Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 30, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | EVLO | |
Entity Registrant Name | Evelo Biosciences, Inc. | |
Entity Central Index Key | 1,694,665 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Emerging Growth Company | true | |
Small Business Entity | false | |
Entity Transition Period | false | |
Entity Common Stock, Shares Outstanding | 31,769,199 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 79,713 | $ 38,246 |
Short-term investments | 84,615 | 0 |
Prepaid expenses and other current assets | 3,711 | 531 |
Total current assets | 168,039 | 38,777 |
Property and equipment, net | 6,069 | 3,496 |
Other assets | 1,498 | 1,515 |
Total assets | 175,606 | 43,788 |
Current liabilities: | ||
Accounts payable | 2,880 | 1,411 |
Accrued expenses | 5,561 | 2,199 |
Other current liabilities | 972 | 229 |
Total current liabilities | 9,413 | 3,839 |
Noncurrent liabilities: | ||
Long-term debt, net of current portion | 14,155 | 9,966 |
Deferred rent, net of current portion | 941 | 478 |
Other noncurrent liabilities | 337 | 526 |
Total liabilities | 24,846 | 14,809 |
Commitments and contingencies | ||
Convertible preferred stock: | ||
Convertible preferred stock, $0.001 par value; none and 66,311,563 shares authorized at September 30, 2018 and December 31, 2017, respectively; none and 65,833,096 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively; aggregate liquidation preference of $0 and $89,975 at September 30, 2018 and December 31, 2017, respectively | 0 | 83,702 |
Stockholder’s equity (deficit): | ||
Preferred stock, $0.001 par value; 10,000,000 and no shares authorized at September 30, 2018 and December 31, 2017, respectively; no shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 0 | 0 |
Common stock, $0.001 par value; 200,000,000 and 23,780,338 shares authorized at September 30, 2018 and December 31, 2017, respectively; 31,926,664 and 4,138,483 shares issued and 31,757,707 and 3,880,607 shares outstanding at September 30, 2018 and December 31, 2017, respectively | 32 | 4 |
Additional paid-in capital | 248,703 | 1,684 |
Accumulated other comprehensive income | (38) | 0 |
Accumulated deficit | (97,937) | (56,411) |
Total stockholders’ equity (deficit) | 150,760 | (54,723) |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 175,606 | $ 43,788 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized (in shares) | 0 | 66,311,563 |
Convertible preferred stock, shares issued (in shares) | 0 | 65,833,096 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 65,833,096 |
Convertible preferred stock, liquidation preference | $ 0 | $ 89,975 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000,000 | 0 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 23,780,338 |
Common stock, shares issued (in shares) | 31,926,664 | 4,138,483 |
Common stock, shares outstanding (in shares) | 31,757,707 | 3,880,607 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating expenses: | ||||
Research and development | $ 11,227 | $ 5,345 | $ 28,542 | $ 13,881 |
General and administrative | 5,230 | 2,693 | 13,568 | 5,583 |
Total operating expenses | 16,457 | 8,038 | 42,110 | 19,464 |
Loss from operations | (16,457) | (8,038) | (42,110) | (19,464) |
Other income (expense): | ||||
Interest income (expense), net | 600 | (69) | 1,013 | (216) |
Other expenses | 0 | (66) | (406) | (224) |
Other income (expense), net | 600 | (135) | 607 | (440) |
Net loss | (15,857) | (8,173) | (41,503) | (19,904) |
Convertible preferred stock dividends | 0 | (1,708) | (3,937) | (4,355) |
Net loss attributable to common stockholders | $ (15,857) | $ (9,881) | $ (45,440) | $ (24,259) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.50) | $ (2.61) | $ (2.45) | $ (6.52) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 31,741,683 | 3,779,728 | 18,532,408 | 3,721,531 |
Comprehensive loss: | ||||
Net loss | $ (15,857) | $ (8,173) | $ (41,503) | $ (19,904) |
Other comprehensive loss: | ||||
Unrealized loss on investments, net of tax of $0 | (38) | 0 | (38) | 0 |
Comprehensive loss | $ (15,895) | $ (8,173) | $ (41,541) | $ (19,904) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss - Parenthetical - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Tax portion of unrealized loss on investments | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities | ||
Net loss | $ (41,503) | $ (19,904) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 4,494 | 906 |
Depreciation expense | 1,575 | 589 |
Change in fair value of warrant and debt derivative liability | 406 | 377 |
Non-cash interest expense | 78 | 30 |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | (3,180) | (134) |
Accounts payable | 1,375 | (229) |
Accrued expenses and other current liabilities | 4,314 | 2,883 |
Other liabilities | 618 | (57) |
Net cash used in operating activities | (31,823) | (15,539) |
Investing activities | ||
Purchase of investments | (84,653) | 0 |
Purchases of property and equipment | (4,227) | (1,621) |
Proceeds from the sale of fixed assets | 171 | 0 |
Net cash used in investing activities | (88,709) | (1,621) |
Financing activities | ||
Proceeds from the issuance of common stock upon completion of initial public offering | 85,000 | 0 |
Cash payment of initial public offering costs | (9,171) | 0 |
Net proceeds from the issuance of convertible preferred stock | 81,336 | 48,903 |
Net proceeds from the issuance of long-term debt | 4,975 | 0 |
Settlement of derivative liability | (250) | 0 |
Proceeds from the exercise of stock options, restricted common stock and warrants | 104 | 56 |
Net cash provided by financing activities | 161,994 | 48,959 |
Net increase in cash, cash equivalents and restricted cash | 41,462 | 31,799 |
Cash, cash equivalents and restricted cash – beginning of period | 39,746 | 15,786 |
Cash, cash equivalents and restricted cash – end of period | 81,208 | 47,585 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 535 | 324 |
Noncash investing and financing activities | ||
Conversion of convertible preferred stock into common stock upon closing of initial public offering | 165,778 | 0 |
Property and equipment additions in accounts payable and accrued expenses | 176 | 6 |
Conversion of convertible preferred stock warrants into common stock warrants | 819 | 0 |
Issuance of debt derivative liability in connection with long-term debt facility | 150 | 0 |
Issuance of warrants in connection with long-term debt facility | 89 | 0 |
Accretion of convertible preferred stock | $ 0 | $ 23 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Evelo Biosciences, Inc. (the "Company”) is a biotechnology company which was incorporated in Delaware on May 6, 2014. The Company focuses on the development of monoclonal microbials, which are designed to act on the gut-body network for the treatment of many diseases, beginning with inflammatory diseases and cancer. The Company is headquartered in Cambridge, Massachusetts. The Company is devoting substantially all of its efforts to research and development and raising capital. The Company has not generated any revenue related to its primary business purpose to date . The Company is subject to a number of risks similar to those of other development stage companies, including dependence on key individuals, the need to develop commercially viable products, competition from other companies, many of whom are larger and better capitalized, and the need to obtain adequate additional financing to fund the development of its products. The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purpose of allocating resources. The Company has funded its operations from the issuance of convertible notes, convertible preferred stock, common stock and debt financing. At September 30, 2018 , the Company had cash, cash equivalents and short-term investments of $164.3 million and an accumulated deficit of $97.9 million . In February and March 2018, the Company raised gross proceeds of $81.5 million from the sale of Series C convertible preferred stock. Additionally, in February 2018, the Company drew down an additional $5.0 million of borrowing capacity which was available under the current debt facility. On April 27, 2018, the Company filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, to effect a 1-for-4.079 reverse stock split of the Company’s common stock. All share and per share data shown in the accompanying financial statements and related notes have been retroactively revised to reflect the reverse stock split. On May 11, 2018, the Company completed an initial public offering (the “IPO”) of 5,312,500 shares of its common stock for aggregate gross proceeds of $85.0 million . The Company received $75.8 million in net proceeds after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. Upon closing of the IPO, all of the outstanding shares of convertible preferred stock automatically converted into 22,386,677 shares of common stock at the applicable conversion ratio then in effect. The Company has incurred operating losses since inception and expects such losses and negative operating cash flows to continue for the foreseeable future. The transition to profitability is dependent upon the successful development, approval, and commercialization of its products and product candidates and the achievement of a level of revenues adequate to support its cost structure. Based on the Company’s current operating plan, the Company believes that its cash, cash equivalents and short-term investments at September 30, 2018 will be sufficient to fund operations and capital expenditures for at least the twelve months following the filing of this Quarterly Report on Form 10-Q. Management’s belief with respect to its ability to fund operations is based on estimates that are subject to risks and uncertainties. If actual results are different from management’s estimates, the Company may need to seek additional funding. There can be no assurance that the Company will be able to obtain additional funding on acceptable terms, if at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2017 and notes thereto, included in the Company’s Form S-1/A for the year ended December 31, 2017 filed with the SEC on April 30, 2018. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments which are necessary to present fairly the Company’s financial position as of September 30, 2018 , the results of its operations and comprehensive loss for the three and nine months ended September 30, 2018 and 2017 and cash flows for the nine months ended September 30, 2018 and 2017 . Such adjustments are of a normal and recurring nature. The results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results for the year ending December 31, 2018 , or for any future period. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual of research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned, controlled subsidiary, Evelo Biosciences Security Corporation. All intercompany transactions and balances of the subsidiary have been eliminated in consolidation. Subsequent Event Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than those disclosed in this Quarterly Report on Form 10-Q. Emerging Growth Company Status We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of reduced reporting requirements that are otherwise applicable to public companies. We may take advantage of these exemptions until we are no longer an emerging growth company. