Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 27, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38473 | |
Entity Registrant Name | Evelo Biosciences, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-5594527 | |
Entity Address, Address Line One | 620 Memorial Drive | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | (617) | |
Local Phone Number | 577-0300 | |
Title of 12(b) Security | Common Stock,$0.001 par value per share | |
Trading Symbol | EVLO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 53,373,882 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001694665 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 124,591 | $ 68,857 |
Prepaid expenses and other current assets | 2,090 | 2,123 |
Accounts receivable | 7,500 | 0 |
Total current assets | 134,181 | 70,980 |
Property and equipment, net | 7,236 | 7,478 |
Right of use asset - operating lease | 10,312 | 10,757 |
Other assets | 1,313 | 1,424 |
Total assets | 153,042 | 90,639 |
Current liabilities: | ||
Accounts payable | 380 | 1,442 |
Accrued expenses | 15,197 | 16,254 |
Operating lease liability, current portion | 1,742 | 1,674 |
Short-term debt | 914 | 0 |
Other current liabilities | 486 | 463 |
Total current liabilities | 18,719 | 19,833 |
Noncurrent liabilities: | ||
Long-term debt | 29,258 | 30,048 |
Operating lease liability, net of current portion | 9,463 | 9,989 |
Deferred revenue | 7,500 | 0 |
Other noncurrent liabilities | 263 | 284 |
Total liabilities | 65,203 | 60,154 |
Commitments and contingencies | ||
Stockholder’s equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding as of March 31, 2021 and December 31, 2020, respectively | 0 | 0 |
Common stock, $0.001 par value; 200,000,000 shares authorized; 53,376,125 and 47,488,505 shares issued and 53,357,739 and 47,470,119 shares outstanding as of March 31, 2021 and December 31, 2020, respectively | 53 | 47 |
Additional paid-in capital | 408,501 | 322,957 |
Accumulated deficit | (320,715) | (292,519) |
Total stockholders’ equity | 87,839 | 30,485 |
Total liabilities and stockholders’ equity | $ 153,042 | $ 90,639 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
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 | 200,000,000 |
Common stock, shares issued (in shares) | 53,376,125 | 47,488,505 |
Common stock, shares outstanding (in shares) | 53,357,739 | 47,470,119 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 21,508 | $ 17,419 |
General and administrative | 5,963 | 5,842 |
Total operating expenses | 27,471 | 23,261 |
Loss from operations | (27,471) | (23,261) |
Other (expense) income: | ||
Interest expense, net | (765) | (181) |
Other income, net | 162 | 466 |
Other (expense) income, net | (603) | 285 |
Loss before income taxes | (28,074) | (22,976) |
Income tax expense | (122) | (65) |
Net loss | $ (28,196) | $ (23,041) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.55) | $ (0.71) |
Weighted-average number of common shares outstanding, basic and diluted (in shares) | 51,343,923 | 32,250,050 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 32,170,605 | |||
Beginning balance at Dec. 31, 2019 | $ 60,197 | $ 32 | $ 259,018 | $ (198,853) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Vesting of restricted common stock (in shares) | 13,390 | |||
Vesting of restricted common stock | 7 | 7 | ||
Exercise of stock options (in shares) | 137,213 | |||
Exercise of stock options | 226 | 226 | ||
Stock-based compensation expense | 1,955 | 1,955 | ||
Net loss | (23,041) | (23,041) | ||
Ending balance (in shares) at Mar. 31, 2020 | 32,321,208 | |||
Ending balance at Mar. 31, 2020 | 39,344 | $ 32 | 261,206 | (221,894) |
Beginning balance (in shares) at Dec. 31, 2020 | 47,470,119 | |||
Beginning balance at Dec. 31, 2020 | 30,485 | $ 47 | 322,957 | (292,519) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock, net (in shares) | 5,814,734 | |||
Issuance of common stock, net | 81,961 | $ 6 | 81,955 | |
Issuance of common stock under the Employee Stock Purchase Plan (in shares) | 27,587 | |||
Issuance of common stock under Employee Stock Purchase Plan | $ 90 | 90 | ||
Exercise of stock options (in shares) | 45,299 | 45,299 | ||
Exercise of stock options | $ 235 | 235 | ||
Stock-based compensation expense | 3,264 | 3,264 | ||
Net loss | (28,196) | (28,196) | ||
Ending balance (in shares) at Mar. 31, 2021 | 53,357,739 | |||
Ending balance at Mar. 31, 2021 | $ 87,839 | $ 53 | $ 408,501 | $ (320,715) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | ||
Net loss | $ (28,196) | $ (23,041) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 3,264 | 1,955 |
Depreciation expense | 536 | 491 |
Non-cash interest expense | 124 | 50 |
Non-cash lease expense | 445 | 627 |
Gain on sale of fixed assets, net | 0 | (3) |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | 46 | 298 |
Accounts receivable | (7,500) | 0 |
Accounts payable | (1,062) | 565 |
Accrued expenses and other current liabilities | (981) | 146 |
Operating lease liabilities | (458) | (624) |
Deferred revenue | 7,500 | 0 |
Other liabilities | 2 | 21 |
Net cash used in operating activities | (26,280) | (19,515) |
Investing activities | ||
Purchases of property and equipment | (314) | (435) |
Proceeds from sale of fixed assets | 0 | 6 |
Net cash used in investing activities | (314) | (429) |
Financing activities | ||
Proceeds from issuance of common stock, net of issuance cost | 82,003 | 0 |
Proceeds from issuance of common stock under employee stock purchase plan and exercise of stock options | 325 | 226 |
Net cash provided by financing activities | 82,328 | 226 |
Net increase in cash, cash equivalents and restricted cash | 55,734 | (19,718) |
Cash, cash equivalents and restricted cash – beginning of period | 70,420 | 79,333 |
Cash, cash equivalents and restricted cash – end of period | 126,154 | 59,615 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 649 | 437 |
Noncash investing and financing activities | ||
Public offering costs in accrued expenses | 42 | 0 |
Property and equipment additions in accrued expenses | $ 171 | $ 406 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Evelo Biosciences, Inc. ("Evelo" or the "Company”) is a biotechnology company which was incorporated in Delaware on May 6, 2014. The Company is discovering and developing oral biologics designed to act on cells in the small intestine with systemic therapeutic effects. The Company is advancing these oral biologics with the aim of treating a broad range of immune mediated diseases with an initial focus on inflammatory diseases and oncology. The Company is headquartered in Cambridge, Massachusetts. Since inception, the Company has devoted 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. To date, the Company has financed operations primarily with the proceeds from issuance of common stock combined with proceeds from previous sales of convertible preferred stock to equity investors and debt financing. On June 3, 2019, the Company filed a Registration Statement on Form S-3 (File No. 333-231911) (the “Shelf”) with the SEC in relation to the registration of common stock, preferred stock, debt securities, warrants and/or units of any combination thereof in the aggregate amount of up to $200.0 million for a period of up to three years from the date of its effectiveness on June 6, 2019. The Company also simultaneously entered into a sales agreement (the "ATM") with Cowen and Company, LLC, as sales agent, providing for the offering, issuance and sale by the Company of up to an aggregate $50.0 million of its common stock from time to time in “at-the-market” offerings under the Shelf. For the three months ended March 31, 2021, the Company sold 139,734 common shares under the ATM with offering prices ranging between $12.54 and $13.17 per share for gross proceeds of $1.8 million and net proceeds of $1.7 million, after deducting commission and other offering expenses payable by the Company. On February 2, 2021, the Company sold 5,175,000 shares of its common stock in an underwritten public offering at a public offering price of $15.00 per share, including the underwriters' exercise of their option to purchase 675,000 shares to cover over-allotment, generating gross proceeds of $77.6 million and net proceeds of underwriting discounts and commission of $72.7 million, after deducting underwriting discounts and commission and other offering expenses paid by the Company. On January 28, 2021, the Company entered into a stock purchase agreement with ALJ Health Care & Life Science Company Limited ("ALJ Health Care"), pursuant to which on February 2, 2021, ALJ Health Care purchased $7.5 million of our common stock in a private placement at a purchase price of $15.00 per share, equal to the public offering price per share at which our common stock was sold to the public as referred above. The sale of such shares was not registered under the Securities Act. The Company has incurred operating losses since inception and expects such losses and negative operating cash flows to continue for the foreseeable future. The Company historically has funded its operations from the issuance of convertible notes, convertible preferred stock and common stock, and through debt financings. As of March 31, 2021, the Company had cash and cash equivalents of $124.6 million and an accumulated deficit of $320.7 million. The Company expects that its cash and cash equivalents as of March 31, 2021, together with expected proceeds from an upfront payment under the Company's commercialization and license agreement with Meddist Company Limited ("ALJ", see Note 3 for additional information regarding the commercialization and license agreement), will be sufficient to fund the operating expenditures and capital expenditure requirements necessary to advance its research efforts and clinical trials for at least one year from the date of issuance of these unaudited condensed consolidated financial statements. The future viability of the Company beyond one year from the date of issuance of these unaudited condensed consolidated financial statements is dependent on its ability to raise additional capital to finance its operations. The Company's inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurance that the current |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited 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 ASU of the 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 Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and notes thereto. The unaudited condensed 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 condensed consolidated financial statements contain all adjustments which are necessary to present fairly the Company’s financial position as of March 31, 2021, the results of its operations and stockholders' equity for the three months ended March 31, 2021 and 2020 and cash flows for the three months ended March 31, 2021 and 2020. Such adjustments are of a normal and recurring nature. The results for the three months ended March 31, 2021 are not necessarily indicative of the results for the year ending December 31, 2021, or for any future period. Use of Estimates The preparation of the unaudited condensed 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 unaudited condensed consolidated financial statements include, but are not limited to, estimates related to the application of ASC 606 to our collaboration agreement with ALJ, 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 subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Emerging Growth Company Status Evelo is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Evelo may take advantage of these exemptions until it is 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. Evelo has elected to use the extended transition period for complying with new or revised accounting standards, and, as a result of this election, its consolidated financial statements may not be comparable to companies that comply with public company effective dates. Evelo may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of its IPO or such earlier time that it is no longer an emerging growth company. Evelo would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue, it has more than $700.0 million in market value of its stock held by non-affiliates (and has been a public company for at least 12 months and has filed one annual report on Form 10-K), or it has issued more than $1.0 billion of non-convertible debt securities over a three-year period. Comprehensive Income or Loss Comprehensive income (loss) consists of net income (loss) and changes in equity during a period from transactions and other equity and circumstances generated from non-owner sources. The Company’s net loss equals comprehensive loss for all periods presented. 