6 million which begin to expire in 2035. Approximately $80.6 million of the federal net operating losses can be carried forward indefinitely. As of December 31, 2019, the Company also had state net operating loss carryforwards of approximately $111.1 million, which begin to expire in 2035. As of December 31, 2019, the Company had federal research and development tax credit carryforwards of approximately $2.8 million, which begin to expire in 2035. As of December 31, 2019, the Company also had state research and development tax credit carryforwards of approximately $2.4 million, which begin to expire in 2030. Utilization of the net operating loss carryforwards and research and development tax credit carryforwards may be subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and corresponding provisions of state law, 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 net operating loss carryforwards 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 net operating loss carryforwards or research and development tax credit carryforwards before utilization. Further, until a study is completed and any limitation is known, no amounts are being presented as an uncertain tax position. 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 tax examinations. As of December 31, 2019, the Company’s tax years are still open under statute from 2016 to the present. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of the provision for income taxes. As of December 31, 2019 and 2018, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations. For the year ended December 31, 2019, 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 result in an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | 13. Defined Contribution Plan The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants the option to elect to defer a portion of their annual compensation on a pretax basis. As currently established, the Company is not required to make and has not made any contributions to the 401(k) Plan. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 14. Net Loss per Share The following common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2019 2018 Series A Preferred Stock — 8,571,427 Series B Preferred Stock — 5,714,277 Outstanding stock options 2,023,828 507,891 Unvested restricted stock awards 681,070 1,203,811 Total 2,704,898 15,997,406 |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 15. Related-Party Transactions During the years ended December 31, 2019 and 2018, the Company paid fees to Third Rock Ventures, LLC (“TRV”), an affiliate of one of the Company’s principal stockholders, in exchange for consulting services. The Company recorded expenses related to such fees of less than $0.1 million and $0.1 million during the years ended December 31, 2019 and 2018, respectively. As of December 31, 2018, there was less than $0.1 million of amounts due to TRV for such services that were included in accounts payable and accrued expenses. As of December 31, 2019, there were no amounts due to TRV for such services that were included in accounts payable and accrued expenses. Additionally, consultants that provide services to the Company are employees of TRV. The Company has issued an aggregate of 142,284 shares of common stock to these consultants in exchange for their continuing consulting services. During the year ended December 31, 2018, the Company recorded other income of $0.4 million related to the sale of drug material to an entity affiliated with TRV. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Fulcrum Therapeutics Securities Corp., which is a Massachusetts subsidiary created to buy, sell, and hold securities. All intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amount of expenses during the reported periods. Estimates inherent in the preparation of these consolidated financial statements include, but are not limited to, estimates related to revenue recognition, accrued expenses, stock-based compensation expense, the fair value of the common stock and convertible preferred stock prior to the completion of the Company’s IPO, and income taxes. The Company bases its estimates on historical experience and other market specific or other relevant assumptions it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Actual results could differ from those estimates or assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are highly liquid investments that are readily convertible into cash with original maturities of three months or less when purchased. These assets include investments in money market funds that invest in U.S. Treasury obligations. The Company maintains its bank accounts at major financial institutions. |
Restricted Cash | Restricted Cash Restricted cash represents the cash held to secure a letter of credit associated with the Company’s facility lease. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects the Company’s estimate of amounts that it would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from sources independent from the Company) and to minimize the use of unobservable inputs (the Company’s assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The Company’s cash equivalents are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation. Maintenance and repairs to an asset that do not improve or extend its life are charged to operations. Depreciation expense is recorded using the straight-line method over the estimated useful life of the related asset as follows: Estimated Useful Life (in years) Lab equipment 5 Furniture and fixtures 4 Computer equipment 3 Software 3 Leasehold improvements Shorter of useful life or remaining lease term Construction-in-progress is stated at cost, which includes direct costs attributable to the setup or construction of the related asset. Depreciation expense is not recorded on construction-in-progress until the relevant assets are completed and put into use. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the Company’s consolidated statements of operations and comprehensive loss. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use or disposition of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2019 and 2018. |