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards; and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of this offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, we have more than $700.0 million in market value of our stock held by non-affiliates (and we have been a public company for at least 12 months and have filed one annual report on Form 10-K), or we issue more than $1.0 billion of non-convertible debt securities over a three -year period. Comprehensive Loss Comprehensive loss includes net loss and certain changes in stockholders’ equity (deficit) that are excluded from net loss. Comprehensive loss totaled $15.9 million and $41.5 million , respectively, for the three and nine months ended September 30, 2018 . Cash, Cash Equivalents, and Restricted Cash Cash equivalents are comprised of highly liquid investments that are readily convertible into cash with original maturities of three months or less. Cash and cash equivalents include cash held in banks and amounts held in money market funds and U.S treasuries with original maturities of three months or less. Cash equivalents are stated at cost, which approximates market value. The Company’s restricted cash consists of restricted cash in connection with building leases for the Company’s office and laboratory premises. Restricted cash totaled $1.5 million at both September 30, 2018 and December 31, 2017 and is classified within the other assets on the accompanying condensed consolidated balance sheets. The following reconciles cash, cash equivalents and restricted cash as of September 30, 2018 and December 31, 2017 , as presented on the Company's statements of cash flows, to its related balance sheet accounts (in thousands): September 30, December 31, Cash and cash equivalents: Cash $ 1,114 $ 13,204 Money market funds 62,861 25,042 U.S. treasury securities 15,738 — Total cash and cash equivalents 79,713 38,246 Restricted cash 1,495 1,500 Cash, cash equivalents and restricted cash $ 81,208 $ 39,746 Investments The Company accounts for and classifies its investments as either “available-for-sale,” “trading,” or “held-to-maturity,” in accordance with the accounting guidance related to the accounting and classification of certain investments in debt and equity securities. The determination of the appropriate classification is based primarily on management’s intent to sell the investment at the time of purchase. As of September 30, 2018 , all of the Company's investments were classified as available‑for‑sale securities. Available‑for‑sale securities are those securities which the Company views as available for use in current operations, if needed. The Company generally classifies its available‑for‑sale securities as short‑term investments, even though the stated maturity date may be one year or more beyond the current balance sheet date. Available‑for‑sale investments are stated at fair value with their unrealized gains and losses included in accumulated other comprehensive loss within stockholders’ (deficit) equity, until such gains and losses are realized in other income (expense) within the consolidated statements of operations and comprehensive loss or until an unrealized loss is considered other‑than‑temporary. The Company recognizes other‑than‑temporary impairments of its investments in debt securities when there is a decline in fair value below the amortized cost basis and if (a) it has the intent to sell the security or (b) it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. If either of these conditions is met, the Company recognizes the difference between the amortized cost of the security and its fair value at the impairment measurement date in the consolidated statements of operations and comprehensive loss. If neither of these conditions is met, the Company must perform additional analyses to evaluate whether the unrealized loss is associated with the creditworthiness of the issuer of the security rather than other factors, such as interest rates or market factors. If the Company determines from this analysis that it does not expect to receive cash flows sufficient to recover the entire amortized cost of the security, a credit loss exists, the impairment is considered other-than-temporary and is recognized in its consolidated statements of operations and comprehensive loss. Fair Value of Financial Instruments ASC 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. An entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The Company did not elect to measure any additional financial instruments or other items at fair value. Research and Development Costs Research and development costs are expensed in the period incurred. Research and development expenses consist of both internal and external costs such as personnel, consulting, clinical trial and manufacturing costs associated with the development of the Company’s product candidates. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. The Company has and may continue to acquire the rights to develop and commercialize new product candidates from third parties. The upfront payments to acquire license, product or rights, as well as any future milestone payments, are immediately recognized as research and development expense provided that there is no alternative future use of the rights in other research and development projects. Any milestone payments made for Intellectual Property after regulatory approval, or that have alternative future use, are capitalized and amortized. Stock-Based Compensation The Company records stock-based compensation for options granted to employees and directors based on the grant date fair value of awards issued. The expense is recorded over the requisite service period, which is the vesting period, on a straight-line basis. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options. The Company recognizes stock-based compensation, net of estimated forfeitures, over the vesting period of the grant. The Company accounts for stock-based compensation arrangements with non-employees based upon the fair value of the consideration received or the equity instruments issued, whichever is more reliably measurable. The measurement date for non-employee awards is generally the date performance of services required from the non-employee is complete. Stock-based compensation costs for non-employee awards are recognized as services are provided, which is generally the vesting period, on a straight-line basis. The unvested portion of the stock options is subject to re-measurement over the vesting period. Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-9, Improvements to Employee Share-based Payment Accounting (“ASU 2016-9”). ASU 2016-9 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas of simplification apply only to non-public companies. This guidance was effective on December 31, 2016 for public entities. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for an entity in any interim or annual period for which financial statements have not been issued or made available for issuance. An entity that elects early adoption must adopt all amendments in the same period. The Company adopted this standard on January 1, 2018 and the adoption did not have a material impact on its condensed consolidated financial statements. The Company elected an accounting policy to record forfeitures as they occur. In May 2017, the FASB issued ASU 2017-9, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-9”), which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2017, for both public entities and non-public entities. Early adoption is permitted. The Company adopted this standard on January 1, 2018 and the adoption did not have a material impact on its condensed consolidated financial statements. Accounting Pronouncements Issued and Not Adopted as of September 30, 2018 In May 2014, the FASB issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-9”), and further updated through ASU 2016-12 (“ASU 2016-12”), which amends the existing accounting standards for revenue recognition. ASU 2014-9 is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products are transferred to customers. This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2017, for public entities and no later than for annual reporting periods beginning after December 15, 2018, for non-public entities. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. While the Company continues to assess all potential impacts under ASU 2014-9, it does not believe adopting the new revenue recognition standard will have a material impact on its consolidated financial statements as the Company is not yet generating revenues. In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842) (“ASU 2016-2”), which supersedes the guidance in former ASC 840, Leases. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2018, for public entities and no later than for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020 for non-public entities. Early adoption is permitted for all entities. ASU 2016-2 is expected to impact the Company’s consolidated financial statements as the Company has certain operating lease arrangements for which the Company is the lessee. Management is currently evaluating the impact the adoption of ASU 2016-2 will have on its consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU No. 2018-07, Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting (Topic 718) ("ASU 2018-07"), which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. This ASU becomes effective in the first quarter of fiscal year 2019 and early adoption is permitted but no earlier than the Company's adoption date of Topic 606. Entities will apply the ASU by recognizing a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. The Company is currently evaluating the impact that ASU 2018-07 will have on it's consolidated financial statements. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments As of September 30, 2018 and December 31, 2017 , the Company had short-term investments, consisting entirely of U.S. treasury securities, of $84.6 million and none , respectively. The following table summarizes the Company's investments held at September 30, 2018 , which are all classified as available-for-sale (in thousands): Description Amortized cost Unrealized Gain Unrealized Loss Fair Value September 30, 2018: U.S. treasury securities $ 84,653 $ — $ (38 ) $ 84,615 Total $ 84,653 $ — $ (38 ) $ 84,615 The amortized cost of available-for-sale securities is adjusted for amortization of premiums and accretion of discounts to maturity. At September 30, 2018 the balance in the Company’s accumulated other comprehensive loss was comprised of activity related to the Company’s available-for-sale investments. There were no material realized gains or losses recognized on the sale or maturity of available-for-sale securities during the nine months ended September 30, 2018 or 2017, and as a result, the Company did no t reclassify any amounts out of accumulated other comprehensive loss for the same periods. As of September 30, 2018 , the aggregate fair value of securities held by the Company in an unrealized loss position for less than twelve months was $84.6 million and none of these securities had remaining maturities of greater than three years. The Company has the intent and ability to hold such securities until recovery. The Company determined that there has been no material change in the credit risk of the above investments. As a result, the Company determined it did not hold any investments with any other-than-temporary impairment as of September 30, 2018 or December 31, 2017 . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that have been measured at fair value as of September 30, 2018 and December 31, 2017 (in thousands): Description September 30, Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Money market funds included within cash and cash equivalents $ 62,861 $ 62,861 $ — $ — U.S. treasury securities included within cash and cash equivalents 15,738 — 15,738 — U.S. treasury securities included within short-term investments 84,615 — 84,615 — Total $ 163,214 $ 62,861 $ 100,353 $ — Description December 31, Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Money market funds included within cash and cash equivalents $ 25,042 $ 25,042 $ — $ — Total $ 25,042 $ 25,042 $ — $ — Liabilities: Preferred Stock Warrant Liability $ 424 $ — $ — $ 424 Total $ 424 $ — $ — $ 424 As of September 30, 2018 and December 31, 2017 , the Company's cash equivalents and short-term investments have been initially valued at the transaction price and subsequently valued utilizing a third party pricing service. The Company validates the prices provided by its third-party pricing service by understanding the models used and obtaining market values from other pricing sources. Preferred Stock Warrant Liabilities (the Warrants) relate to warrants to purchase convertible preferred stock issued by the Company in connection with entering into debt facility transactions from 2015 through 2018 as well as assuming warrants to purchase convertible preferred stock in connection with the acquisition of Epiva, a privately held research company. These Warrants are considered a Level 3 liability since their fair value measurements are based, in part, on significant inputs not observed in the market and reflect the Company’s assumptions as to the fair value of the underlying convertible preferred stock and the expected volatility of the Company’s convertible preferred stock, as well as estimates regarding the number of shares for which the Warrants will be exercisable. The estimated fair value of the Warrants was determined using the Black-Scholes option-pricing model. A significant input to the fair value of the Warrants is the fair value of the Series A Preferred Stock, Series A-1 Preferred Stock, Series A-3 Preferred Stock and Series B Preferred Stock. The fair value of the Warrants are remeasured at each reporting date using then-current assumptions with changes in fair value charged to other expense on the statements of operations and comprehensive loss. As of December 31, 2017, the Warrants were valued at $0.4 million and included in other non-current liabilities on the consolidated balance sheets. The assumptions used represent the Company’s best estimates at the time of valuation. The following assumptions were used in valuing the material Warrants: December 31, Risk-free interest rate 2.4 - 2.5% Expected dividend yield — % Expected term (in years) 7.9 - 8.6 Expected volatility 81 - 82% Fair value of preferred stock $2.41 – 2.56 Based on the terms and conditions of the Company’s Warrants, upon closing of the Company’s IPO on May 11, 2018, the Warrants converted to common stock warrants. On that date, the Company remeasured the Warrants and reclassified the total carrying value to additional paid-in capital. The Company performed the final remeasurement of the Warrants using the fair value of the underlying common shares of $16.00 per share on May 11, 2018 and recorded the change in fair value in other income (expense), net in the consolidated statement of operations and comprehensive loss. The following assumptions were used to measure the fair market value of the Warrants at conversion on May 11, 2018. Risk-free interest rate 2.3 - 2.4% Expected dividend yield — % Expected term (in years) 7.5 - 9.8 Expected volatility 78 - 82% Fair value of common stock $ 16.00 In May 2018, all of the outstanding warrants, totaling 56,008 , were exercised for common stock at exercise prices ranging from $0.60 to $1.80 per share of common stock, of which, 8,599 shares were repurchased by the Company in a cashless transaction. The Company received net proceeds of $0.1 million in connection with the exercise of warrants settled in cash. As part of the February 2018 debt drawdown, the Company’s loan and security agreement was amended to include the payment of a $0.3 million success fee to the financial institution in the event of a liquidation event, including an initial public offering. The success fee represents an embedded derivative which the Company has bifurcated from the debt arrangement and carried at fair value. The debt derivative was initially considered a Level 3 liability, since the fair value measurements were based, in part, on significant inputs not observed in the market and reflected the Company’s best estimate of the probability of an IPO. As a result of the completion of the IPO in May, the Company remeasured the fair value of the success fee to the full payment amount. The following table provides a roll-forward of the fair value of the warrant and debt derivative liability measured at fair value on a recurring basis using Level 3 significant unobservable inputs (in thousands): Level 3 Liabilities Balance at December 31, 2017 $ 424 Issuance of embedded derivative instrument 150 Change in fair value of derivative instrument included in other income (expense), net 100 Settlement of derivative instrument (250 ) Issuance of warrants to purchase convertible preferred stock 89 Change in fair value of warrant liability, included in other income (expense), net 306 Exercise of warrants (819 ) Balance at September 30, 2018 $ — The estimated fair value of long-term debt approximates its carrying value as the effective interest rate approximates market rates. The fair value of long-term debt, which may differ from its carrying value, is determined by market interest rates from debt arrangements which are observed in market trading which are similar to the Company’s arrangement and are considered a Level 2 input. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consists of the following (in thousands): September 30, December 31, Property and equipment: Lab equipment $ 5,078 $ 3,189 Leasehold improvements 1,806 1,334 Furniture and fixtures 522 217 Computers and software 110 77 Office equipment 9 9 Construction-in-process 136 99 Property and equipment 7,661 4,925 Less: accumulated depreciation (1,592 ) (1,429 ) Property and equipment, net $ 6,069 $ 3,496 The Company recognized $0.3 million and $1.6 million of depreciation expense for the three and nine months ended September 30, 2018 , respectively and $0.2 million and $0.6 million for the three and nine months ended September 30, 2017 , respectively. |
Loan and Security Agreement
Loan and Security Agreement | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreement | Loan and Security Agreement In November 2015, the Company entered into a loan and security agreement with a financial institution. The arrangement allowed the Company to borrow up to $4.0 million and, if certain criteria were met, to borrow up to an additional $1.5 million . The Company drew $4.0 million under the facility in the first half of 2016 and repaid these amounts in 2016. In connection with this arrangement, the Company issued a warrant that was originally exercisable into 100,000 shares of Series A Preferred Stock. The warrant was initially recorded at fair value and subsequently marked-to-market through the statements of operations. The issuance costs were expensed in 2016 upon the repayment of the loan. In connection with the 2016 acquisition of Epiva, the Company assumed Epiva’s credit facility (the “Credit Facility”) and the related $3.0 million of outstanding debt. Subsequent to the acquisition, the Company amended the Credit Facility to allow the Company to borrow up to $15.0 million , including the $3.0 million that was outstanding on the modification date and extending the maturity to August 15, 2020. During 2016, the Company borrowed an additional $7.0 million , bringing the total amounts outstanding as of December 31, 2016 and 2017 to $10.0 million . Under the terms of the Credit Facility the Company is required to make interest only payments through August 15, 2018. Upon the expiration of the interest only period, amounts borrowed will be repaid over 24 equal monthly payments of principal plus interest accrued through August 15, 2020 . The amounts outstanding under the facility have an interest rate of the higher of (i) prime plus 0.25% or (ii) 3.75% per annum. The loan is secured by a lien on all Company assets, excluding intellectual property. In February 2018, the Company drew the additional $5.0 million available under the Credit Facility. This resulted in an increase to the interest rate to the higher of (i) prime plus 0.25% or (ii) 4.50% per annum. The interest only payment period was extended through to August 15, 2019. Upon the expiration of the interest only period, amounts borrowed will be repaid over 24 equal monthly payments of principal plus interest accrued through August 15, 2021 . As such, $0.6 million and $14.2 million of the debt obligation have been included as current and long-term, respectively, on the Company’s consolidated balance sheet. The Company may prepay the outstanding loan at its option with a prepayment fee of 2% of principal amount if prepayment is made before August 15, 2018 or 0.5% if the prepayment is made between August 15, 2018 and August 15, 2019 . In conjunction with the February 2018 drawdown, the Company issued a warrant to purchase up to 34,722 shares of the Company’s Series B preferred stock at an exercise price of $1.80 per share. As part of the February 2018 drawdown, the loan and security agreement was amended to include the payment of a $0.3 million success fee to the financial institution in the event of a liquidation event, including an initial public offering. The success fee represented an embedded derivative which the Company bifurcated from the debt arrangement and carried at fair value. In May of 2018, the Company completed its IPO and paid the success fee of $0.3 million . In addition, the warrant issued in February of 2018 was exercised in May 2018. The Company has the following minimum aggregate future loan payments at September 30, 2018 (in thousands): Twelve month period ending September 30, Amount 2019 $ 1,450 2020 8,102 2021 7,064 Total minimum payments $ 16,616 Less amounts representing interest and discount (1,836 ) Less current portion (625 ) Long-term debt, net of current portion $ 14,155 The Credit Facility contains negative covenants restricting the Company’s activities, including limitations on cash deposits, dispositions, mergers or acquisitions, incurring indebtedness or liens, paying dividends or making investments and certain other business transactions. There are no financial covenants associated with the agreement. The obligations under the agreement are subject to acceleration upon the occurrence of specified events of default, including a material adverse change in the Company’s business, operations or financial or other condition. The Company has determined that the risk of subjective acceleration under the material adverse events clause is remote and therefore has classified the long-term portion of the outstanding principal in non-current liabilities. Interest expense related to the loan and security agreement was $0.2 million and $0.6 million for the three and nine months ended September 30, 2018 , respectively, and was $0.1 million and $0.4 million for the three and nine months ended September 30, 2017 , respectively. |
In-License Agreements
In-License Agreements | 9 Months Ended |
Sep. 30, 2018 | |
Research and Development [Abstract] | |