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. 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 and deposits held in relation to the company's credit card facility. As of March 31, 2021 and December 31, 2020 the Company had $0.3 million in current restricted cash within prepaid expenses and other current assets and $1.3 million in noncurrent restricted cash which were included within other assets in the unaudited condensed consolidated balance sheets. The following reconciles cash, cash equivalents and restricted cash as of March 31, 2021 and December 31, 2020, as presented on the Company's statements of cash flows, to its related balance sheet accounts (in thousands): March 31, 2021 December 31, 2020 Cash and cash equivalents: Cash $ 3,013 $ 4,487 Money market funds 121,578 64,370 Total cash and cash equivalents 124,591 68,857 Restricted cash 1,563 1,563 Cash, cash equivalents and restricted cash $ 126,154 $ 70,420 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. Collaboration Agreements The Company analyzes its collaboration arrangements to assess whether they are within the scope of Topic 808 to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. To the extent the arrangement is within the scope of ASC 808, the Company assesses whether aspects of the arrangement between the Company and its collaboration partner are within the scope of other accounting literature, including ASC 606. If it is concluded that some or all aspects of the arrangement represent a transaction with a customer, the Company will account for those aspects of the arrangement within the scope of ASC 606. ASC 808 provides guidance for the presentation and disclosure of transactions in collaborative arrangements, but it does not provide recognition or measurement guidance. Therefore, if the Company concludes a counterparty to a transaction is not a customer or otherwise not within the scope of ASC 606, the Company considers the guidance in other accounting literature, including the guidance in ASC 606, as applicable or by analogy to account for such transaction. The classification of transactions under the Company’s arrangements is determined based on the nature and contractual terms of the arrangement along with the nature of the operations of the participants. Revenue Recognition The Company analyzes its collaboration arrangements to assess whether they are within the scope of Accounting Standards Codification ASC Topic 808, Collaborative Arrangements (“ASC 808”), to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, it performs the following steps: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) each performance obligation is satisfied. ASC 606 requires significant judgment and estimates and results in changes to, but not limited to: (i) the determination of the transaction price, including estimates of variable consideration, (ii) the allocation of the transaction price, including the determination of estimated selling price, and (iii) the pattern of recognition, including the application of proportional performance as a measure of progress on service-related promises and application of point-in-time recognition for supply-related promises. The promised good or services in the Company’s arrangement may consist of license rights to the Company’s intellectual property or research and development services. The Company also may have optional additional items in contracts, which are considered marketing offers and are accounted for as separate contracts with the customer if such option is elected by the customer, unless the option provides a material right which would not be provided without entering into the contract. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer. Promised goods or services are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources or (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on their own or whether the required expertise is readily available. The transaction price may be comprised of fixed payments, often an upfront payment due at contract inception, or other types of variable consideration in the form of payments for the Company’s services and materials and milestone payments due upon the achievement of specified events. Other payments the Company could be entitled to include tiered royalties earned when customers recognize net sales of licensed products. The Company considers the existence of any significant financing component within its arrangements to the extent there is a significant difference between the timing of payment and the transfer of control of the performance obligations. In making that determination, the Company considers whether a substantive business purposes exist to support the payment structure other than to provide a significant benefit of financing. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes either the expected value method or the most likely amount method to estimate the amount of variable consideration, depending on which method is expected to better predict the amount of consideration to which the Company will be entitled. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. With respect to arrangements that include payments for a development or regulatory milestone payment, the Company evaluates whether the associated event is considered probable of achievement and estimate the amount to be included in the transaction price using the most likely amount method. Milestone payments that are not within the Company’s control or the licensee, such as those dependent upon receipt of regulatory approval, are not considered to be probable of achievement until the triggering event occurs. At the end of each reporting period, the Company re-evaluates the probability of achievement of each milestone and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. For arrangements that include sales-based royalties, including milestone payments based upon the achievement of a certain level of product sales, wherein the license is deemed to be the sole or predominant item to which the payments relate, the Company recognizes revenue upon the later of: (i) when the related sales occur or (ii) when the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied). Consideration that would be received for optional goods and/or services is excluded from the transaction price at contract inception. For arrangements with more than one performance obligation, the Company generally allocates the transaction price to each performance obligation based on a relative standalone selling price basis. The Company develops assumptions that require judgment to determine the standalone selling price for each performance obligation in consideration of applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated research and development costs. However, in certain instances, the Company may allocate variable consideration entirely to one or more performance obligation if the terms of the variable consideration relate to the satisfaction of the respective performance obligation and the amount allocated is consistent with the amount the Company would expect to receive for the satisfaction of the respective performance obligation. The Company recognizes revenue based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good or service to the customer. For performance obligations that are satisfied at a point in time, the Company recognizes revenue when control of the goods and/or services is transferred to the customer. For performance obligations that are satisfied over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of the performance obligation using a single method of measuring progress which depicts the performance in transferring control of the associated goods and/or services to the customer. With respect to arrangements containing a license to its intellectual property that is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from amounts allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. Contract Liabilities The Company records a contract liability, classified as deferred revenue on its condensed consolidated balance sheet, when it has received payment but has not yet satisfied the related performance obligations. In the event of an early termination of a contract with a customer, any contract liabilities would be recognized in the period in which all Company obligations under the agreement have been fulfilled. 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 payroll, consulting, and manufacturing costs associated with the development of the Company’s product candidates. Costs for certain development activities, such as clinical trials and manufacturing development activities, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, and information provided to the Company by its vendors on their actual costs incurred or level of effort expended. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected on the unaudited condensed consolidated balance sheets as prepaid or accrued research and development expenses. 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 determination of the fair value of stock options on the date of grant using an option-pricing model is affected by the Company’s common stock price, as well as a number of other assumptions. The Company records forfeitures as they occur. 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. Segments 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 purposes of allocating resources. Recently Adopted Accounting Pronouncements Income Taxes In December 2019, the FASB issued ASU No. 2019 -12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new standard was effective for the Company on January 1, 2021 and it includes several provisions which simplify accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and increasing consistency and clarity for the users of financial statements. The Company adopted ASU 2019-12 on January 1, 2021 and has concluded the adoption did not have a material impact on its unaudited condensed consolidated financial statements. Accounting Pronouncements Issued and Not Adopted as of March 31, 2021 Financial Instruments - Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments, which has been subsequently amended by ASU No 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU No. 2019-11 and ASU No. 2020-03 (“ASU 2016-13”). The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the potential impact that this standard may have on its financial position and results of operations, as well as the timing of its adoption of this standard. Debt with Conversion and Other Options On August 5, 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU-2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models in ASC 470-20 that require separate accounting for embedded conversion features from convertible instruments. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Additionally, the guidance simplifies the evaluation of whether a contract in the issuer’s own equity can be classified in equity or an embedded feature qualifies for the derivative scope exception. Although the guidance is not effective until 2022, early adoption of ASU 2020-06 is permitted for all entities for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of this new guidance on the Company’s condensed consolidated financial statements and related disclosures. |