Leases | Leases Leases are classified at their inception as either operating or capital leases. The Company recognizes rent expense for its facility lease, which is classified as an operating lease, on a straight-line basis over the respective lease term, inclusive of rent escalation provisions and rent holidays. The difference between rent payments made and straight-line rent expense is recorded as deferred rent. Additionally, the Company recognizes tenant improvement allowances for its operating leases as a deferred lease incentive and amortizes the lease incentive as a reduction to rent expense on a straight-line basis over the respective lease term. |
Revenue Recognition | Revenue Recognition Under ASC 606, Revenue from Contracts with Customers 1) Identify the contract with the customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. 2) Identify the promises and performance obligations in the contract Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, the Company must apply judgment to determine whether promised goods and services are capable of being distinct and distinct in the context of the contract. In assessing whether a promised good or service is distinct, the Company considers factors such as the research, manufacturing and commercialization capabilities of the customer and the availability of the associated expertise in the marketplace. The Company also considers the intended benefit of the contract in assessing whether a promised good or service is separately identifiable from other promises in the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. The Company determines the amount of variable consideration by using the expected value method or the most likely amount method. The Company includes the unconstrained amount of estimated variable consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts the estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. Changes to the constraint of variable consideration can have a material effect on the amount of revenue recognized in the period. If an arrangement includes research and development milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control, such as regulatory approvals, are generally not considered probable of being achieved until the underlying events occur or the associated approvals are received. For arrangements with licenses of intellectual property that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes royalty revenue and sales-based milestones at the later of (i) when the related sales occur, or (ii) when the performance obligation to which the royalty has been allocated has been satisfied. In determining the transaction price, the Company adjusts consideration for the effects of the time value of money if the timing of payments provides the Company with a significant benefit of financing. The Company assesses its revenue generating arrangements in order to determine whether a significant financing component exists. 4) Allocate the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction consideration is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction consideration to each performance obligation on a relative standalone selling price basis unless the transaction consideration is variable and meets the criteria to be allocated entirely to a single performance obligation or to a distinct service that forms part of a single performance obligation. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company may satisfy performance obligations over time or at a point in time, depending on the nature of the performance obligation. Revenue is recognized over time if the customer simultaneously receives and consumes the benefits provided by the entity’s performance, the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. For revenue that the Company recognizes over time, the Company assesses whether an input or an output method is the appropriate measure of progress associated with the satisfaction of the performance obligation. In determining the appropriate method for measuring progress, the Company considers the nature of the good or service that it has promised to transfer to the customer. Output methods recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract. Input methods recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation. Estimates inherent to the measurement of progress associated with the satisfaction of performance obligations include the total estimated costs to satisfy the associated performance obligation. See Note 9, “Acceleron Collaboration Agreement”, for further information on the application of ASC 606 to the Acceleron Collaboration Agreement. |
Research and Development Expense | Research and Development Expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including personnel-related expenses such as salaries, payroll taxes, benefits, and stock-based compensation expense, manufacturing and external costs related to outside vendors engaged to conduct both preclinical studies and clinical trials, laboratory supplies, depreciation on and maintenance of research equipment, and the allocable portions of facility costs, such as rent, utilities, repairs and maintenance, depreciation, and general support services. Expenditures relating to research and development are expensed in the period incurred. Non-refundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. |
Research Contract Costs and Accruals | Research Contract Costs and Accruals The Company has entered into various research and development contracts with research institutions and other companies. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or trials, including invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at each reporting period. Actual results could differ from the Company’s estimates. |
Patent-Related Costs | Patent-Related Costs Patent-related costs incurred in connection with patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying statements of operations. |