In-License Agreements | In-License Agreements Mayo Foundation for Medical Education and Research On June 10, 2016, the Company entered into a Research and License Agreement, (the “2016 Mayo License Agreement”) with Mayo Foundation for Medical Education and Research (“Mayo”). Under the Mayo License Agreement, Mayo was entitled to certain participation rights in connection with the issuance and sale of Series B Preferred Stock. The 2016 Mayo License Agreement allowed Mayo to purchase shares at the same price paid as other investors and is considered to be a fair value contract. In 2017, Mayo purchased 1,666,667 shares of Series B Preferred Stock at $1.80 per share. Also pursuant to the 2016 Mayo License Agreement, Mayo received 490 shares of common stock upon the completion of certain project milestones as well as warrants to purchase common stock (the “Mayo Warrants”) exercisable for 18 shares and 116 shares of common stock upon the completion of certain additional project milestones. The Mayo Warrants were fully vested and expensed in 2016. On April 9, 2018, Mayo Foundation exercised its warrant and was issued 134 shares of common stock. On August 6, 2017, the Company and Mayo entered into a license agreement (“2017 Mayo License Agreement”). Under the 2017 Mayo License Agreement, Mayo granted the Company (i) an exclusive, worldwide, sublicensable license under Mayo’s rights to certain intellectual property and microbial strains (ii) a non-exclusive, worldwide, sublicensable license to certain related know-how, in each case, to develop and commercialize certain microbial strains and licensed products incorporating any such strains. As consideration, the Company paid a nonrefundable upfront fee of $0.2 million and annual license maintenance fees. Nonrefundable upfront fees were expensed in full to research and development expense in 2017. Annual maintenance fees will be expensed as incurred over the term of the agreement. The Company may owe Mayo milestone payments upon the achievement of certain development, regulatory, and commercial milestones, up to a maximum of $56.0 million in the aggregate, as well as royalties on net sales of licensed products low single-digit percentages. At September 30, 2018 , $0.1 million was due to Mayo under this agreement. University of Chicago On March 10, 2016, the Company and the University of Chicago entered into a patent license agreement (“2016 University of Chicago Agreement”). Under the 2016 University of Chicago Agreement, the University of Chicago granted the Company (i) an exclusive, royalty-bearing and sublicensable license under the Licensed Patents and (ii) a non-exclusive, royalty-bearing, sublicensable license to access the technical information to diligently develop and commercialize Licensed Products. As consideration, the Company paid a nonrefundable upfront fee of less than $0.5 million and annual license maintenance fees. Nonrefundable upfront fees were expended in full to research and development expense in 2016. Annual maintenance fees will be expensed as incurred over the term of the agreement. The Company may owe the University of Chicago milestone payments upon the achievement of certain development, regulatory, and commercial milestones, as well as royalties on net sales of licensed products ranging from low to high single-digit percentages. In addition, the Company also agreed to pay the University of Chicago a share of sublicense revenue. No amounts are currently due under this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Obligations In January 2018, the Company entered into an operating sublease arrangement to lease approximately 40,765 square feet for its office and research development space at 620 Memorial Drive, Cambridge, MA 02139 from February 2018 to September 2025. The Company maintains an additional separate operating lease for office and laboratory space that is scheduled to expire in 2020 . The leases require security deposits, which the Company has primarily met with letters of credit from a financial institution that are secured with cash on deposit. In June 2018, the Company entered into a sublease arrangement with a third party to lease space subject to an operating lease that is scheduled to expire in 2020 . The future minimum rental payments to be received under this agreement total $0.8 million and are equivalent to the minimum payments due from the Company to the landlord. The Company recorded rent expense of $0.7 million and $2.2 million for the three and nine months ended September 30, 2018 , respectively, which are net of sublease rent income of $0.2 million in both periods. The Company recorded rent expense of $0.2 million and $0.7 million for the three and nine months ended September 30, 2017 , respectively. The minimum aggregate future lease commitments, exclusive of any offsetting sublease rental payments, at September 30, 2018 , are as follows (in thousands). Twelve month period ending September 30, Amount 2019 $ 3,256 2020 3,187 2021 2,951 2022 3,040 2023 3,131 Thereafter 6,546 $ 22,111 Biose Industrie On February 15, 2018, the Company entered into an Exclusivity and Commitment Agreement with Biose Industrie (“Biose”), a French corporation, in which Biose has agreed to exclusively manufacture certain microbial biotherapeutic products for the Company and reserve agreed upon manufacturing resources to conduct manufacturing runs for such products. Under the terms of this agreement, the Company agreed to annual fees in the mid-six digits in consideration of both exclusivity for the manufacture of monoclonal microbials and for a set minimum number of manufacturing runs per year. The Company has agreed to pay an exclusivity fee of $0.3 million per year. The Company may periodically become subject to legal proceedings and claims arising in connection with on-going business activities, including claims or disputes related to patents that have been issued or that are pending in the field of research on which the Company is focused. The Company is not a party to any material litigation and does not have contingency reserves established for any litigation liabilities. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) and Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Stockholders’ Equity (Deficit) and Convertible Preferred Stock | Stockholders’ Equity (Deficit) and Convertible Preferred Stock Common Stock On April 27, 2018, the Company filed an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware, to effect a 1-for-4.079 reverse stock split of the Company’s common stock. All share and per share data shown in the accompanying financial statements and related notes have been retroactively revised to reflect the reverse stock split. On May 11, 2018, the Company completed an IPO of 5,312,500 shares of its common stock for aggregate gross proceeds of $85.0 million . The Company received approximately $75.8 million in net proceeds after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. Upon closing of the IPO, all of the outstanding shares of convertible preferred stock automatically converted into 22,386,677 shares of common stock at the applicable conversion ratio then in effect On May 11, 2018, the Company filed a restated certificate of incorporation with the Secretary of the State of Delaware, which became effective in connection with the closing of the IPO. Pursuant to the restated certificate of incorporation, the Company is authorized to issue 200,000,000 shares of common stock and 10,000,000 shares of preferred stock. Convertible Preferred Stock Upon closing of the IPO in May 2018, all 91,315,295 outstanding shares of the Series A, Series A-1, Series A-2, Series A-3, Series B and Series C Preferred Stock automatically converted into 22,386,677 shares of the Company’s common stock at the applicable conversion ratio of 1-for-4.079. Prior to conversion, all shares of Preferred Stock accrued a cumulative dividend of 8% per annum. Dividends for the applicable periods are included in net loss attributable to common shareholders on the condensed consolidated statement of operations through the conversion date. All accrued dividends earned on Preferred Stock were forfeited as of the conversion. In February and March 2018, the Company issued a total of 25,232,199 shares of Series C Preferred Stock at purchase price of $3.23 for gross proceeds $81.5 million under the same terms as the Series B Preferred Stock. In 2017, the Company issued a total of 27,777,778 shares of Series B Preferred Stock at purchase price of $1.80 for gross proceeds $50.0 million in four separate closings in the first half of 2017. The terms of the Series B Preferred Stock modified certain terms of the existing Series A, A-1, A-2, and A-3 Preferred Stock. The amendments include removing certain redemption rights and allowing the Series B Preferred Stock to vote as part of the class of preferred stockholders. The amendments representing a modification of the Series A, Series A-1, Series A-2, and Series A-3 Preferred Stock. The Company concluded the modification did not result in incremental value to the shareholders and as such no incremental expense was recorded. Based on the removal of the redemption rights, the Company concluded that it was no longer probable that the Series A, Series A-1, Series A-2 and Series A-3 shares would become redeemable. As such, the Company ceased accreting these amounts to their redemption value each reporting period. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2018 Incentive Award Plan The Company’s board of directors adopted on May 8, 2018, and the Company’s stockholders approved, the 2018 Incentive Award Plan (the “2018 Plan”), under which the Company may grant cash and equity-based incentive awards to the Company’s employees, officers, directors, consultants and advisors. Following the effectiveness of the 2018 Plan, the Company ceased making grants under the 2015 Stock Incentive Plan. The 2018 Plan allows the Company to grant awards for up to 1,344,692 shares of common stock plus that number of shares of common stock related to awards outstanding under the 2015 Incentive Plan, as amended (“2015” Plan), that are forfeited, lapse unexercised or are settled in cash. Each year starting with 2019, the number of shares available for grants of awards under the 2018 Plan will be increased automatically on January 1 by a number of shares of common stock equal to the lesser of 4% of the shares of common stock outstanding at such time or the number of shares determined by the Company’s board of directors. The 2015 Plan will continue to govern the terms and conditions of the outstanding awards granted under it. The exercise price of stock options granted under the 2018 Plan is equal to the closing price of a share of the Company’s common stock on the grant date. Options granted under the Plan expire no more than 10 years from the date of grant. Equity-based incentive awards for the purchase up to 502,776 shares of the Company’s common stock have been issued under the 2018 Plan, of which none have been canceled or exercised. As of September 30, 2018 , 875,285 shares of common stock are available for future grant under the 2018 Plan, which includes 33,369 shares canceled under the 2015 Plan. 2015 Stock Incentive Plan Prior to the approval of the 2018 Plan, the Company granted equity awards under the 2015 Plan, which originally provided for grant of incentive stock options, non-qualified stock options, restricted stock awards, or RSAs, and other stock-based awards to the Company’s employees, officers, directors, consultants and advisors. The terms of stock awards agreements, including vesting requirements, are determined by the board of directors and are subject to the provisions of the 2015 Plan. Stock options granted to employees generally vest over a four -year period but may be granted with different vesting terms. A limited number of awards contain performance-based vesting criteria and for such awards that are deemed probable of vesting, the Company records expense in the