ALJ Commercialization and Licen
ALJ Commercialization and License Agreement | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ALJ Commercialization and License Agreement | ALJ Commercialization and License Agreement On March 17, 2021, the Company entered into a commercialization and license agreement (the “ALJ Agreement”) with ALJ. Pursuant to the ALJ Agreement, the Company granted to ALJ an exclusive, non-transferable, sublicensable license to the Company’s product candidate, EDP1815 (together with any replacement or second products of the Company described below, the “Products”) solely (i) to conduct development activities relating to the Products allocated to ALJ in a development plan agreed with the Company, (ii) to conduct manufacturing activities relating to the Products in all therapeutic uses in humans (the “Field”) throughout the world, subject to certain conditions and requirements, and (iii) to commercialize the Products in the Field in all countries of Africa and the Middle East-Turkey, excluding certain restricted countries (the “Territory”). If the Company ceases development of EDP1815 prior to receipt of regulatory approval required for commercialization of EDP1815 in any one of the United States, the United Kingdom, France, Germany, Spain, Italy, China or Japan, then ALJ will have the right to designate another product candidate of the Company as a replacement to EDP1815 or terminate the ALJ Agreement, subject to certain conditions and requirements. Further, for the first two years of the term, ALJ has the option to negotiate with the Company to add a second product candidate of the Company subject to certain conditions and requirements, for an additional license fee not to exceed $7.5 million. In consideration for the rights the Company granted under the ALJ Agreement, ALJ obligated to pay to the Company a one-time, non-refundable upfront payment of $7.5 million. The parties will also share the future operating profits and losses for all Products in the Territory equally (50:50) as well as certain development, regulatory and commercialization costs. The Company concluded that the delivery of the license to ALJ, should be accounted for under ASC 606. The development, regulatory and commercialization activities within the Territory will be accounted for under ASC 808. The Company has not recognized any revenue under the ALJ Agreement to date as they have not completed any performance obligation within the agreement. As of March 31, 2021, the Company has recognized $7.5 million of deferred revenue, which is classified as a non-current liability in the accompanying unaudited condensed consolidated balance sheets as the performance obligation is not expected to be completed within the next twelve months. 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 the Mayo Foundation for Medical Education and Research, an affiliate of Mayo Clinic (the “Mayo Clinic”). Under the 2016 Mayo License Agreement, the Mayo Clinic was entitled to certain participation rights in connection with the issuance and sale of preferred stock that was issued prior to the Company’s public offering and warrants which were issued in 2016 and exercised in 2018. On August 6, 2017, the Company and the Mayo Clinic entered into a license agreement (“2017 Mayo License Agreement”). Under the 2017 Mayo License Agreement, the Mayo Clinic granted the Company (i) an exclusive, worldwide, sublicensable license under the Mayo Clinic’s rights to certain intellectual property and microbial strains and (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 will pay 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 the Mayo Clinic 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 in low single-digit percentages. As of March 31, 2021, the Company has incurred milestone payments to date totaling approximately $0.3 million under the agreement of which no amounts are currently due. 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 will pay annual license maintenance fees. Nonrefundable upfront fees were expensed 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, totaling an aggregate of approximately $60.9 million 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. As of March 31, 2021, the Company has incurred milestone payments to date totaling approximately $0.4 million under the agreement of which no amounts are currently due. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases 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 maintained an additional separate operating lease for office and laboratory space that expired in May 2020. The leases require security deposits, which the Company has primarily met with letters of credit from a financial institution that is 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 expired in April 2020. The minimum rental payments received under this agreement totaled $0.1 million for the three months ended March 31, 2020 and were equivalent to the minimum payments due from the Company to the landlord. For the three months ended March 31, 2021 and March 31, 2020, the Company recorded rent expense of $0.7 million. There was no sublease rental income for the three months ended March 31, 2021. For the three months ended March 31, 2020, the Company recorded rent expense net of sublease rental income of $0.2 million. Sublease rental income is inclusive of rental payments, taxes and operating expenses. The minimum aggregate future lease commitments at March 31, 2021, are as follows (in thousands): Amount 2021 (excluding payments made as of March 31, 2021) $ 1,990 2022 3,062 2023 3,154 2024 3,249 2025 2,491 Total lease payments 13,946 Less imputed interest (2,741) Total $ 11,205 Other information: Operating cash flows used for operating leases $ 738 Weighted-average remaining lease term (in years) 4.5 Weighted-average discount rate 9.5 % |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 and December 31, 2020 (in thousands): Description March 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Money market funds included within cash and cash equivalents $ 121,578 $ 121,578 $ — $ — Total $ 121,578 $ 121,578 $ — $ — Description December 31, 2020 (Level 1) (Level 2) (Level 3) Assets: Money market funds included within cash and cash equivalents $ 64,370 $ 64,370 $ — $ — Total $ 64,370 $ 64,370 $ — $ — As of March 31, 2021 and December 31, 2020, the Company's cash equivalents 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. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consists of the following (in thousands): March 31, 2021 December 31, 2020 Property and equipment: Lab equipment $ 8,997 $ 8,831 Leasehold improvements 2,157 2,157 Furniture and fixtures 822 822 Computers and software 230 230 Office equipment 3 3 Construction-in-process 1,206 1,078 Property and equipment 13,415 13,121 Less: accumulated depreciation (6,179) (5,643) Property and equipment, net $ 7,236 $ 7,478 The Company recognized $0.5 million of depreciation expense for the three months ended March 31, 2021 and March 31, 2020. |
Loan and Security Agreements
Loan and Security Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreements | Loan and Security Agreements On July 19, 2019, the Company entered into a loan and security agreement (as amended, the "2019 Credit Facility") with K2 HealthVentures LLC and others (collectively, "K2HV") pursuant to which the K2HV agreed to make term loans in an aggregate principal amount of up to $45.0 million available to the Company in three tranches. The initial tranche of $20.0 million was funded upon closing on July 19, 2019. As amended on May 15, 2020, the second tranche of $10.0 million was available to be funded between December 1, 2019 and July 15, 2020 and was drawn down on July 14, 2020. The third tranche of $15.0 million expired on January 15, 2021. Borrowings under the 2019 Credit Facility are collateralized by substantially all of the Company's personal property, excluding intellectual property, and the Company pledged its equity interests in its subsidiaries, subject to certain limitations with respect to its foreign subsidiaries. Interest on the outstanding loan balance will accrue at a variable annual rate equal to the greater of (i) 8.65% and (ii) the prime rate plus 3.15%. The Company is required to make interest-only payments on the loans on a monthly basis through February 28, 2022. Subsequent to the interest only periods, the Company is required to make equal monthly payments of principal plus interest until the loans mature on August 1, 2024. Upon final payment or prepayment of the loans, the Company must pay a final payment equal to 4.3% of the loans borrowed, which is being accrued to interest expense over the term of the loan using the effective-interest method. The Company incurred fees associated with establishing the 2019 Credit Facility of $0.4 million. The Company has an option to prepay the loans in whole, subject to a prepayment fee of 2% of the amount prepaid or, if the prepayment occurs after the 18-month anniversary of the funding date of the loans, 1% of the amount prepaid. The 2019 Credit Facility contains customary representations, warranties and covenants and also includes customary events of default, including payment defaults, breaches of covenants, change of control and occurrence of a material adverse effect. The Company has determined that the risk of subjective acceleration under the material adverse events clause was remote and therefore has classified the long-term portion of the outstanding principal in non-current liabilities. Upon the occurrence and continuation of an event of default, a default interest rate of an additional 5% per annum may be applied to the outstanding loan balances, and the administrative agent, collateral agent, and lenders may declare all outstanding obligations immediately due and payable and exercise all of their rights and remedies as set forth in the 2019 Credit Facility and under applicable law. As of March 31, 2021, the Company was in compliance with all covenants under the 2019 Credit Facility. The Company has the following minimum aggregate future loan payments at March 31, 2021 (in thousands). Twelve month period ending March 31, Amount 2022 $ 3,545 2023 13,387 2024 13,387 2025 6,912 Total minimum payments 37,231 Less amounts representing interest and discount (7,059) Total Debt $ 30,172 Interest expense was approximately $0.8 million and $0.4 million for the three months ended March 31, 2021 and 2020. |