Fair Value of Common Stock and Series B Convertible Preferred Stock | Fair Value of Common Stock and Series B Convertible Preferred Stock The Company determined the estimated fair value of common stock prior to the completion of the IPO and Series B convertible preferred stock (the “Series B Preferred Stock”) based on a number of objective and subjective factors, including, but not limited to, external market conditions affecting the biotechnology industry sector, the prices at which the Company sold shares of convertible preferred stock and the superior rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood and potential timing of achieving a liquidity event, such as an initial public offering, in light of prevailing market conditions. The Company utilized valuation methodologies in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, to estimate the fair value of common stock and the Series B Preferred Stock. The methodologies utilized to estimate the fair value of common stock prior to the completion of the IPO included the guideline public company method and/or the precedent transaction method to estimate the equity value, and the option-pricing method or the hybrid method, which is a probability-weighted expected return method, to allocate equity value to the common stock and preferred stock. The Company utilized the hybrid method to estimate the fair value of the Series B Preferred Stock. Significant changes to the key assumptions used in the valuations could result in different fair values of common stock and the Series B Preferred Stock. |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based awards based on the fair value on the date of grant. Compensation expense associated with those awards is recognized over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has also granted certain stock-based awards with performance-based vesting conditions. The Company records the expense for stock-based awards with performance-based vesting conditions over the remaining service period using an accelerated attribution method when management determines that achievement of the performance condition is probable. At each reporting date, the Company evaluates if the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions. The fair value of each restricted stock award is based on the fair value of the Company’s common stock on the grant date, less any applicable purchase price. The fair value of each stock option is estimated on the grant date 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, the expected stock price volatility, the expected term of the award, the risk-free interest rate, and expected dividends. Expected volatility is calculated based on reported volatility data for a representative group of publicly traded companies for which historical information is available. The historical volatility is calculated based on a period of time commensurate with the assumption used for the expected term. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The Company uses the simplified method, under which the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The Company utilizes this method due to the lack of historical exercise data and the plain nature of its stock-based awards. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on common stock. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll or service costs are classified. |
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. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by considering several factors, including estimating the future taxable profits expected, estimating future reversals of existing taxable temporary differences, considering taxable profits in carryback periods, and considering prudent and feasible tax planning strategies. The Company accounts for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in the law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity, and changes in facts or circumstances related to a tax position. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. For the years ended December 31, 2019 and 2018, comprehensive loss was equal to net loss. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company applies the two-class method to compute basic and diluted net income (loss) per share attributable to common stockholders when it has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in the earnings as if all income (loss) for the period had been distributed. The Company’s convertible preferred stock participates in any dividends declared by the Company and are therefore considered to be participating securities. The participating securities are not required to participate in the losses of the Company, and therefore during periods of loss there is no allocation required under the two-class method. Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) per share attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding options to purchase common stock, unvested restricted stock awards, and shares of convertible preferred stock are considered potential dilutive common shares. The Company has generated a net loss in all periods presented, and therefore the basic and diluted net loss per share attributable to common stockholders are the same as the inclusion of the potentially dilutive securities would be anti-dilutive. |
Off-Balance Sheet Risk and Concentrations of Credit Risk | Off-Balance Sheet Risk and Concentrations of Credit Risk The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and restricted cash. The Company’s cash, cash equivalents, and restricted cash are deposited in accounts at large financial institutions. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash, cash equivalents and restricted cash are held. The Company maintains its cash equivalents in money market funds that invest in U.S. Treasury securities. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company and the Company’s chief operating decision-maker, the Company’s chief executive officer, view the Company’s operations and manage its business as a single operating segment. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act, which provides that an EGC can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards, and as a result of this election, its consolidated financial statements may not be comparable to companies that comply with public company effective dates for ASUs. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an EGC. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