period in which such determination is made through any estimated remaining vesting period. Certain options provide for accelerated vesting in the event of a change in control. Awards granted to non-employee consultants generally vest monthly over a period of one to four years. Stock options issued under the 2015 Plan expire no more than 10 years from the date of grant. As of the adoption of the 2018 Plan, the Company ceased making awards under the 2015 Plan. Under the 2015 Plan, the Company was authorized to grant equity awards up to an aggregate of 5,417,044 shares of common stock. As of September 30, 2018 , an aggregate of 5,758,518 options and other equity awards had been granted under the 2015 Plan, of which 861,175 have been exercised and 487,846 have been canceled as of September 30, 2018 . A total of 113,006 shares previously reserved under the 2015 Plan that had not been exercised or were otherwise subject to outstanding exercise awards were no longer authorized as of May 8, 2018. Stock-based compensation expense included in the Company’s statements of operations is as follows (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Research and development $ 764 $ 224 $ 1,767 $ 439 General and administrative 831 211 2,727 467 Total stock-based compensation expense $ 1,595 $ 435 $ 4,494 $ 906 A summary of the Company’s stock option activity and related information is as follows: Shares Weighted- Average Exercise Price Options outstanding at December 31, 2017 3,179,536 $ 1.88 Granted 1,811,957 11.47 Exercised (41,436 ) 1.07 Canceled (37,776 ) 5.75 Options outstanding at September 30, 2018 4,912,281 $ 5.41 Exercisable as of September 30, 2018 1,289,775 $ 1.36 Vested and expected to vest as of September 30, 2018 (1) 4,912,281 $ 5.41 (1) This reflects the Company’s adoption and election under ASU 2016-9 to recognize forfeitures as they occur. The weighted-average fair value of options granted during the nine months ended September 30, 2018 and 2017 was $8.18 and $3.85 , respectively. On January 30, 2018, the Company issued 250,000 shares of Series B Preferred Stock to a non-employee consultant as part of the consideration for services provided in 2017. The Company has recognized an aggregate of $0.7 million related to this grant as general and administrative expense, of which $0.1 million was recorded in the nine months ended September 30, 2018 . As of September 30, 2018 , total unrecognized stock-based compensation expense relating to unvested stock options was $19.4 million . This amount is subject to change as the unvested portion of the stock options granted to non-employees is subject to re-measurement over the vesting period. This amount is expected to be recognized over a weighted average period of 3.36 years. Restricted Stock The Company permitted the early exercise of certain stock options prior to vesting by certain directors and officers. This practice ceased in 2017. Any shares issued pursuant to unvested options are restricted and subject to repurchase by the Company until the conditions for vesting are met. Accordingly, based on scheduled vesting dates, the Company has recorded the proceeds from the issuance of restricted stock in the condensed consolidated balance sheets as a component of both other current and noncurrent liabilities. The amounts paid for shares purchased under an early exercise of stock options and subject to repurchase by the Company are reported in stockholders’ equity (deficit) once those shares vest. Upon termination of employment of an option holder, the Company has the right to repurchase, at the original purchase price, any unvested restricted shares. Shares Weighted- Average Exercise Price Unvested Restricted Common Stock as of December 31, 2017 257,876 $ 0.40 Vested (88,929 ) 0.33 Unvested Restricted Common Stock as of September 30, 2018 168,947 $ 0.43 As of September 30, 2018 , the Company had $0.1 million of unrecognized stock-based compensation expense related to its employee unvested restricted stock awards which is expected to be recognized over a remaining weighted average vesting period of 1.64 years. 2018 Employee Stock Purchase Plan On April 18, 2018, the Company’s stockholders approved the 2018 Employee Stock Purchase Plan (the “ESPP”), which became effective on May 8, 2018. A total of 336,356 shares of common stock were reserved for issuance under the ESPP. In addition, the number of shares of common stock that may be issued under the ESPP will automatically increase on the first day of each calendar year, beginning in 2020 and ending in 2028, by an amount equal to the least of (i) 1% of the number of shares of the Company’s common stock outstanding on the last day of the applicable preceding calendar year and (ii) an amount determined by the Company’s board of directors. Offering periods under the ESPP will commence when determined by the plan administrator. The Company has not begun any offering periods under the ESPP. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Deferred tax assets and deferred tax liabilities are recognized based on temporary differences between the financial reporting and tax basis of assets and liabilities using statutory rates. A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. Due to losses incurred since inception and the uncertainty surrounding the realization of the favorable tax attributes in future tax returns, the Company has recorded a full valuation allowance against the Company’s otherwise recognizable net deferred tax assets. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted in the United States. The Act incorporates significant changes to U.S. corporate income tax laws including, among other things, a reduction in the statutory federal corporate income tax rate from 35% to 21% , an exemption for dividends received from certain foreign subsidiaries, a one-time repatriation tax on deemed repatriated earnings from foreign subsidiaries, eliminating the alternative minimum tax (“AMT”), immediate expensing of certain depreciable tangible assets, changing rules related to net operating loss carryforwards, and limitations on the deduction for net interest expense and certain executive compensation. In December 2017, the SEC issued SAB 118, which directs taxpayers to consider the impact of the U.S. legislation as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. As a result of the Act, at December 31, 2017 the Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21% . The Company has no foreign earnings and therefore has determined that it is not subject to the transition tax. The Company has completed its analysis of the accounting for the tax effects of enactment of the Act and has determined that there have been no significant changes to the provisional deferred tax balance, or to the offsetting valuation allowance, as a result of that analysis. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. The Company has computed diluted net loss per common share after giving consideration to all potentially dilutive common shares, including options to purchase common stock, restricted common stock, convertible preferred stock and warrants to purchase convertible preferred stock, outstanding during the period determined using the if-converted and treasury stock methods, except where the effect of including such securities would be antidilutive. Because the Company has reported net losses since inception, these potential common shares have been anti-dilutive and therefore basic and diluted net loss per share have been equivalent. The following table presents securities that have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive: Nine Months Ended 2018 2017 Convertible preferred shares (as converted to common stock) — 16,200,805 Warrant to purchase convertible preferred shares (as converted to common stock) — 47,630 Unvested common stock from early exercise of options 168,947 289,726 Stock options to purchase common stock 4,912,281 2,768,091 Total 5,081,228 19,306,252 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company receives clinical advisory services from Weatherden Ltd. (“Weatherden”) through a supply of service agreement that was entered into during 2017. Duncan McHale, the Company’s Chief Medical Officer is a part owner of Weatherden. During the nine months ended September 30, 2018 and 2017 , the Company paid Weatherden $0.5 million and $0.2 million , respectively. As of September 30, 2018 and 2017 , the amounts due to Weatherden under the supply of service agreement were $0.1 million and $0.1 million , respectively. In June 2018, the Company entered into a subleasing arrangement with VL46, an affiliate of one of its stockholders, Flagship Venture Funds. Under the terms of the sublease, the Company will invoice VL46 for an aggregate $0.9 million in rent payments which are due during the period from July 1, 2018 through April 30, 2020 plus any related taxes and lease operating costs. As of September 30, 2018 , $0.2 million related to this sublease agreement has been recorded as an offset to rent expense within the consolidated statements of operations and comprehensive loss. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standard Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2017 and notes thereto, included in the Company’s Form S-1/A for the year ended December 31, 2017 filed with the SEC on April 30, 2018. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments which are necessary to present fairly the Company’s financial position as of September 30, 2018 , the results of its operations and comprehensive loss for the three and nine months ended September 30, 2018 and 2017 and cash flows for the nine months ended September 30, 2018 and 2017 . Such adjustments are of a normal and recurring nature. The results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results for the year ending December 31, 2018 , or for any future period. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual of research and development expenses and the valuation of stock-based awards. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned, controlled subsidiary, Evelo Biosciences Security Corporation. All intercompany transactions and balances of the subsidiary have been eliminated in consolidation. |
Subsequent Event Considerations | Subsequent Event Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than those disclosed in this Quarterly Report on Form 10-Q. |
Emerging Growth Company Status | Emerging Growth Company Status We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of reduced reporting requirements that are otherwise applicable to public companies. We may take advantage of these exemptions until we are no longer an emerging growth company. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards; and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of this offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, we have more than $700.0 million in market value of our stock held by non-affiliates (and we have been a public company for at least 12 months and have filed one annual report on Form 10-K), or we issue more than $1.0 billion of non-convertible debt securities over a three -year period. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss and certain changes in stockholders’ equity (deficit) that are excluded from net loss. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash equivalents are comprised of highly liquid investments that are readily convertible into cash with original maturities of three months or less. Cash and cash equivalents include cash held in banks and amounts held in money market funds and U.S treasuries with original maturities of three months or less. Cash equivalents are stated at cost, which approximates market value. The Company’s restricted cash consists of restricted cash in connection with building leases for the Company’s office and laboratory premises. |