In-License Agreements
In-License Agreements | 3 Months Ended |
Mar. 31, 2021 | |
Research and Development [Abstract] | |
In-License Agreements | ALJ Commercialization and License Agreement On March 17, 2021, the Company entered into a commercialization and license agreement (the “ALJ Agreement”) with ALJ. Pursuant to the ALJ Agreement, the Company granted to ALJ an exclusive, non-transferable, sublicensable license to the Company’s product candidate, EDP1815 (together with any replacement or second products of the Company described below, the “Products”) solely (i) to conduct development activities relating to the Products allocated to ALJ in a development plan agreed with the Company, (ii) to conduct manufacturing activities relating to the Products in all therapeutic uses in humans (the “Field”) throughout the world, subject to certain conditions and requirements, and (iii) to commercialize the Products in the Field in all countries of Africa and the Middle East-Turkey, excluding certain restricted countries (the “Territory”). If the Company ceases development of EDP1815 prior to receipt of regulatory approval required for commercialization of EDP1815 in any one of the United States, the United Kingdom, France, Germany, Spain, Italy, China or Japan, then ALJ will have the right to designate another product candidate of the Company as a replacement to EDP1815 or terminate the ALJ Agreement, subject to certain conditions and requirements. Further, for the first two years of the term, ALJ has the option to negotiate with the Company to add a second product candidate of the Company subject to certain conditions and requirements, for an additional license fee not to exceed $7.5 million. In consideration for the rights the Company granted under the ALJ Agreement, ALJ obligated to pay to the Company a one-time, non-refundable upfront payment of $7.5 million. The parties will also share the future operating profits and losses for all Products in the Territory equally (50:50) as well as certain development, regulatory and commercialization costs. The Company concluded that the delivery of the license to ALJ, should be accounted for under ASC 606. The development, regulatory and commercialization activities within the Territory will be accounted for under ASC 808. The Company has not recognized any revenue under the ALJ Agreement to date as they have not completed any performance obligation within the agreement. As of March 31, 2021, the Company has recognized $7.5 million of deferred revenue, which is classified as a non-current liability in the accompanying unaudited condensed consolidated balance sheets as the performance obligation is not expected to be completed within the next twelve months. 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 the Mayo Foundation for Medical Education and Research, an affiliate of Mayo Clinic (the “Mayo Clinic”). Under the 2016 Mayo License Agreement, the Mayo Clinic was entitled to certain participation rights in connection with the issuance and sale of preferred stock that was issued prior to the Company’s public offering and warrants which were issued in 2016 and exercised in 2018. On August 6, 2017, the Company and the Mayo Clinic entered into a license agreement (“2017 Mayo License Agreement”). Under the 2017 Mayo License Agreement, the Mayo Clinic granted the Company (i) an exclusive, worldwide, sublicensable license under the Mayo Clinic’s rights to certain intellectual property and microbial strains and (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 will pay 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 the Mayo Clinic 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 in low single-digit percentages. As of March 31, 2021, the Company has incurred milestone payments to date totaling approximately $0.3 million under the agreement of which no amounts are currently due. 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 will pay annual license maintenance fees. Nonrefundable upfront fees were expensed 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, totaling an aggregate of approximately $60.9 million 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. As of March 31, 2021, the Company has incurred milestone payments to date totaling approximately $0.4 million under the agreement of which no amounts are currently due. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Collaboration Agreement with Sacco S.r.l. In July 2019, the Company entered into an agreement with Sacco S.r.l. ("Sacco"), an affiliate of one of the Company’s existing contract manufacturing organizations, pursuant to which and subject to certain exceptions for pre-existing products for pre-existing customers, Sacco will manufacture and supply single strain, non-genetically modified microbes intended for oral delivery or oral use in pharmaceutical products exclusively for the Company for a period of five years. Sacco may terminate the agreement if the provision of manufacturing services has been, or is scheduled to be, inactive for a period of six Litigation and Other Proceedings 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. On February 12, 2021, the European Patent Office issued a Communication of a Notice of Opposition for European patent EP 3223834, which is held by the Company. The Company is evaluating its available options and deciding next steps with respect to this matter. The patent at issue does not relate to any of the Company’s current product candidates, and receipt of this communication and/or any subsequent proceeding is not expected to affect any of the Company’s current development plans. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common Stock On June 3, 2019, the Company filed a Shelf with the SEC in relation to the registration of common stock, preferred stock, debt securities, warrants and/or units of any combination thereof in the aggregate amount of up to $200.0 million for a period of up to three years from the date of the filing. The Company also simultaneously entered into the ATM, providing for the offering, issuance and sale by the Company of up to an aggregate $50.0 million of its common stock from time to time in “at-the-market” offerings under the Shelf. For the three months ended March 31, 2021, the Company sold 139,734 common shares under the ATM with offering prices ranging between $12.54 and $13.17 per share for gross proceeds of $1.8 million and net proceeds of $1.7 million, after deducting commission and other offering expenses payable by the Company. On February 2, 2021, the Company sold 5,175,000 shares of its common stock in an underwritten public offering at a public offering price of $15.00 per share, including the underwriters' exercise of their option to purchase 675,000 shares to cover over-allotment, generating gross proceeds of $77.6 million and net proceeds of underwriting discounts and commission of $72.7 million, after deducting underwriting discounts and commission and other offering expenses paid by the Company. On February 2, 2021, ALJ Health Care purchased $7.5 million of the Company's common stock in a private placement at a purchase price of $15.00 per share, equal to the public offering price per share at which the Company's common stock was sold to the public as referred above. The sale of such shares will not be registered under the Securities Act. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2018 Incentive Award Plan The Company’s board of directors adopted on April 18, 2018, and the Company’s stockholders approved, the 2018 Incentive Award Plan (the “2018 Plan”), which became effective May 8, 2018 and 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 (as amended, the "2015 Plan"). The 2018 Plan initially allowed the Company to grant awards for up to 1,344,692 shares of common stock plus that number of shares of common stock subject to awards outstanding under the 2015 Plan that expire, lapse or become terminated or are exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited following the effective date of the 2018 Plan. Each year starting with 2019 and ending in and including 2028, 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 on the final day of the preceding calendar year or the number of shares determined by the Company’s board of directors. Accordingly, on January 1, 2021 and 2020, the number of shares authorized for issuance under the 2018 Plan was increased by 1,898,805 shares and 1,286,824 shares, respectively. The 2015 Plan continues 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 not less than the fair market value of a share of the Company’s common stock on the grant date. Other terms of awards, including vesting requirements, are determined by the board of directors and are subject to the provisions of the 2018 Plan. Stock options granted to employees generally vest over a four-year period but may be granted with different vesting terms. 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 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 ("RSAs"), and other stock-based awards to the Company’s employees, officers, directors, consultants and advisors. The terms of equity award agreements, including vesting requirements, were 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 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 March 31, 2021, an aggregate of 5,758,518 options and other equity awards had been granted under the 2015 Plan, of which 1,404,004 have been exercised, 1,269,395 have been canceled and 18,468 have been repurchased as of March 31, 2021. 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 for issuance under the 2015 Plan as of May 8, 2018. Stock-Based Compensation Expense Stock-based compensation expense included in the Company’s unaudited condensed consolidated statements of operations is as follows (in thousands): Three Months Ended March 31, 2021 2020 General and administrative $ 1,441 $ 889 Research and development 1,823 1,066 Total stock-based compensation expense $ 3,264 $ 1,955 Stock Options A summary of the Company’s stock option activity and related information is as follows: Shares Weighted- Options outstanding at December 31, 2020 6,610,662 $ 6.55 Granted 1,767,919 16.39 Exercised (45,299) 5.19 Canceled (42,782) 9.64 Options outstanding at March 31, 2021 8,290,500 $ 8.62 Exercisable as of March 31, 2021 4,023,854 $ 5.85 The weighted-average fair value of options granted during the three months ended March 31, 2021 and 2020 was $12.07 and $4.81, respectively. As of March 31, 2021, total unrecognized stock-based compensation expense relating to unvested stock options was $32.0 million. This amount is expected to be recognized over a weighted average period of 2.65 years. Restricted Stock Unit A summary of the Company’s restricted stock unit (RSU) activity and related information is as follows: Shares Weighted- Unvested balance at December 31, 2020 284,000 $ 4.41 Granted 102,796 16.65 Vested — — Forfeited (1,546) 16.65 Unvested balance at March 31, 2021 385,250 $ 7.63 Stock-based compensation expense related to RSUs was $0.2 million for the three months ended March 31, 2021. 2018 Employee Stock Purchase Plan The Company's board of directors adopted on April 18, 2018, and 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 initially 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 and including 2028, by an amount equal to the lesser 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. The Company's board of directors authorized an initial offering period under the ESPP commencing on February 1, 2020. Accordingly, on January 1, 2021, the number of shares authorized for issuance under the ESPP was increased by 474,701 shares. The compensation expense recognized related to the ESPP for the three ended March 31, 2021 and 2020 was not material. There was a total of 27,587 shares purchased under the ESPP during the three months ended March 31, 2021. There were no shares purchased under the ESPP during the three months ended March 31, 2020. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