Recent Accounting Pronouncements-To Be Adopted | Recent Accounting Pronouncements—To Be Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 842): Targeted Improvements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) I. Accounting for Certain Financial Instruments with Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Asset | Depreciation expense is recorded using the straight-line method over the estimated useful life of the related asset as follows: Estimated Useful Life (in years) Lab equipment 5 Furniture and fixtures 4 Computer equipment 3 Software 3 Leasehold improvements Shorter of useful life or remaining lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value on Recurring Basis and Level of Fair Value Hierarchy Utilized | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values as of December 31, 2019 and 2018 (in thousands): Fair Value Measurements at December 31, 2019 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 96,713 $ 96,713 $ — $ — Total $ 96,713 $ 96,713 $ — $ — Fair Value Measurements at December 31, 2018 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 72,797 $ 72,797 $ — $ — Total $ 72,797 $ 72,797 $ — $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2019 December 31, 2018 Lab equipment $ 5,710 $ 4,847 Furniture and fixtures 548 542 Computer equipment 512 517 Software 90 90 Leasehold improvements 6,210 6,174 Construction in process 82 334 Total property and equipment 13,152 12,504 Less: accumulated depreciation (3,947 ) (1,958 ) Property and equipment, net $ 9,205 $ 10,546 |
Additional Balance Sheet Deta_2
Additional Balance Sheet Detail (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2019 December 31, 2018 Prepaid expenses $ 2,796 $ 460 Prepaid sign-on bonuses subject to vesting provisions 179 99 Leasehold improvement allowance receivable — 366 Interest income receivable 111 135 Other 284 238 Total prepaid expenses and other current assets $ 3,370 $ 1,298 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2019 December 31, 2018 External research and development $ 2,250 $ 437 Payroll and benefits 2,239 1,448 Professional services 891 254 Capital lease obligation, current portion 50 46 Restricted stock liability, current portion 17 18 Property and equipment purchases — 174 Other 49 120 Total accrued expenses and other current liabilities $ 5,496 $ 2,497 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Potential Conversion of Preferred Stock and Future Issuance of Common Stock | As of December 31, 2019 and 2018, the Company has reserved for future issuance the following number of shares of common stock: December 31, 2019 December 31, 2018 Shares reserved for conversion of outstanding Series A Preferred Stock — 8,571,427 Shares reserved for conversion of outstanding Series B Preferred Stock — 5,714,277 Shares reserved for future issuance under the 2016 Stock Incentive Plan — 919,030 Shares reserved for exercises of outstanding stock options 2,023,828 507,891 Shares reserved for future issuance under the 2019 Stock Incentive Plan 1,866,694 — Shares reserved for future issuance under the 2019 Employee Stock Purchase Plan 252,142 — 4,142,664 15,712,625 |
Stock-based Compensation Expe_2
Stock-based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity under the 2019 Plan and 2016 Plan during the year ended December 31, 2019: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2018 507,891 $ 7.12 9.84 $ 367,427 Granted 1,561,594 9.98 Exercised (33,782 ) 7.49 Cancelled (11,875 ) 9.58 Outstanding at December 31, 2019 2,023,828 $ 9.31 9.12 $ 14,840,035 Exercisable at December 31, 2019 310,423 $ 7.84 8.94 $ 2,730,209 |
Weighted Average Assumptions Used to Calculate Fair Value of Stock Option | The fair value of stock options granted during the years ended December 31, 2019 and 2018 under the 2019 Plan and 2016 Plan has been calculated on the date of grant using the following weighted average assumptions: Year Ended December 31, 2019 Year Ended December 31, 2018 Risk-free interest rate 2.3 % 2.8 % Expected dividend yield 0.0 % 0.0 % Expected term (years) 6.0 6.1 Expected stock price volatility 80.9 % 81.6 % |
Summary of Stock-Based Compensation Expense Recognized | The total compensation cost recognized in the statements of operations associated with all stock-based compensation awards granted by the Company is as follows (in thousands): Year Ended December 31, 2019 2018 Research and development $ 2,247 $ 1,124 General and administrative 1,977 1,035 Total stock-based compensation expense $ 4,224 $ 2,159 |
2019 Plan and 2016 Plan | |
Summary of Restricted Stock Activity | The following table summarizes the Company’s restricted stock activity under the 2019 Plan and 2016 Plan since December 31, 2017: Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2017 1,097,561 $ 3.01 Granted 256,716 3.33 Vested (503,544 ) 3.05 Repurchased (93,711 ) 3.24 Unvested at December 31, 2018 757,022 $ 3.07 Granted — — Vested (349,149 ) 3.10 Repurchased (61,450 ) 3.02 Unvested at December 31, 2019 346,423 3.05 |
Grants Outside of 2016 Stock Incentive Plan and 2019 Stock Incentive Plan | |
Summary of Restricted Stock Activity | The following table summarizes the Company’s restricted stock activity outside of the 2019 Plan and 2016 Plan: Number of Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2017 558,932 $ 2.94 Granted — — Vested (112,143 ) 2.94 Repurchased — — Unvested at December 31, 2018 446,789 $ 2.94 Granted — — Vested (112,142 ) 2.94 Repurchased — — Unvested at December 31, 2019 334,647 $ 2.94 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | The future minimum lease payments associated with the lease for the Company’s current headquarters as of December 31, 2019 are as follows (in thousands): 2020 $ 2,285 2021 2,354 2022 2,424 2023 2,497 2024 2,572 Thereafter 9,615 Total minimum lease payments $ 21,747 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of U.S. Federal Statutory Income Tax Rate | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2019 Year Ended December 31, 2018 Federal income tax at statutory rate 21.00 % 21.00 % Permanent differences (0.67 ) (1.37 ) Federal and state research and development credits 2.06 3.15 State income tax, net of federal benefit 6.16 5.77 Other 0.48 — Change in valuation allowance (29.03 ) (28.55 ) Effective income tax rate — % — % |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred tax assets and liabilities consist of the following (in thousands): December 31, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryforwards $ 30,444 $ 16,566 Research and development credit carryforwards 4,658 2,503 Intangible assets 7,235 — Accrued expenses and other 1,149 457 Deferred lease incentive 1,090 1,218 Deferred rent 426 383 Gross deferred tax assets 45,002 21,127 Valuation allowance (43,586 ) (19,592 ) Net deferred tax assets 1,416 1,535 Deferred tax liability (1,416 ) (1,535 ) Net deferred tax assets $ — $ — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders | The following common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2019 2018 Series A Preferred Stock — 8,571,427 Series B Preferred Stock — 5,714,277 Outstanding stock options 2,023,828 507,891 Unvested restricted stock awards 681,070 1,203,811 Total 2,704,898 15,997,406 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Jul. 22, 2019USD ($)$ / sharesshares | Jul. 05, 2019 | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares |
Nature Of Business And Basis Of Presentation [Line Items] | ||||
Net proceeds of common stock | $ | $ 64,173 | |||
Reverse stock split | one-for-seven | |||
Stock split | 0.14285 | |||
Accumulated deficit | $ | $ 150,801 | $ 68,124 | ||
Convertible Preferred Stock | ||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||
Convertible preferred stock, share outstanding | 112,500,000 | 112,500,000 | ||
Common Stock | ||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||
Issuance of common stock, Shares | 495,073 | 615,687 | ||
IPO | ||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||
Issuance of common stock, Shares | 4,500,000 | |||
Shares issued, price per share | $ / shares | $ 16 | |||
Net proceeds of common stock | $ | $ 63,900 | |||
IPO | Common Stock | ||||
Nature Of Business And Basis Of Presentation [Line Items] | ||||
Number of preferred stock converted into common stock | 16,071,418 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of the Estimated Useful Life of Related Asset (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Lab Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful life of asset | 5 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated useful life of asset | 4 years |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful life of asset | 3 years |
Software | |
Property Plant And Equipment [Line Items] | |
Estimated useful life of asset | 3 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Leasehold improvements | Shorter of useful life or remaining lease term |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | |
Accounting Policies [Abstract] | ||
Impairment losses on long-lived assets | $ 0 | $ 0 |
Expected dividend yield | $ 0 | |
Number of operating segment | Segment | 1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis and Level of Fair Value Hierarchy Utilized (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Cash equivalents: | ||
Total | $ 96,713 | $ 72,797 |
Level 1 | ||
Cash equivalents: | ||
Total | 96,713 | 72,797 |
Money Market Funds | ||
Cash equivalents: | ||
Total | 96,713 | 72,797 |
Money Market Funds | Level 1 | ||
Cash equivalents: | ||
Total | $ 96,713 | $ 72,797 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Fair value transfers between levels | $ 0 | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 13,152 | $ 12,504 |
Less: accumulated depreciation | (3,947) | (1,958) |
Property and equipment, net | 9,205 | 10,546 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 5,710 | 4,847 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 548 | 542 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 512 | 517 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 90 | 90 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 6,210 | 6,174 |
Construction in Process | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 82 | $ 334 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 2,053 | $ 1,345 |
Total property and equipment, gross | 13,152 | 12,504 |
Accumulated depreciation | 3,947 | 1,958 |
Capital Leases | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 200 | 200 |
Accumulated depreciation | $ 100 | |
Capital Leases | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Accumulated depreciation | $ 100 |
Additional Balance Sheet Deta_3
Additional Balance Sheet Detail - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid expenses | $ 2,796 | $ 460 |
Prepaid sign-on bonuses subject to vesting provisions | 179 | 99 |
Leasehold improvement allowance receivable | 366 | |
Interest income receivable | 111 | 135 |
Other | 284 | 238 |
Total prepaid expenses and other current assets | $ 3,370 | $ 1,298 |
Additional Balance Sheet Deta_4
Additional Balance Sheet Detail - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
External research and development | $ 2,250 | $ 437 |
Payroll and benefits | 2,239 | 1,448 |
Professional services | 891 | 254 |
Capital lease obligation, current portion | 50 | 46 |
Restricted stock liability, current portion | 17 | 18 |
Property and equipment purchases | 174 | |
Other | 49 | 120 |
Total accrued expenses and other current liabilities | $ 5,496 | $ 2,497 |
Additional Balance Sheet Deta_5
Additional Balance Sheet Detail - Additional Information (Details) $ in Millions | Dec. 31, 2019USD ($) |
Public Utilities Inventory [Line Items] | |
Future minimum lease payments, after 2021 | $ 0 |
Maximum | |
Public Utilities Inventory [Line Items] | |
Future minimum lease payments, 2020 | 0.1 |
Future minimum lease payments, 2021 | $ 0.1 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) | Jul. 05, 2019USD ($) | Aug. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2019Director$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jul. 22, 2019shares | Dec. 31, 2017shares | Jul. 31, 2016Tranche$ / sharesshares |
Temporary Equity [Line Items] | ||||||||
Convertible preferred stock, terms of conversion | On the date of issuance, the estimated fair value of common stock into which the Preferred Stock was convertible was less than the effective conversion price of the Preferred Stock, and as such, there was no beneficial conversion feature at the commitment dates. | |||||||
Gross proceeds threshold of automatic conversion of preferred stock to common stock | $ | $ 45,000,000 | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock dividends declared | $ | $ 0 | |||||||
Minimum percentage of outstanding shares of preferred stock for liquidation preference | 65.00% | |||||||
IPO | Common Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of preferred stock converted into common stock | 16,071,418 | |||||||
Series A Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible preferred stock, share issued | 0 | 60,000,000 | 0 | |||||
Convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Convertible preferred stock, share authorized | 0 | 60,000,000 | 0 | |||||
Issuance of convertible preferred stock, Shares | 25,333,334 | |||||||
Convertible preferred stock, share outstanding | 0 | 60,000,000 | 0 | 34,666,666 | ||||
Series A Convertible Preferred Stock | 2016 Stock Purchase Agreement | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible preferred stock, par value | $ / shares | $ 1 | |||||||
Number of tranches | Tranche | 3 | |||||||
Series A Convertible Preferred Stock | Maximum | 2016 Stock Purchase Agreement | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible preferred stock, share issued | 55,000,000 | |||||||
Series A Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, dividends declared | $ | $ 0 | |||||||
Aggregate cumulative dividends | $ | $ 7,200,000 | |||||||
Number of directors stockholders are entitled to elect | Director | 1 | |||||||
Preferred stock, par value | $ / shares | $ 1 | $ 1 | ||||||
Preferred stock conversion price per share | $ / shares | $ 7 | $ 7 | ||||||
Minimum percentage of shareholders vote or written consent required for automatic conversion | 65.00% | |||||||
Preferred stock, dividend per share | $ / shares | $ 0.08 | |||||||
Series A Preferred Stock | 2016 Stock Purchase Agreement | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible preferred stock, share issued | 25,333,334 | |||||||
Aggregate proceeds from issuance of convertible preferred stock | $ | $ 25,300,000 | |||||||
Series A Preferred Stock | Maximum | 2016 Stock Purchase Agreement | ||||||||
Temporary Equity [Line Items] | ||||||||
Stock issuance costs incurred | $ | 100,000 | |||||||
Series B Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Temporary equity, dividends declared | $ | $ 0 | |||||||
Aggregate cumulative dividends | $ | $ 2,300,000 | |||||||
Number of directors stockholders are entitled to elect | Director | 1 | |||||||
Preferred stock, par value | $ / shares | $ 2 | $ 2 | ||||||
Preferred stock conversion price per share | $ / shares | $ 14 | $ 14 | ||||||
Minimum percentage of shareholders vote or written consent required for automatic conversion | 65.00% | |||||||
Preferred stock, dividend per share | $ / shares | $ 0.16 | |||||||
Series B Convertible Preferred Stock | Series B Stock Purchase Agreement | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible preferred stock, share issued | 40,000,000 | |||||||
Convertible preferred stock, par value | $ / shares | $ 2 | |||||||
Aggregate proceeds from issuance of convertible preferred stock | $ | $ 80,000,000 | |||||||
Convertible preferred stock, share authorized | 40,000,000 | |||||||
Issuance of convertible preferred stock, Shares | 12,500,000 | |||||||
Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Convertible preferred stock, share outstanding | 112,500,000 | 112,500,000 | 112,500,000 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) | 12 Months Ended | 52 Months Ended | |
Dec. 31, 2019Vote$ / sharesshares | Dec. 31, 2019USD ($)Vote$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Equity [Abstract] | |||
Common stock, shares authorized | shares | 200,000,000 | 200,000,000 | 135,000,000 |
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock voting rights | Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders | ||
Number of common stock voting rights | Vote | 1 | 1 | |
Dividends declared or paid | $ | $ 0 |
Common Stock - Schedule of Pote
Common Stock - Schedule of Potential Conversion of Preferred Stock and Future Issuance of Common Stock (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | ||
Shares reserved for conversion of preferred stock and future issuance of common stock | 4,142,664 | 15,712,625 |
Outstanding Stock Options | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance | 2,023,828 | 507,891 |
2016 Stock Incentive Plan | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance | 919,030 | |
2019 Stock Incentive Plan | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance | 1,866,694 | |
2019 Employee Stock Purchase Plan | ||
Class Of Stock [Line Items] | ||
Shares reserved for future issuance | 252,142 | |
Series A Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares reserved for conversion of outstanding stock | 8,571,427 | |
Series B Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Shares reserved for conversion of outstanding stock | 5,714,277 |
Stock-based Compensation Expe_3
Stock-based Compensation Expense - Additional Information (Details) - USD ($) | Jan. 01, 2020 | Jul. 02, 2019 | Jul. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 17, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense | $ 12,200,000 | |||||
Unrecognized stock-based compensation expense, weighted average period expect to recognized | 2 years 9 months 10 days | |||||
2019 Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for future issuance | 252,142 | |||||
Increase in number of shares reserved for issuance (shares) | 428,571 | |||||
Increase in number of shares reserved for issuance, percent of common stock outstanding | 1.00% | |||||
Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for future issuance | 2,023,828 | 507,891 | ||||
Subsequent Event | 2019 Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increase in number of shares reserved for issuance (shares) | 233,355 | |||||
2016 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares of common stock that authorized for issuance | 3,209,285 | |||||
Shares reserved for future issuance | 0 | 0 | ||||
Shares issued | 724,997 | |||||
2016 Stock Incentive Plan | Non-employee Founders and Certain Advisors | Common Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares issued | 65,713 | |||||
2016 Stock Incentive Plan | Non-employee Founders | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vested in period | 82,141 | |||||
2016 Stock Incentive Plan | Non-employee Founders | Four Year Service Period | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Vested in period | 357,141 | |||||
2016 Stock Incentive Plan | Non-employee Founders | One Year Service Period | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Vested in period | 285,715 | |||||
2016 Stock Incentive Plan | Non-employee Advisors | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vested in period | 2,857 | |||||