Investments | Investments The Company accounts for and classifies its investments as either “available-for-sale,” “trading,” or “held-to-maturity,” in accordance with the accounting guidance related to the accounting and classification of certain investments in debt and equity securities. The determination of the appropriate classification is based primarily on management’s intent to sell the investment at the time of purchase. As of September 30, 2018 , all of the Company's investments were classified as available‑for‑sale securities. Available‑for‑sale securities are those securities which the Company views as available for use in current operations, if needed. The Company generally classifies its available‑for‑sale securities as short‑term investments, even though the stated maturity date may be one year or more beyond the current balance sheet date. Available‑for‑sale investments are stated at fair value with their unrealized gains and losses included in accumulated other comprehensive loss within stockholders’ (deficit) equity, until such gains and losses are realized in other income (expense) within the consolidated statements of operations and comprehensive loss or until an unrealized loss is considered other‑than‑temporary. The Company recognizes other‑than‑temporary impairments of its investments in debt securities when there is a decline in fair value below the amortized cost basis and if (a) it has the intent to sell the security or (b) it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis. If either of these conditions is met, the Company recognizes the difference between the amortized cost of the security and its fair value at the impairment measurement date in the consolidated statements of operations and comprehensive loss. If neither of these conditions is met, the Company must perform additional analyses to evaluate whether the unrealized loss is associated with the creditworthiness of the issuer of the security rather than other factors, such as interest rates or market factors. If the Company determines from this analysis that it does not expect to receive cash flows sufficient to recover the entire amortized cost of the security, a credit loss exists, the impairment is considered other-than-temporary and is recognized in its consolidated statements of operations and comprehensive loss. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. An entity may choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The Company did not elect to measure any additional financial instruments or other items at fair value. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed in the period incurred. Research and development expenses consist of both internal and external costs such as personnel, consulting, clinical trial and manufacturing costs associated with the development of the Company’s product candidates. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. The Company has and may continue to acquire the rights to develop and commercialize new product candidates from third parties. The upfront payments to acquire license, product or rights, as well as any future milestone payments, are immediately recognized as research and development expense provided that there is no alternative future use of the rights in other research and development projects. Any milestone payments made for Intellectual Property after regulatory approval, or that have alternative future use, are capitalized and amortized. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation for options granted to employees and directors based on the grant date fair value of awards issued. The expense is recorded over the requisite service period, which is the vesting period, on a straight-line basis. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options. The Company recognizes stock-based compensation, net of estimated forfeitures, over the vesting period of the grant. The Company accounts for stock-based compensation arrangements with non-employees based upon the fair value of the consideration received or the equity instruments issued, whichever is more reliably measurable. The measurement date for non-employee awards is generally the date performance of services required from the non-employee is complete. Stock-based compensation costs for non-employee awards are recognized as services are provided, which is generally the vesting period, on a straight-line basis. The unvested portion of the stock options is subject to re-measurement over the vesting period. |
Recently Adopted and Recently Issued and Not Yet Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-9, Improvements to Employee Share-based Payment Accounting (“ASU 2016-9”). ASU 2016-9 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas of simplification apply only to non-public companies. This guidance was effective on December 31, 2016 for public entities. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for an entity in any interim or annual period for which financial statements have not been issued or made available for issuance. An entity that elects early adoption must adopt all amendments in the same period. The Company adopted this standard on January 1, 2018 and the adoption did not have a material impact on its condensed consolidated financial statements. The Company elected an accounting policy to record forfeitures as they occur. In May 2017, the FASB issued ASU 2017-9, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-9”), which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2017, for both public entities and non-public entities. Early adoption is permitted. The Company adopted this standard on January 1, 2018 and the adoption did not have a material impact on its condensed consolidated financial statements. Accounting Pronouncements Issued and Not Adopted as of September 30, 2018 In May 2014, the FASB issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-9”), and further updated through ASU 2016-12 (“ASU 2016-12”), which amends the existing accounting standards for revenue recognition. ASU 2014-9 is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products are transferred to customers. This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2017, for public entities and no later than for annual reporting periods beginning after December 15, 2018, for non-public entities. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. While the Company continues to assess all potential impacts under ASU 2014-9, it does not believe adopting the new revenue recognition standard will have a material impact on its consolidated financial statements as the Company is not yet generating revenues. In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842) (“ASU 2016-2”), which supersedes the guidance in former ASC 840, Leases. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2018, for public entities and no later than for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020 for non-public entities. Early adoption is permitted for all entities. ASU 2016-2 is expected to impact the Company’s consolidated financial statements as the Company has certain operating lease arrangements for which the Company is the lessee. Management is currently evaluating the impact the adoption of ASU 2016-2 will have on its consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU No. 2018-07, Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting (Topic 718) ("ASU 2018-07"), which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. This ASU becomes effective in the first quarter of fiscal year 2019 and early adoption is permitted but no earlier than the Company's adoption date of Topic 606. Entities will apply the ASU by recognizing a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. The Company is currently evaluating the impact that ASU 2018-07 will have on it's consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted cash | The following reconciles cash, cash equivalents and restricted cash as of September 30, 2018 and December 31, 2017 , as presented on the Company's statements of cash flows, to its related balance sheet accounts (in thousands): September 30, December 31, Cash and cash equivalents: Cash $ 1,114 $ 13,204 Money market funds 62,861 25,042 U.S. treasury securities 15,738 — Total cash and cash equivalents 79,713 38,246 Restricted cash 1,495 1,500 Cash, cash equivalents and restricted cash $ 81,208 $ 39,746 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Short-Term Investments Classified as Available-For-Sale | The following table summarizes the Company's investments held at September 30, 2018 , which are all classified as available-for-sale (in thousands): Description Amortized cost Unrealized Gain Unrealized Loss Fair Value September 30, 2018: U.S. treasury securities $ 84,653 $ — $ (38 ) $ 84,615 Total $ 84,653 $ — $ (38 ) $ 84,615 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value | The following tables present information about the Company’s financial assets and liabilities that have been measured at fair value as of September 30, 2018 and December 31, 2017 (in thousands): Description September 30, Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Money market funds included within cash and cash equivalents $ 62,861 $ 62,861 $ — $ — U.S. treasury securities included within cash and cash equivalents 15,738 — 15,738 — U.S. treasury securities included within short-term investments 84,615 — 84,615 — Total $ 163,214 $ 62,861 $ 100,353 $ — Description December 31, Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: Money market funds included within cash and cash equivalents $ 25,042 $ 25,042 $ — $ — Total $ 25,042 $ 25,042 $ — $ — Liabilities: Preferred Stock Warrant Liability $ 424 $ — $ — $ 424 Total $ 424 $ — $ — $ 424 |
Summary of Assumptions in Valuing Material Warrants | The following assumptions were used in valuing the material Warrants: December 31, Risk-free interest rate 2.4 - 2.5% Expected dividend yield — % Expected term (in years) 7.9 - 8.6 Expected volatility 81 - 82% Fair value of preferred stock $2.41 – 2.56 The following assumptions were used to measure the fair market value of the Warrants at conversion on May 11, 2018. Risk-free interest rate 2.3 - 2.4% Expected dividend yield — % Expected term (in years) 7.5 - 9.8 Expected volatility 78 - 82% Fair value of common stock $ 16.00 |
Roll-Forward of Fair Value of Warrant and Debt Derivative Liability Measured at Fair Value on a Recurring Basis | The following table provides a roll-forward of the fair value of the warrant and debt derivative liability measured at fair value on a recurring basis using Level 3 significant unobservable inputs (in thousands): Level 3 Liabilities Balance at December 31, 2017 $ 424 Issuance of embedded derivative instrument 150 Change in fair value of derivative instrument included in other income (expense), net 100 Settlement of derivative instrument (250 ) Issuance of warrants to purchase convertible preferred stock 89 Change in fair value of warrant liability, included in other income (expense), net 306 Exercise of warrants (819 ) Balance at September 30, 2018 $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consists of the following (in thousands): September 30, December 31, Property and equipment: Lab equipment $ 5,078 $ 3,189 Leasehold improvements 1,806 1,334 Furniture and fixtures 522 217 Computers and software 110 77 Office equipment 9 9 Construction-in-process 136 99 Property and equipment 7,661 4,925 Less: accumulated depreciation (1,592 ) (1,429 ) Property and equipment, net $ 6,069 $ 3,496 |