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. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020. The CARES Act contained several key provisions including: (i) five year carryback of net operating losses (“NOLs”), (ii) increase in amount of business interest expense deductible under Section 163(j) of the Internal Revenue Code from 30% to 50% for tax years 2019 and 2020, (iii) delay of payment of employer payroll taxes, (iv) temporary refundable employee retention credit, (v) suspension of certain aviation and alcohol excise taxes and (vi) technical correction for qualified improvement property. As of March 31, 2021, the Company had deferred $0.4 million in employer payroll taxes pursuant to the CARES Act, of which $0.2 million is included in the accrued expenses and $0.2 million is included in the other noncurrent liabilities in these unaudited condensed consolidated balance sheets. For both three months ended March 31, 2021 and 2020 the Company recorded a tax provision of $0.1 million, primarily related to the Company's wholly-owned UK subsidiary. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
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, issuance of common stock under the ESPP and restricted common stock, outstanding during the period determined using the 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: Three Months Ended March 31, 2021 2020 Unvested common stock from early exercise of options 18,386 48,263 Stock options to purchase common stock 8,290,500 6,352,031 RSUs 385,250 — Common stock offering from ESPP 7,786 14,043 Total 8,701,922 6,414,337 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company receives clinical advisory services from Weatherden Ltd. (“Weatherden”) under agreements that were entered into during 2017 and 2018. Duncan McHale, the Company’s Chief Medical Officer, is a part owner of Weatherden. During the three months ended March 31, 2021 and 2020, the Company paid Weatherden $0.1 million and $0.2 million, respectively. As of March 31, 2021 and 2020, the amount due to Weatherden under the supply of service agreement was approximately $0.1 million in each period. In June 2018, the Company entered into a subleasing arrangement with Ring Therapeutics, Inc. (formerly VL46, Inc.), an affiliate of one of its stockholders, Flagship Venture Funds. Under the terms of the sublease, the Company invoiced Ring Therapeutics for an aggregate $0.9 million in rent payments which were due during the period from July 1, 2018 through April 30, 2020, the sublease expiration date, plus related taxes and lease operating costs. For the three months ended March 31, 2020, $0.2 million related to this sublease, inclusive of rent payments, taxes and operating expenses, has been recorded as an offset to operating expense within the unaudited condensed consolidated statements of operations. The Company entered into a consulting agreement with David Epstein (the "Consulting Agreement"), the Company's Chairman of the Board, effective September 16, 2019 pursuant to which Mr. Epstein provides strategic advisory and other consulting services to the Company. The Consulting Agreement was amended on October 15, 2020 and again on April 9, 2021, and now has a term that is scheduled to end on June 30, 2022 unless terminated earlier by either Mr. Epstein or the Company upon 30 days’ notice, or 24 hours’ notice by the non-breaching party in the event of a breach. In accordance with the terms of the Consulting Agreement, on September 16, 2019, Mr. Epstein was granted an option to purchase 75,000 shares of the Company’s common stock, which award vests in 36 equal monthly installments subject to his continued provision of consulting services to the Company pursuant to the Consulting Agreement on the applicable vesting dates. Under the Consulting Agreement as amended on October 15, 2020, Mr. Epstein also is entitled to receive (i) an annual equity award on each anniversary of the effective date of the Consulting Agreement in the form of an option to purchase shares of the Company’s common stock having an aggregate grant date fair market value equal to approximately $0.2 million, as determined by the Board in its discretion based on customary option pricing methodologies, which award vests in 12 equal monthly installments following the grant date, subject to his continued provision of consulting services to the Company pursuant to the Consulting Agreement on the applicable vesting date, and (ii) an aggregate annual cash consulting fee of $0.3 million for his consulting services. In the event the Consulting Agreement is renewed for a term of less than one year, the aggregate grant date fair value of the corresponding annual equity award and the resulting number of shares of the Company’s common stock purchasable under such annual equity award and the vesting schedule shall be adjusted proportionately to the length of the renewal term. On October 11, 2020, in connection with the commencement of his second year of service as a consultant to the Company, Mr. Epstein was granted an annual equity award in the form of an option to purchase 44,743 shares of the Company’s common stock, which award vests in nine equal monthly installments, in each case subject to his continued provision of consulting services to the Company pursuant to the Consulting Agreement on the applicable vesting dates. Under the Consulting Agreement as amended on April 9, 2021, effective on June 30, 2021, Mr. Epstein is entitled to receive restricted stock units having an aggregate grant date fair value of approximately $0.5 million, as determined by our Board of Directors in its discretion based on a 10-day trailing average of the closing price of our common stock on the Nasdaq Global Select Market, as his sole compensation for the provision of consulting services to the Company. The restricted stock units will vest in 12 substantially equal monthly installments following June 30, 2021, such that the restricted stock units shall be fully vested on June 30, 2022, subject to his continued provision of consulting services to the Company pursuant to the Consulting Agreement on the applicable vesting date. All of the foregoing options and restricted stock units, to the extent then outstanding, will be subject to accelerated vesting upon the occurrence of a change in control of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited 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 ASU of the 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 Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and notes thereto. The unaudited condensed 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 condensed consolidated financial statements contain all adjustments which are necessary to present fairly the Company’s financial position as of March 31, 2021, the results of its operations and stockholders' equity for the three months ended March 31, 2021 and 2020 and cash flows for the three months ended March 31, 2021 and 2020. Such adjustments are of a normal and recurring nature. The results for the three months ended March 31, 2021 are not necessarily indicative of the results for the year ending December 31, 2021, or for any future period. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed 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 unaudited condensed consolidated financial statements include, but are not limited to, estimates related to the application of ASC 606 to our collaboration agreement with ALJ, 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 ConsolidationThe unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned, controlled subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Emerging Growth Company Status | Emerging Growth Company Status Evelo is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Evelo may take advantage of these exemptions until it is 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. Evelo has elected to use the extended transition period for complying with new or revised accounting standards, and, as a result of this election, its consolidated financial statements may not be comparable to companies that comply with public company effective dates. Evelo may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of its IPO or such earlier time that it is no longer an emerging growth company. Evelo would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue, it has more than $700.0 million in market value of its stock held by non-affiliates (and has been a public company for at least 12 months and has filed one annual report on Form 10-K), or it has issued more than $1.0 billion of non-convertible debt securities over a three-year period. |
Comprehensive Income or Loss | Comprehensive Income or Loss Comprehensive income (loss) consists of net income (loss) and changes in equity during a period from transactions and other equity and circumstances generated from non-owner sources. The Company’s net loss equals comprehensive loss for all periods presented. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted CashCash 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. 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 and deposits held in relation to the company's credit card facility. |
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. |