2016 Stock Incentive Plan | Non-employee Advisors | Four Year Service Period | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Vested in period | 34,285 | |||||
2016 Stock Incentive Plan | Non-employee Advisors | Two Year Service Period | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 2 years | |||||
Vested in period | 28,571 | |||||
2019 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares reserved for future issuance | 2,017,142 | 1,866,694 | ||||
Increase in number of shares reserved for issuance (shares) | 2,000,000 | |||||
Increase in number of shares reserved for issuance, percent of common stock outstanding | 4.00% | |||||
2019 Stock Incentive Plan | Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
2019 Stock Incentive Plan | Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Contractual term | 10 years | |||||
2019 Stock Incentive Plan | Subsequent Event | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increase in number of shares reserved for issuance (shares) | 933,420 | |||||
2019 Plan and 2016 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted average grant date fair value | $ 6.97 | $ 5.06 | ||||
Aggregate intrinsic value of stock options exercised | $ 200,000 | $ 0 | ||||
2019 Plan and 2016 Plan | Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vested in period | 349,149 | 503,544 | ||||
2019 Plan and 2016 Plan | Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Contractual term | 9 years 1 month 13 days | 9 years 10 months 2 days | ||||
Grants Outside of 2016 Stock Incentive Plan and 2019 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of restricted stock awards vested | $ 4,800,000 | $ 3,400,000 | ||||
Grants Outside of 2016 Stock Incentive Plan and 2019 Stock Incentive Plan | Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vested in period | 112,142 | 112,143 |
Stock-based Compensation Expe_4
Stock-based Compensation Expense - Summary of Restricted Stock Activity under 2019 Plan and 2016 Plan (Details) - 2019 Plan and 2016 Plan - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Unvested, Beginning balance | 757,022 | 1,097,561 |
Number of Shares, Granted | 256,716 | |
Number of Shares, Vested | (349,149) | (503,544) |
Number of Shares, Repurchased | (61,450) | (93,711) |
Number of Shares, Unvested, Ending balance | 346,423 | 757,022 |
Weighted Average Grant Date Fair Value, Unvested, Beginning balance | $ 3.07 | $ 3.01 |
Weighted Average Grant Date Fair Value, Granted | 3.33 | |
Weighted Average Grant Date Fair Value, Vested | 3.10 | 3.05 |
Weighted Average Grant Date Fair Value, Repurchased | 3.02 | 3.24 |
Weighted Average Grant Date Fair Value, Unvested, Ending balance | $ 3.05 | $ 3.07 |
Stock-based Compensation Expe_5
Stock-based Compensation Expense - Summary of Stock Option Activity (Details) - 2019 Plan and 2016 Plan - Stock Option - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 507,891 | |
Number of Shares, Granted | 1,561,594 | |
Number of Shares, Exercised | (33,782) | |
Number of Shares, Cancelled | (11,875) | |
Number of Shares, Outstanding, Ending balance | 2,023,828 | 507,891 |
Number of Shares, Exercisable | 310,423 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 7.12 | |
Weighted Average Exercise Price, Granted | 9.98 | |
Weighted Average Exercise Price, Exercised | 7.49 | |
Weighted Average Exercise Price, Cancelled | 9.58 | |
Weighted Average Exercise Price, Outstanding, Ending balance | 9.31 | $ 7.12 |
Weighted Average Exercise Price, Exercisable | $ 7.84 | |
Weighted Average Remaining Contractual Term (in years), Outstanding | 9 years 1 month 13 days | 9 years 10 months 2 days |
Weighted Average Remaining Contractual Term (in years), Exercisable | 8 years 11 months 8 days | |
Aggregate Intrinsic Value, Outstanding | $ 14,840,035 | $ 367,427 |
Aggregate Intrinsic Value, Exercisable | $ 2,730,209 |
Stock-based Compensation Expe_6
Stock-based Compensation Expense - Summary of Weighted Average Assumptions Used to Calculate Fair Value of Stock Option (Details) - 2019 Plan and 2016 Plan | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 2.30% | 2.80% |
Expected dividend yield | 0.00% | 0.00% |
Expected term (years) | 6 years | 6 years 1 month 6 days |
Expected stock price volatility | 80.90% | 81.60% |
Stock-based Compensation Expe_7
Stock-based Compensation Expense - Summary of Restricted Stock Activity outside of 2019 and 2016 Plan (Details) - Grants Outside of 2016 Stock Incentive Plan and 2019 Stock Incentive Plan - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Unvested, Beginning balance | 446,789 | 558,932 |
Number of Shares, Vested | (112,142) | (112,143) |
Number of Shares, Unvested, Ending balance | 334,647 | 446,789 |
Weighted Average Grant Date Fair Value, Unvested, Beginning balance | $ 2.94 | $ 2.94 |
Weighted Average Grant Date Fair Value, Vested | 2.94 | 2.94 |
Weighted Average Grant Date Fair Value, Unvested, Ending balance | $ 2.94 | $ 2.94 |
Stock-based Compensation Expe_8
Stock-based Compensation Expense - Summary of Stock-Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 4,224 | $ 2,159 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 2,247 | 1,124 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1,977 | $ 1,035 |
Acceleron Collaboration Agree_2
Acceleron Collaboration Agreement - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Acceleron Collaboration Agreement | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Non refundable upfront payment received | $ 10,000,000 |
Range of tiered royalties on net sales | mid single-digit percentage to a low double-digit percentage |
Revenues | $ 0 |
Deferred revenue current and non-current | 10,000,000 |
Acceleron Collaboration Agreement | Research Milestones | Maximum | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Aggregate amount receivable on achievement of milestone | 18,500,000 |
Acceleron Collaboration Agreement | Clinical and Regulatory Milestones | Maximum | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Aggregate amount receivable on achievement of milestone | 202,500,000 |
Acceleron Collaboration Agreement | Worldwide Net Sales Milestones | Maximum | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Aggregate amount receivable on achievement of milestone | 217,500,000 |
Research Services | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Revenues | $ 0 |
Asset Acquisition - Additional