Loan and Security Agreement (Ta
Loan and Security Agreement (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Minimum Aggregate Future Loan Payments | The Company has the following minimum aggregate future loan payments at September 30, 2018 (in thousands): Twelve month period ending September 30, Amount 2019 $ 1,450 2020 8,102 2021 7,064 Total minimum payments $ 16,616 Less amounts representing interest and discount (1,836 ) Less current portion (625 ) Long-term debt, net of current portion $ 14,155 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Aggregate Future Lease Commitments | The minimum aggregate future lease commitments, exclusive of any offsetting sublease rental payments, at September 30, 2018 , are as follows (in thousands). Twelve month period ending September 30, Amount 2019 $ 3,256 2020 3,187 2021 2,951 2022 3,040 2023 3,131 Thereafter 6,546 $ 22,111 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock-based Compensation Expense | Stock-based compensation expense included in the Company’s statements of operations is as follows (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Research and development $ 764 $ 224 $ 1,767 $ 439 General and administrative 831 211 2,727 467 Total stock-based compensation expense $ 1,595 $ 435 $ 4,494 $ 906 |
Summary of Stock Option Activity | A summary of the Company’s stock option activity and related information is as follows: Shares Weighted- Average Exercise Price Options outstanding at December 31, 2017 3,179,536 $ 1.88 Granted 1,811,957 11.47 Exercised (41,436 ) 1.07 Canceled (37,776 ) 5.75 Options outstanding at September 30, 2018 4,912,281 $ 5.41 Exercisable as of September 30, 2018 1,289,775 $ 1.36 Vested and expected to vest as of September 30, 2018 (1) 4,912,281 $ 5.41 (1) This reflects the Company’s adoption and election under ASU 2016-9 to recognize forfeitures as they occur. |
Summary of Restricted Stock Activity | Upon termination of employment of an option holder, the Company has the right to repurchase, at the original purchase price, any unvested restricted shares. Shares Weighted- Average Exercise Price Unvested Restricted Common Stock as of December 31, 2017 257,876 $ 0.40 Vested (88,929 ) 0.33 Unvested Restricted Common Stock as of September 30, 2018 168,947 $ 0.43 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares Outstanding | The following table presents securities that have been excluded from the computations of diluted weighted-average shares outstanding as they would be anti-dilutive: Nine Months Ended 2018 2017 Convertible preferred shares (as converted to common stock) — 16,200,805 Warrant to purchase convertible preferred shares (as converted to common stock) — 47,630 Unvested common stock from early exercise of options 168,947 289,726 Stock options to purchase common stock 4,912,281 2,768,091 Total 5,081,228 19,306,252 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Additional Information (Details) $ in Thousands | May 11, 2018USD ($)shares | Apr. 27, 2018 | Feb. 28, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2018USD ($)segment | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of operating segments | segment | 1 | ||||||
Cash, cash equivalents and short-term investments | $ 164,300 | ||||||
Accumulated deficit | 97,937 | $ 56,411 | |||||
Additional borrowings drawn | $ 5,000 | 4,975 | $ 0 | ||||
Aggregate gross proceeds from transaction | $ 85,000 | $ 0 | |||||
Common Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Reverse stock split ratio | 0.2451 | ||||||
Common Stock | IPO | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Number of shares issued in transaction (in shares) | shares | 5,312,500 | ||||||
Aggregate gross proceeds from transaction | $ 85,000 | ||||||
Net proceeds from transaction | $ 75,800 | ||||||
Conversion of shares, shares converted (in shares) | shares | 22,386,677 | ||||||
Series C Preferred Stock | |||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||
Gross proceeds from sale of Series C convertible preferred stock | $ 81,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||||
Comprehensive loss | $ 15,895 | $ 8,173 | $ 41,541 | $ 19,904 | |
Restricted cash | $ 1,495 | $ 1,495 | $ 1,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Cash and cash equivalents: | ||||
Cash | $ 1,114 | $ 13,204 | ||
Money market funds | 62,861 | 25,042 | ||
U.S. treasury securities | 15,738 | 0 | ||
Total cash and cash equivalents | 79,713 | 38,246 | ||
Restricted cash | 1,495 | 1,500 | ||
Cash, cash equivalents and restricted cash | $ 81,208 | $ 39,746 | $ 47,585 | $ 15,786 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |||
Short term investments | $ 84,615,000 | $ 0 | |
Realized gain (loss) on sale or maturity of available-for-sale securities | 0 | $ 0 | |
Reclassification out of other comprehensive loss | 0 | $ 0 | |
Value of securities in unrealized loss position for less than twelve months | $ 84,600,000 | ||
Maturity period | 3 years |
Investments - Summary of Short-
Investments - Summary of Short-Term Investments Classified as Available-For-Sale (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 84,653,000 | |
Unrealized Gain | 0 | |
Unrealized Loss | (38,000) | |
Fair Value | 84,615,000 | $ 0 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 84,653,000 | |
Unrealized Gain | 0 | |
Unrealized Loss | (38,000) | |
Fair Value | $ 84,615,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets: | ||
Financial assets | $ 163,214 | $ 25,042 |
Liabilities: | ||
Financial liabilities | 424 | |
Preferred Stock Warrant Liability | ||
Liabilities: | ||
Financial liabilities | 424 | |
Money market funds included within cash and cash equivalents | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 62,861 | 25,042 |
U.S. treasury securities | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 15,738 | |
Investments, fair value disclosure | 84,615 | |
Active Markets (Level 1) | ||
Assets: | ||
Financial assets | 62,861 | 25,042 |
Liabilities: | ||
Financial liabilities | 0 | |
Active Markets (Level 1) | Preferred Stock Warrant Liability | ||
Liabilities: | ||
Financial liabilities | 0 | |
Active Markets (Level 1) | Money market funds included within cash and cash equivalents | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 62,861 | 25,042 |
Active Markets (Level 1) | U.S. treasury securities | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 0 | |
Investments, fair value disclosure | 0 | |
Observable Inputs (Level 2) | ||
Assets: | ||
Financial assets | 100,353 | 0 |
Liabilities: | ||
Financial liabilities | 0 | |
Observable Inputs (Level 2) | Preferred Stock Warrant Liability | ||
Liabilities: | ||
Financial liabilities | 0 | |
Observable Inputs (Level 2) | Money market funds included within cash and cash equivalents | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 0 | 0 |
Observable Inputs (Level 2) | U.S. treasury securities | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 15,738 | |
Investments, fair value disclosure | 84,615 | |
Unobservable Inputs (Level 3) | ||
Assets: | ||
Financial assets | 0 | 0 |
Liabilities: | ||
Financial liabilities | 424 | |
Unobservable Inputs (Level 3) | Preferred Stock Warrant Liability | ||
Liabilities: | ||
Financial liabilities | 424 | |
Unobservable Inputs (Level 3) | Money market funds included within cash and cash equivalents | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 0 | $ 0 |
Unobservable Inputs (Level 3) | U.S. treasury securities | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 0 | |
Investments, fair value disclosure | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |||
May 31, 2018 | May 11, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Line Items] | ||||
Value of warrants | $ 0.4 | |||
Outstanding warrants (in shares) | 56,008 | |||
Number of shares repurchased (in shares) | 8,599 | |||
Net proceeds from exercise of warrants | $ 0.1 | |||
Minimum | ||||
Fair Value Disclosures [Line Items] | ||||
Common stock exercise prices (in dollars per share) | $ 0.60 | |||
Maximum | ||||
Fair Value Disclosures [Line Items] | ||||
Common stock exercise prices (in dollars per share) | $ 1.80 | |||
Common Stock | ||||
Fair Value Disclosures [Line Items] | ||||
Fair value of stock (in dollars per share) | $ 16 | |||
Line of Credit | ||||
Fair Value Disclosures [Line Items] | ||||
Success fee | $ 0.3 | $ 0.3 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Assumptions in Valuing Material Warrants (Details) | May 11, 2018$ / shares | Dec. 31, 2017$ / shares |
Common Stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of stock (in dollars per share) | $ 16 | |
Expected Dividend Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Minimum | Convertible Preferred Stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of stock (in dollars per share) | $ 2.41 | |
Minimum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.023 | 0.024 |
Minimum | Expected Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 7 years 6 months | 7 years 10 months 24 days |
Minimum | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.78 | 0.81 |
Maximum | Convertible Preferred Stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of stock (in dollars per share) | $ 2.56 | |
Maximum | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.024 | 0.025 |
Maximum | Expected Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 9 years 9 months 18 days | 8 years 7 months 6 days |
Maximum | Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.82 | 0.82 |
Fair Value Measurements - Roll-
Fair Value Measurements - Roll-Forward of Fair Value of Warrant And Debt Derivative Liability Measured at Fair Value on a Recurring Basis (Details) - Unobservable Inputs (Level 3) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 424 |
Ending Balance | 0 |
Derivative Financial Instruments, Liabilities | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Issuance of embedded derivative instrument and warrants to purchase convertible preferred stock | 150 |
Change in fair value of derivative instrument and warrant liability included in other income (expense), net | 100 |
Settlement of derivative instrument and exercise of warrants | (250) |
Warrant Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Issuance of embedded derivative instrument and warrants to purchase convertible preferred stock | 89 |
Change in fair value of derivative instrument and warrant liability included in other income (expense), net | 306 |
Settlement of derivative instrument and exercise of warrants | $ (819) |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property and equipment: | ||
Property and equipment | $ 7,661 | $ 4,925 |
Less: accumulated depreciation | (1,592) | (1,429) |
Property and equipment, net | 6,069 | 3,496 |
Lab equipment | ||
Property and equipment: | ||
Property and equipment | 5,078 | 3,189 |
Leasehold improvements | ||
Property and equipment: | ||
Property and equipment | 1,806 | 1,334 |
Furniture and fixtures | ||
Property and equipment: | ||
Property and equipment | 522 | 217 |
Computers and software | ||
Property and equipment: | ||
Property and equipment | 110 | 77 |
Office equipment | ||
Property and equipment: | ||
Property and equipment | 9 | 9 |
Construction-in-process | ||
Property and equipment: | ||
Property and equipment | $ 136 | $ 99 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 300 | $ 200 | $ 1,575 | $ 589 |
Loan and Security Agreement - A
Loan and Security Agreement - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)payment | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | May 31, 2018USD ($) | Jun. 30, 2016USD ($) | Nov. 30, 2015USD ($)shares | |