Collaborative Agreements | Collaboration Agreements The Company analyzes its collaboration arrangements to assess whether they are within the scope of Topic 808 to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. To the extent the arrangement is within the scope of ASC 808, the Company assesses whether aspects of the arrangement between the Company and its collaboration partner are within the scope of other accounting literature, including ASC 606. If it is concluded that some or all aspects of the arrangement represent a transaction with a customer, the Company will account for those aspects of the arrangement within the scope of ASC 606. ASC 808 provides guidance for the presentation and disclosure of transactions in collaborative arrangements, but it does not provide recognition or measurement guidance. Therefore, if the Company concludes a counterparty to a transaction is not a customer or otherwise not within the scope of ASC 606, the Company considers the guidance in other accounting literature, including the guidance in ASC 606, as applicable or by analogy to account for such transaction. The classification of transactions under the Company’s arrangements is determined based on the nature and contractual terms of the arrangement along with the nature of the operations of the participants. |
Revenue Recognition and Contract Liabilities | Revenue Recognition The Company analyzes its collaboration arrangements to assess whether they are within the scope of Accounting Standards Codification ASC Topic 808, Collaborative Arrangements (“ASC 808”), to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. If the Company concludes that some or all aspects of the arrangement represent a transaction with a customer, the Company accounts for those aspects of the arrangement within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, it performs the following steps: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) each performance obligation is satisfied. ASC 606 requires significant judgment and estimates and results in changes to, but not limited to: (i) the determination of the transaction price, including estimates of variable consideration, (ii) the allocation of the transaction price, including the determination of estimated selling price, and (iii) the pattern of recognition, including the application of proportional performance as a measure of progress on service-related promises and application of point-in-time recognition for supply-related promises. The promised good or services in the Company’s arrangement may consist of license rights to the Company’s intellectual property or research and development services. The Company also may have optional additional items in contracts, which are considered marketing offers and are accounted for as separate contracts with the customer if such option is elected by the customer, unless the option provides a material right which would not be provided without entering into the contract. Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer. Promised goods or services are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources or (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on their own or whether the required expertise is readily available. The transaction price may be comprised of fixed payments, often an upfront payment due at contract inception, or other types of variable consideration in the form of payments for the Company’s services and materials and milestone payments due upon the achievement of specified events. Other payments the Company could be entitled to include tiered royalties earned when customers recognize net sales of licensed products. The Company considers the existence of any significant financing component within its arrangements to the extent there is a significant difference between the timing of payment and the transfer of control of the performance obligations. In making that determination, the Company considers whether a substantive business purposes exist to support the payment structure other than to provide a significant benefit of financing. The Company measures the transaction price based on the amount of consideration to which it expects to be entitled in exchange for transferring the promised goods and/or services to the customer. The Company utilizes either the expected value method or the most likely amount method to estimate the amount of variable consideration, depending on which method is expected to better predict the amount of consideration to which the Company will be entitled. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. With respect to arrangements that include payments for a development or regulatory milestone payment, the Company evaluates whether the associated event is considered probable of achievement and estimate the amount to be included in the transaction price using the most likely amount method. Milestone payments that are not within the Company’s control or the licensee, such as those dependent upon receipt of regulatory approval, are not considered to be probable of achievement until the triggering event occurs. At the end of each reporting period, the Company re-evaluates the probability of achievement of each milestone and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. For arrangements that include sales-based royalties, including milestone payments based upon the achievement of a certain level of product sales, wherein the license is deemed to be the sole or predominant item to which the payments relate, the Company recognizes revenue upon the later of: (i) when the related sales occur or (ii) when the performance obligation to which some or all of the payment has been allocated has been satisfied (or partially satisfied). Consideration that would be received for optional goods and/or services is excluded from the transaction price at contract inception. For arrangements with more than one performance obligation, the Company generally allocates the transaction price to each performance obligation based on a relative standalone selling price basis. The Company develops assumptions that require judgment to determine the standalone selling price for each performance obligation in consideration of applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated research and development costs. However, in certain instances, the Company may allocate variable consideration entirely to one or more performance obligation if the terms of the variable consideration relate to the satisfaction of the respective performance obligation and the amount allocated is consistent with the amount the Company would expect to receive for the satisfaction of the respective performance obligation. The Company recognizes revenue based on the amount of the transaction price that is allocated to each respective performance obligation when or as the performance obligation is satisfied by transferring a promised good or service to the customer. For performance obligations that are satisfied at a point in time, the Company recognizes revenue when control of the goods and/or services is transferred to the customer. For performance obligations that are satisfied over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of the performance obligation using a single method of measuring progress which depicts the performance in transferring control of the associated goods and/or services to the customer. With respect to arrangements containing a license to its intellectual property that is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from amounts allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. Significant management judgment is required in determining the level of effort required under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and net loss in the period of adjustment. Contract Liabilities The Company records a contract liability, classified as deferred revenue on its condensed consolidated balance sheet, when it has received payment but has not yet satisfied the related performance obligations. In the event of an |
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 payroll, consulting, and manufacturing costs associated with the development of the Company’s product candidates. Costs for certain development activities, such as clinical trials and manufacturing development activities, are recognized based on an evaluation of the progress to completion of specific tasks using data such as patient enrollment, clinical site activations, and information provided to the Company by its vendors on their actual costs incurred or level of effort expended. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected on the unaudited condensed consolidated balance sheets as prepaid or accrued research and development expenses. 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 determination of the fair value of stock options on the date of grant using an option-pricing model is affected by the Company’s common stock price, as well as a number of other assumptions. The Company records forfeitures as they occur. 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. |
Segments | Segments 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 purposes of allocating resources. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Issued and Not Adopted | Recently Adopted Accounting Pronouncements Income Taxes In December 2019, the FASB issued ASU No. 2019 -12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new standard was effective for the Company on January 1, 2021 and it includes several provisions which simplify accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and increasing consistency and clarity for the users of financial statements. The Company adopted ASU 2019-12 on January 1, 2021 and has concluded the adoption did not have a material impact on its unaudited condensed consolidated financial statements. Accounting Pronouncements Issued and Not Adopted as of March 31, 2021 Financial Instruments - Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments, which has been subsequently amended by ASU No 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU No. 2019-11 and ASU No. 2020-03 (“ASU 2016-13”). The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the potential impact that this standard may have on its financial position and results of operations, as well as the timing of its adoption of this standard. Debt with Conversion and Other Options On August 5, 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU-2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 eliminates the beneficial conversion and cash conversion accounting models in ASC 470-20 that require separate accounting for embedded conversion features from convertible instruments. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Additionally, the guidance simplifies the evaluation of whether a contract in the issuer’s own equity can be classified in equity or an embedded feature qualifies for the derivative scope exception. Although the guidance is not effective until 2022, early adoption of ASU 2020-06 is permitted for all entities for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of this new guidance on the Company’s condensed consolidated financial statements and related disclosures. |