Asset Acquisition - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||
In-process research and development expenses | $ 25,591,000 | |
GSK Agreement | ||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||
Specified clinical and regulatory milestones due upon phase two clinical trial | 2,500,000 | |
Direct expenses related to the transaction | 100,000 | |
Clinical and regulatory milestone due upon phase two clinical trial achieved and paid | 2,500,000 | |
GSK Agreement | Research and Development | ||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||
Clinical and regulatory milestones due upon phase two clinical trial recorded as expense | 2,500,000 | |
GSK Agreement | Maximum | ||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||
Specified clinical and regulatory milestones | 37,500,000 | |
Specified sales milestone | $ 60,000,000 | |
Series B Convertible Preferred Stock | ||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||
Shares issued, price per share | $ 2 | |
Series B Convertible Preferred Stock | GSK Agreement | ||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||
Shares issued for asset acquisition | 12,500,000 | |
Shares issued for asset acquisition, estimated fair value | $ 25,500,000 | |
Shares issued, price per share | $ 2.04 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2017USD ($)ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 31, 2016ft² | |
Commitments And Contingencies [Line Items] | ||||
Total commitment | $ 21,747,000 | |||
Indemnification Agreement | ||||
Commitments And Contingencies [Line Items] | ||||
Accrued liabilities for indemnification agreements | 0 | $ 0 | ||
Legal Proceedings | ||||
Commitments And Contingencies [Line Items] | ||||
Expenses incurred for legal proceedings | 0 | 0 | ||
Cambridge, Massachusetts | Commitment for Office and Laboratory Space Lease of Prior Corporate Headquarters | ||||
Commitments And Contingencies [Line Items] | ||||
Square feet of office and laboratory space leased under operating lease | ft² | 8,143 | |||
Rent expense | 300,000 | |||
Cambridge, Massachusetts | Commitment for Office and Laboratory Space Lease of Current Corporate Headquarters | ||||
Commitments And Contingencies [Line Items] | ||||
Square feet of office and laboratory space leased under operating lease | ft² | 28,731 | |||
Rent expense | $ 1,900,000 | $ 1,900,000 | ||
Operating lease end date | Jun. 30, 2028 | |||
Operating lease option to extend description | The Company has the option to extend the term of the lease for an additional five-year period, at the market rate, by giving the landlord written notice of its election to exercise the extension at least nine months prior to the original expiration of the lease term. | |||
Operating lease option to extend | true | |||
Operating lease renewal term | 5 years | |||
Written notice period to extend additional lease term | 9 months | |||
Total commitment | $ 25,100,000 | |||
Operating lease term | 10 years | |||
Lessee, operating leases, allowance for normal leasehold improvements | $ 5,000,000 | |||
Letters of credit | $ 1,100,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2020 | $ 2,285 |
2021 | 2,354 |
2022 | 2,424 |
2023 | 2,497 |
2024 | 2,572 |
Thereafter | 9,615 |
Total minimum lease payments | $ 21,747 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of U.S. Federal Statutory Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax at statutory rate | 21.00% | 21.00% |
Permanent differences | (0.67%) | (1.37%) |
Federal and state research and development credits | 2.06% | 3.15% |
State income tax, net of federal benefit | 6.16% | 5.77% |
Other | 0.48% | |
Change in valuation allowance | (29.03%) | (28.55%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 30,444 | $ 16,566 |
Research and development credit carryforwards | 4,658 | 2,503 |
Intangible assets | 7,235 | |
Accrued expenses and other | 1,149 | 457 |
Deferred lease incentive | 1,090 | 1,218 |
Deferred rent | 426 | 383 |
Gross deferred tax assets | 45,002 | 21,127 |
Valuation allowance | (43,586) | (19,592) |
Net deferred tax assets | 1,416 | 1,535 |
Deferred tax liability | $ (1,416) | $ (1,535) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes Disclosure [Line Items] | ||
Open tax year | 2016 2016 2017 2018 2019 | |
Accrued interest related to uncertain tax positions | $ 0 | $ 0 |
Accrued penalties related to uncertain tax positions | 0 | 0 |
Penalties and interest expense related to income taxes | 0 | $ 0 |
Federal | ||
Income Taxes Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 111,600,000 | |
Net operating loss carryforwards expiration beginning year | 2035 | |
Net operating loss carryforwards indefinitely | $ 80,600,000 | |
Federal | Research and Development | ||
Income Taxes Disclosure [Line Items] | ||
Tax credit carryforwards | $ 2,800,000 | |
Tax credit carryforwards, Expiration year | 2035 | |
State | ||
Income Taxes Disclosure [Line Items] | ||
Net operating loss carryforwards | $ 111,100,000 | |
Net operating loss carryforwards expiration beginning year | 2035 | |
State | Research and Development | ||
Income Taxes Disclosure [Line Items] | ||
Tax credit carryforwards | $ 2,400,000 | |
Tax credit carryforwards, Expiration year | 2030 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined contribution plan name | 401(k) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 2,704,898 | 15,997,406 |
Series A Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 8,571,427 | |
Series B Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 5,714,277 | |
Outstanding Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 2,023,828 | 507,891 |
Unvested Restricted Stock Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from calculation of diluted net loss per share | 681,070 | 1,203,811 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - TRV - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Due to related party | $ 0 | |
Common stock shares issued in exchange for services | 142,284 | |
Other income related to sale of drug material | $ 400,000 | |
Consulting Services | ||
Related Party Transaction [Line Items] | ||
Fees paid in exchange for consulting services | 100,000 | |
Maximum | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 100,000 | |
Maximum | Consulting Services | ||
Related Party Transaction [Line Items] | ||
Fees paid in exchange for consulting services | $ 100,000 |