Line of Credit Facility [Line Items] | ||||||||||
Borrowing under loan and security agreement, up to | $ 10,000,000 | $ 10,000,000 | $ 4,000,000 | |||||||
Credit facility, additional borrowing capacity | $ 1,500,000 | |||||||||
Loan and security agreement, borrowing capacity | $ 15,000,000 | $ 15,000,000 | $ 4,000,000 | |||||||
Credit facility, additional amount borrowed | $ 5,000,000 | $ 7,000,000 | ||||||||
Number of monthly payments | payment | 24 | |||||||||
Long-term portion of debt obligation | 14,155,000 | $ 14,155,000 | $ 9,966,000 | |||||||
Interest expense | 200,000 | $ 100,000 | 600,000 | $ 400,000 | ||||||
Series A Preferred Stock | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Number of shares called by warrants (in shares) | shares | 100,000 | |||||||||
Series B Preferred Stock | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Number of shares called by warrants (in shares) | shares | 34,722 | |||||||||
Warrants exercise price per share (in dollars per share) | $ / shares | $ 1.80 | |||||||||
Epiva Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Borrowing under loan and security agreement, up to | 3,000,000 | 3,000,000 | ||||||||
Line of Credit | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Loan and security agreement, interest rate | 4.50% | 3.75% | ||||||||
Current portion of debt obligation | 625,000 | 625,000 | ||||||||
Long-term portion of debt obligation | $ 14,155,000 | $ 14,155,000 | ||||||||
Prepayment fee percentage before August 15, 2018 | 2.00% | |||||||||
Prepayment fee percentage between August 15, 2018 and August 15, 2019 | 0.50% | |||||||||
Success fee | $ 300,000 | $ 300,000 | ||||||||
Line of Credit | Prime Plus | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Loan and security agreement, basis spread on interest rate | 0.25% | 0.25% |
Loan and Security Agreement - S
Loan and Security Agreement - Schedule of Minimum Aggregate Future Loan Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Long-term debt, net of current portion | $ 14,155 | $ 9,966 |
Line of Credit | ||
Line of Credit Facility [Line Items] | ||
2,019 | 1,450 | |
2,020 | 8,102 | |
2,021 | 7,064 | |
Total minimum payments | 16,616 | |
Less amounts representing interest and discount | 1,836 | |
Less current portion | (625) | |
Long-term debt, net of current portion | $ 14,155 |
In-License Agreements - Additio
In-License Agreements - Additional Information (Details) - USD ($) | Aug. 06, 2017 | Mar. 10, 2016 | Sep. 30, 2018 | Apr. 09, 2018 | Dec. 31, 2017 | Jun. 10, 2016 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Purchase of preferred stock (in shares) | 0 | 0 | ||||
Preferred stock par value per share (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Common stock shares issued (in shares) | 31,926,664 | 4,138,483 | ||||
2016 Mayo License Agreement | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Purchase of preferred stock (in shares) | 1,666,667 | |||||
Preferred stock par value per share (in dollars per share) | $ 1.80 | |||||
Common stock shares issued (in shares) | 490 | |||||
Mayo Warrants | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Common stock shares issued (in shares) | 134 | |||||
Warrants to purchase of common stock exercisable (in shares) | 18 | |||||
Number of shares of common stock upon completion (in shares) | 116 | |||||
2017 Mayo License Agreement | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Non-refundable upfront fee | $ 200,000 | |||||
Amount due under license agreement | $ 100,000 | |||||
2017 Mayo License Agreement | Maximum | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Milestone payments upon achievement of certain development, regulatory, and commercial events | $ 56,000,000 | |||||
2016 University of Chicago Agreement | Maximum | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Non-refundable upfront fee | $ 500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Feb. 15, 2018USD ($) | Jan. 31, 2018ft² | |
Commitment And Contingencies [Line Items] | ||||||
Area of leased office and research development space | ft² | 40,765 | |||||
Future minimum rental payments to be received | $ 800,000 | $ 800,000 | ||||
Rent expense | 700,000 | $ 200,000 | 2,200,000 | $ 700,000 | ||
Sublease rent income | $ 200,000 | $ 200,000 | ||||
Exclusivity and Commitment Agreement | Biose Industrie | ||||||
Commitment And Contingencies [Line Items] | ||||||
Exclusivity fee payable | $ 300,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Minimum Aggregate Future Lease Commitments (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 3,256 |
2,020 | 3,187 |
2,021 | 2,951 |
2,022 | 3,040 |
2,023 | 3,131 |
Thereafter | 6,546 |
Aggregate future lease commitments | $ 22,111 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) and Convertible Preferred Stock - Narrative (Details) $ / shares in Units, $ in Thousands | May 11, 2018USD ($)shares | Apr. 27, 2018 | Mar. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares |
Temporary Equity [Line Items] | ||||||
Aggregate gross proceeds from transaction | $ | $ 85,000 | $ 0 | ||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 23,780,338 | |||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | 0 | |||
Convertible preferred stock, shares outstanding (in shares) | 0 | 65,833,096 | ||||
Preferred stock dividend percentage | 8.00% | |||||
Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Convertible preferred stock, shares outstanding (in shares) | 91,315,295 | |||||
Series C Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Preferred stock, issued (in shares) | 25,232,199 | |||||
Purchase price per share (in dollars per share) | $ / shares | $ 3.23 | |||||
Gross proceeds | $ | $ 81,500 | |||||
Series B Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Preferred stock, issued (in shares) | 27,777,778 | |||||
Purchase price per share (in dollars per share) | $ / shares | $ 1.80 | |||||
Gross proceeds | $ | $ 50,000 | |||||
Common Stock | ||||||
Temporary Equity [Line Items] | ||||||
Reverse stock split ratio | 0.2451 | |||||
Common Stock | IPO | ||||||
Temporary Equity [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 5,312,500 | |||||
Aggregate gross proceeds from transaction | $ | $ 85,000 | |||||
Net proceeds from transaction | $ | $ 75,800 | |||||
Conversion of shares, shares converted (in shares) | 22,386,677 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | May 08, 2018 | Apr. 18, 2018 | Jan. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of awards granted (in shares) | 1,811,957 | ||||
Number of shares canceled or exercised (in shares) | 37,776 | ||||
Weighted average fair value of options granted (in dollars per share) | $ 8.18 | $ 3.85 | |||
Employee and Non-Employee Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock based compensation expense, stock options | $ 19.4 | ||||
Compensation cost not yet recognized, period for recognition | 3 years 4 months 9 days | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost not yet recognized, period for recognition | 1 year 7 months 20 days | ||||
Unrecognized stock based compensation expense, restricted stock | $ 0.1 | ||||
Series B Preferred Stock | Non Employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock issued in exchange for service (in shares) | 250,000 | ||||
Series B Preferred Stock | Non Employees | General and administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of underlying shares | $ 0.7 | $ 0.1 | |||
2015 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock available for future grant (in shares) | 5,417,044 | ||||
Number of shares canceled or exercised (in shares) | 33,369 | ||||
Number of shares, options and other equity awards granted (in shares) | 5,758,518 | ||||
Number of shares, options and other equity awards exercised (in shares) | 861,175 | ||||
Number of shares, options and other equity awards canceled (in shares) | 487,846 | ||||
Number of shares no longer authorized (in shares) | 113,006 | ||||
2015 Stock Incentive Plan | Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
2015 Stock Incentive Plan | Minimum | Non-Employee Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
2015 Stock Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted, maximum expiration period | 10 years | ||||
2015 Stock Incentive Plan | Maximum | Non-Employee Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
2018 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of common stock available for future grant (in shares) | 875,285 | ||||
Number of shares canceled or exercised (in shares) | 0 | ||||
Common stock were reserved for issuance (in shares) | 336,356 | ||||
Percentage of outstanding shares | 1.00% | ||||
2018 Stock Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of awards granted (in shares) | 1,344,692 | ||||
Common stock outstanding percentage to be declared as an increase in grants | 4.00% | ||||
Options granted, maximum expiration period | 10 years | ||||
Number of shares issued for purchase (in shares) | 502,776 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 1,595 | $ 435 | $ 4,494 | $ 906 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 764 | 224 | 1,767 | 439 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 831 | $ 211 | $ 2,727 | $ 467 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Shares | |
Options outstanding, beginning balance (in shares) | shares | 3,179,536 |
Granted (in shares) | shares | 1,811,957 |
Exercised (in shares) | shares | (41,436) |
Canceled (in shares) | shares | (37,776) |
Options outstanding, ending balance (in shares) | shares | 4,912,281 |
Exercisable as of period end (in shares) | shares | 1,289,775 |
Vested and expected to vest as of period end (in shares) | shares | 4,912,281 |
Weighted- Average Exercise Price | |
Options outstanding, beginning balance (in dollars per share) | $ / shares | $ 1.88 |
Granted (in dollars per share) | $ / shares | 11.47 |
Exercised (in dollars per share) | $ / shares | 1.07 |
Canceled (in dollars per share) | $ / shares | 5.75 |
Options outstanding, ending balance (in dollars per share) | $ / shares | 5.41 |
Exercisable as of period end (in dollars per share) | $ / shares | 1.36 |
Vested and expected to vest as of period end (in dollars per share) | $ / shares | $ 5.41 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Shares | |
Unvested restricted common stock, beginning balance (in shares) | shares | 257,876 |
Vested (in shares) | shares | (88,929) |
Unvested restricted common stock, ending balance (in shares) | shares | 168,947 |
Weighted- Average Exercise Price | |
Unvested restricted common stock, beginning balance (in dollars per share) | $ / shares | $ 0.40 |
Vested (in dollars per share) | $ / shares | 0.33 |
Unvested restricted common stock, ending balance (in dollars per share) | $ / shares | $ 0.43 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | Sep. 30, 2018USD ($) |
Income Tax Disclosure [Abstract] | |
Foreign earnings | $ 0 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares Outstanding (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,081,228 | 19,306,252 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 0 | 47,630 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,912,281 | 2,768,091 |
Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 0 | 16,200,805 |
Unvested Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 168,947 | 289,726 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Weatherden Ltd | ||
Related Party Transaction [Line Items] | ||
Payment to related party | $ 0.5 | $ 0.2 |
Amounts due to related party | 0.1 | $ 0.1 |
VL46 | ||
Related Party Transaction [Line Items] | ||
Rent due, sublease agreement | 0.9 | |
Revenue, sublease agreement | $ 0.2 |