Income Taxes | Income TaxesDeferred 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following reconciles cash, cash equivalents and restricted cash as of March 31, 2021 and December 31, 2020, as presented on the Company's statements of cash flows, to its related balance sheet accounts (in thousands): March 31, 2021 December 31, 2020 Cash and cash equivalents: Cash $ 3,013 $ 4,487 Money market funds 121,578 64,370 Total cash and cash equivalents 124,591 68,857 Restricted cash 1,563 1,563 Cash, cash equivalents and restricted cash $ 126,154 $ 70,420 |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following reconciles cash, cash equivalents and restricted cash as of March 31, 2021 and December 31, 2020, as presented on the Company's statements of cash flows, to its related balance sheet accounts (in thousands): March 31, 2021 December 31, 2020 Cash and cash equivalents: Cash $ 3,013 $ 4,487 Money market funds 121,578 64,370 Total cash and cash equivalents 124,591 68,857 Restricted cash 1,563 1,563 Cash, cash equivalents and restricted cash $ 126,154 $ 70,420 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Minimum Aggregate Future Lease Commitments | The minimum aggregate future lease commitments at March 31, 2021, are as follows (in thousands): Amount 2021 (excluding payments made as of March 31, 2021) $ 1,990 2022 3,062 2023 3,154 2024 3,249 2025 2,491 Total lease payments 13,946 Less imputed interest (2,741) Total $ 11,205 Other information: Operating cash flows used for operating leases $ 738 Weighted-average remaining lease term (in years) 4.5 Weighted-average discount rate 9.5 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 and December 31, 2020 (in thousands): Description March 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Money market funds included within cash and cash equivalents $ 121,578 $ 121,578 $ — $ — Total $ 121,578 $ 121,578 $ — $ — Description December 31, 2020 (Level 1) (Level 2) (Level 3) Assets: Money market funds included within cash and cash equivalents $ 64,370 $ 64,370 $ — $ — Total $ 64,370 $ 64,370 $ — $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consists of the following (in thousands): March 31, 2021 December 31, 2020 Property and equipment: Lab equipment $ 8,997 $ 8,831 Leasehold improvements 2,157 2,157 Furniture and fixtures 822 822 Computers and software 230 230 Office equipment 3 3 Construction-in-process 1,206 1,078 Property and equipment 13,415 13,121 Less: accumulated depreciation (6,179) (5,643) Property and equipment, net $ 7,236 $ 7,478 |
Loan and Security Agreements (T
Loan and Security Agreements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Minimum Aggregate Future Loan Payments | The Company has the following minimum aggregate future loan payments at March 31, 2021 (in thousands). Twelve month period ending March 31, Amount 2022 $ 3,545 2023 13,387 2024 13,387 2025 6,912 Total minimum payments 37,231 Less amounts representing interest and discount (7,059) Total Debt $ 30,172 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation Expense | Stock-based compensation expense included in the Company’s unaudited condensed consolidated statements of operations is as follows (in thousands): Three Months Ended March 31, 2021 2020 General and administrative $ 1,441 $ 889 Research and development 1,823 1,066 Total stock-based compensation expense $ 3,264 $ 1,955 |
Summary of Stock Option Activity | A summary of the Company’s stock option activity and related information is as follows: Shares Weighted- Options outstanding at December 31, 2020 6,610,662 $ 6.55 Granted 1,767,919 16.39 Exercised (45,299) 5.19 Canceled (42,782) 9.64 Options outstanding at March 31, 2021 8,290,500 $ 8.62 Exercisable as of March 31, 2021 4,023,854 $ 5.85 |
Summary of Restricted Stock Unit Activity | A summary of the Company’s restricted stock unit (RSU) activity and related information is as follows: Shares Weighted- Unvested balance at December 31, 2020 284,000 $ 4.41 Granted 102,796 16.65 Vested — — Forfeited (1,546) 16.65 Unvested balance at March 31, 2021 385,250 $ 7.63 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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: Three Months Ended March 31, 2021 2020 Unvested common stock from early exercise of options 18,386 48,263 Stock options to purchase common stock 8,290,500 6,352,031 RSUs 385,250 — Common stock offering from ESPP 7,786 14,043 Total 8,701,922 6,414,337 |
Organization - Narrative (Detai
Organization - Narrative (Details) - USD ($) | Feb. 02, 2021 | Jun. 03, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||
Cash, cash equivalents and short-term investments | $ 124,600,000 | |||
Accumulated deficit | $ 320,715,000 | $ 292,519,000 | ||
Registration Statement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Maximum value of shares issued in transaction | $ 200,000,000 | |||
Sale of stock, term | 3 years | |||
At-the-market | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Maximum value of shares issued in transaction | $ 50,000,000 | |||
Number of shares sold in public offering (in shares) | 139,734 | |||
Gross proceeds from transactions | $ 1,800,000 | |||
Net proceeds from issuance of common stock | $ 1,700,000 | |||
At-the-market | Minimum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price of shares sold in public offering (in dollars per share) | $ 12.54 | |||
At-the-market | Maximum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price of shares sold in public offering (in dollars per share) | $ 13.17 | |||
Over-Allotment Option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares sold in public offering (in shares) | 675,000 | |||
Public Stock Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares sold in public offering (in shares) | 5,175,000 | |||
Price of shares sold in public offering (in dollars per share) | $ 15 | |||
Gross proceeds from transactions | $ 77,600,000 | |||
Net proceeds from issuance of common stock | $ 72,700,000 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price of shares sold in public offering (in dollars per share) | $ 15 | |||
Net proceeds from issuance of common stock | $ 7,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Accounting Policies [Abstract] | ||
Current restricted cash | $ 0.3 | $ 0.3 |
Noncurrent restricted cash | $ 1.3 | $ 1.3 |
Number of operating segments | segment | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Cash and cash equivalents: | ||||
Cash | $ 3,013 | $ 4,487 | ||
Money market funds | 121,578 | 64,370 | ||
Total cash and cash equivalents | 124,591 | 68,857 | ||
Restricted cash | 1,563 | 1,563 | ||
Cash, cash equivalents and restricted cash | $ 126,154 | $ 70,420 | $ 59,615 | $ 79,333 |
ALJ Commercialization and Lic_2
ALJ Commercialization and License Agreement (Details) - USD ($) $ in Thousands | Mar. 17, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Deferred revenue recognized | $ 7,500 | $ 0 | |
Transaction with party to collaborative arrangement | ALJ | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Negotiation period for second product candidate | 2 years | ||
Maximum fee for Second Product Option | $ 7,500 | ||
Deferred revenue recognized | $ 7,500 | ||
Share of operating profits and losses and development, regulatory and commercialization costs. | 50.00% |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jan. 31, 2018ft² | |
Leases [Abstract] | |||
Area of leased office and research development space (in square feet) | ft² | 40,765 | ||
Minimum rental payments received | $ 100,000 | ||
Rent expense | $ 700,000 | 700,000 | |
Sublease rental income | $ 0 | $ 200,000 |
Leases - Schedule of Minimum Ag
Leases - Schedule of Minimum Aggregate Future Lease Commitments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
2021 (excluding payments made as of March 31, 2021) | $ 1,990 |
2022 | 3,062 |
2023 | 3,154 |
2024 | 3,249 |
2025 | 2,491 |
Total lease payments | 13,946 |
Less imputed interest | (2,741) |
Total | 11,205 |
Other information: | |
Operating cash flows used for operating leases | $ 738 |
Weighted-average remaining lease term (in years) | 4 years 6 months |
Weighted-average discount rate | 9.50% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total | $ 121,578 | $ 64,370 |
Money Market Funds | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 121,578 | 64,370 |
(Level 1) | ||
Assets: | ||
Total | 121,578 | 64,370 |
(Level 1) | Money Market Funds | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 121,578 | 64,370 |
(Level 2) | ||
Assets: | ||
Total | 0 | 0 |
(Level 2) | Money Market Funds | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | 0 | 0 |
(Level 3) | ||
Assets: | ||
Total | 0 | 0 |
(Level 3) | Money Market Funds | ||
Assets: | ||
Cash and cash equivalents, fair value disclosure | $ 0 | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property and equipment: | ||
Property and equipment | $ 13,415 | $ 13,121 |
Less: accumulated depreciation | (6,179) | (5,643) |
Property and equipment, net | 7,236 | 7,478 |
Lab equipment | ||
Property and equipment: | ||
Property and equipment | 8,997 | 8,831 |
Leasehold improvements | ||
Property and equipment: | ||
Property and equipment | 2,157 | 2,157 |
Furniture and fixtures | ||
Property and equipment: | ||
Property and equipment | 822 | 822 |
Computers and software | ||
Property and equipment: | ||
Property and equipment | 230 | 230 |
Office equipment | ||
Property and equipment: | ||
Property and equipment | 3 | 3 |
Construction-in-process | ||
Property and equipment: | ||
Property and equipment | $ 1,206 | $ 1,078 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 536 | $ 491 |
Loan and Security Agreements -
Loan and Security Agreements - Narrative (Details) - 2019 Credit Facility | Jul. 14, 2020USD ($) | Jul. 19, 2019USD ($)tranche | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jan. 15, 2021USD ($) |
Line of Credit Facility [Line Items] | |||||
Interest expense | $ 800,000 | $ 400,000 | |||
Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 45,000,000 | ||||
Number of tranches | tranche | 3 | ||||
Loan and security agreement, interest rate | 8.65% | ||||
Final payment under agreement as a percentage of loans borrowed | 4.30% | ||||
Fees incurred to establish facility | $ 400,000 | ||||
Prepayment fee percentage | 2.00% | ||||
Anniversary of funding date for determining prepayment fee percentage | 18 months | ||||
Prepayment fee percentage after specified period | 1.00% | ||||
Debt default interest rate per annum | 5.00% | ||||
Line of Credit | Security And Loan Agreement, Tranche One | |||||
Line of Credit Facility [Line Items] | |||||
Proceeds from issuance of long-term debt | $ 20,000,000 | ||||
Line of Credit | Security And Loan Agreement, Tranche Two | |||||
Line of Credit Facility [Line Items] | |||||
Proceeds from issuance of long-term debt | $ 10,000,000 | ||||
Line of Credit | Security And Loan Agreement, Tranche Three | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, expiration amount | $ 15,000,000 | ||||
Line of Credit | Prime Plus | |||||
Line of Credit Facility [Line Items] | |||||
Loan and security agreement, basis spread on interest rate | 3.15% |
Loan and Security Agreements _2
Loan and Security Agreements - Schedule of Minimum Aggregate Future Loan Payments (Details) - Line of Credit $ in Thousands | Mar. 31, 2021USD ($) |
Line of Credit Facility [Line Items] | |
2022 | $ 3,545 |
2023 | 13,387 |
2024 | 13,387 |
2025 | 6,912 |
Total minimum payments | 37,231 |
Less amounts representing interest and discount | (7,059) |
Total minimum payments | $ 30,172 |
In-License Agreements - Narrati
In-License Agreements - Narrative (Details) - USD ($) | Aug. 06, 2017 | Mar. 10, 2016 | Mar. 31, 2021 | Mar. 31, 2021 |
Mayo Clinic | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Non-refundable upfront fee | $ 200,000 | |||
Milestone payments upon achievement of certain development, regulatory, and commercial events | $ 300,000 | |||
Amount due under license agreement | 0 | $ 0 | ||
Mayo Clinic | 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 | |||
University of Chicago Agreement | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Milestone payments upon achievement of certain development, regulatory, and commercial events | $ 60,900,000 | |||
Amount due under license agreement | $ 0 | 0 | ||
Milestone payments for development and commercialization of licensed products | $ 400,000 | |||
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) - Sacco - Collaborative Arrangement - EUR (€) € in Millions | 1 Months Ended | 21 Months Ended |
Jul. 31, 2019 | Mar. 31, 2021 | |
Commitment And Contingencies [Line Items] | ||
Term of collaboration arrangement | 5 years | |
Period of inactive manufacturing services causing termination under collaborative arrangement | 6 months | |
Aggregate amount due under collaborative arrangement | € 3 | |
Annual amount due under collaborative arrangement | € 0.6 | |
Fee incurred under collaborative arrangement | € 1.2 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | Feb. 02, 2021 | Jun. 03, 2019 | Mar. 31, 2021 |
Registration Statement | |||
Class of Stock [Line Items] | |||
Maximum value of shares issued in transaction | $ 200,000,000 | ||
Sale of stock, term | 3 years | ||
At-the-market | |||
Class of Stock [Line Items] | |||
Maximum value of shares issued in transaction | $ 50,000,000 | ||
Number of shares sold in public offering (in shares) | 139,734 | ||
Gross proceeds from transactions | $ 1,800,000 | ||
Net proceeds from issuance of common stock | $ 1,700,000 | ||
At-the-market | Minimum | |||
Class of Stock [Line Items] | |||
Price of shares sold in public offering (in dollars per share) | $ 12.54 | ||
At-the-market | Maximum | |||
Class of Stock [Line Items] | |||
Price of shares sold in public offering (in dollars per share) | $ 13.17 | ||
Public Stock Offering | |||
Class of Stock [Line Items] | |||
Number of shares sold in public offering (in shares) | 5,175,000 | ||
Price of shares sold in public offering (in dollars per share) | $ 15 | ||
Gross proceeds from transactions | $ 77,600,000 | ||
Net proceeds from issuance of common stock | $ 72,700,000 | ||
Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Number of shares sold in public offering (in shares) | 675,000 | ||
Private Placement | |||
Class of Stock [Line Items] | |||
Price of shares sold in public offering (in dollars per share) | $ 15 | ||
Net proceeds from issuance of common stock | $ 7,500,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2021 | Jan. 01, 2020 | May 08, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2015 | Mar. 31, 2021 | Mar. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of stock options granted (in shares) | 1,767,919 | |||||||
Number of shares exercised (in shares) | 45,299 | |||||||
Number of shares canceled (in shares) | 42,782 | |||||||
Weighted average fair value of options granted (in dollars per share) | $ 12.07 | $ 4.81 | ||||||
Stock-based compensation expense | $ 3,264 | $ 1,955 | ||||||
Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation expense | $ 32,000 | $ 32,000 | $ 32,000 | |||||
Compensation cost not yet recognized, period for recognition | 2 years 7 months 24 days | |||||||
RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 200 | |||||||
2018 Stock Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of outstanding shares | 4.00% | |||||||
Number of additional shares authorized for issuance (in shares) | 1,898,805 | 1,286,824 | ||||||
Number of stock options granted (in shares) | 6,144,101 | |||||||
Number of shares exercised (in shares) | 22,076 | |||||||
Number of shares canceled (in shares) | 916,652 | |||||||
Number of common stock available for future grant (in shares) | 1,024,039 | 1,024,039 | 1,024,039 | |||||
2018 Stock Incentive Plan | Stock Options | Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
2018 Stock Incentive Plan | Minimum | Stock Options | Nonemployee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 1 year | |||||||
2018 Stock Incentive Plan | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares originally authorized for issuance (in shares) | 1,344,692 | |||||||
2018 Stock Incentive Plan | Maximum | Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted, maximum expiration period | 10 years | |||||||
2018 Stock Incentive Plan | Maximum | Stock Options | Nonemployee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
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, options and other equity awards granted (in shares) | 5,758,518 | |||||||
Number of shares, options and other equity awards exercised (in shares) | 1,404,004 | |||||||
Number of shares, options and other equity awards canceled (in shares) | 1,269,395 | |||||||
Number of shares repurchased (in shares) | 18,468 | |||||||
Number of shares no longer authorized (in shares) | 113,006 | |||||||
2015 Stock Incentive Plan | Stock Options | Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
2015 Stock Incentive Plan | Minimum | Stock Options | Nonemployee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 1 year | |||||||
2015 Stock Incentive Plan | Maximum | Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options granted, maximum expiration period | 10 years | |||||||
2015 Stock Incentive Plan | Maximum | Stock Options | Nonemployee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
2018 Employee Stock Purchase Plan | Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of outstanding shares | 1.00% | |||||||
Number of additional shares authorized for issuance (in shares) | 474,701 | 336,356 | ||||||
Number of shares issued for purchase (in shares) | 27,587 | 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 3,264 | $ 1,955 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 1,441 | 889 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 1,823 | $ 1,066 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended |
Mar. 31, 2021 | |
Shares | |
Options outstanding, beginning balance (in shares) | 6,610,662 |
Granted (in shares) | 1,767,919 |
Exercised (in shares) | (45,299) |
Canceled (in shares) | (42,782) |
Options outstanding, ending balance (in shares) | 8,290,500 |
Exercisable as of period end (in shares) | 4,023,854 |
Weighted- Average Exercise Price | |
Options outstanding, beginning balance (in dollars per share) | $ 6.55 |
Granted (in dollars per share) | 16.39 |
Exercised (in dollars per share) | 5.19 |
Canceled (in dollars per share) | 9.64 |
Options outstanding, ending balance (in dollars per share) | 8.62 |
Exercisable as of period end (in dollars per share) | $ 5.85 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - RSUs | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Shares | |
Unvested balance at December 31, 2020 (in shares) | shares | 284,000 |
Granted (in shares) | shares | 102,796 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (1,546) |
Unvested balance at March 31, 2021 (in shares) | shares | 385,250 |
Weighted- Average Grant Date Fair Value | |
Unvested balance at December 31, 2020 (in dollars per share) | $ / shares | $ 4.41 |
Granted (in dollars per share) | $ / shares | 16.65 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 16.65 |
Unvested balance at March 31, 2021 (in dollars per share) | $ / shares | $ 7.63 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Examination [Line Items] | ||
Deferred payroll taxes related to CARES Act | $ 400 | |
Provision for income taxes | 122 | $ 65 |
Prepaid Expenses and Other Current Assets | ||
Income Tax Examination [Line Items] | ||
Deferred payroll taxes related to CARES Act | 200 | |
Other Noncurrent Liabilities | ||
Income Tax Examination [Line Items] | ||
Deferred payroll taxes related to CARES Act | $ 200 |
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 | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of securities excluded from computation of diluted weighted-average shares outstanding (in shares) | 8,701,922 | 6,414,337 |
Unvested common stock from early exercise of options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of securities excluded from computation of diluted weighted-average shares outstanding (in shares) | 18,386 | 48,263 |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of securities excluded from computation of diluted weighted-average shares outstanding (in shares) | 8,290,500 | 6,352,031 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of securities excluded from computation of diluted weighted-average shares outstanding (in shares) | 385,250 | 0 |
Common stock offering from ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total number of securities excluded from computation of diluted weighted-average shares outstanding (in shares) | 7,786 | 14,043 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | Apr. 09, 2021 | Oct. 15, 2020USD ($)installment | Oct. 11, 2020installmentshares | Sep. 16, 2019installmentshares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($)installment | Apr. 30, 2020USD ($) |
Related Party Transaction [Line Items] | ||||||||
Sublease rental income | $ 0 | $ 200,000 | ||||||
Number of stock options granted (in shares) | shares | 1,767,919 | |||||||
Weatherden Ltd | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment to related party | $ 100,000 | 200,000 | ||||||
Amounts due to related party | 100,000 | $ 100,000 | ||||||
VL46 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rent due from sublease agreement | $ 900,000 | |||||||
Sublease rental income | $ 200,000 | |||||||
Mr. Epstein | Subsequent Event | Forecast | RSUs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate grant date fair value for restricted stock units | $ 500,000 | |||||||
Mr. Epstein | Consulting Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of stock options granted (in shares) | shares | 44,743 | 75,000 | ||||||
Option to purchase shares, vesting period, number of equal monthly installments | installment | 36 | |||||||
Aggregate grant date fair value | $ 200,000 | |||||||
Annual equity award, vesting period, number of equal monthly installments | installment | 12 | 9 | ||||||
Aggregate annual cash consulting fee | $ 300,000 | |||||||
Renewal term | 1 year | |||||||
Mr. Epstein | Consulting Agreement | Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Termination notice period of consulting arrangement | 30 days | |||||||
Termination notice period by non-breaching party in event of a breach | 24 hours | |||||||
Mr. Epstein | Consulting Agreement | Subsequent Event | Forecast | RSUs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Option to purchase shares, vesting period, number of equal monthly installments | installment | 12 | |||||||
Period for trailing average closing common stock price | 10 days |