Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 05, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | EXICURE, INC. | |
Entity Central Index Key | 0001698530 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
Entity Small Business | true | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 75,994,790 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 70,392 | $ 26,268 |
Unbilled revenue receivable | 0 | 3 |
Receivable from related party | 16 | 10 |
Prepaid expenses and other assets | 1,345 | 1,382 |
Total current assets | 71,753 | 27,663 |
Property and equipment, net | 1,597 | 1,061 |
Other noncurrent assets | 456 | 32 |
Total assets | 73,806 | 28,756 |
Current liabilities: | ||
Current portion of long-term debt | 4,912 | 0 |
Accounts payable | 1,110 | 500 |
Accrued expenses and other current liabilities | 2,237 | 1,543 |
Current portion of deferred revenue | 14 | 0 |
Total current liabilities | 8,273 | 2,043 |
Long-term debt, net | 0 | 4,925 |
Common stock warrant liability | 437 | 797 |
Other noncurrent liabilities | 144 | 39 |
Total liabilities | 8,854 | 7,804 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value per share; 200,000,000 shares authorized, 44,369,790 issued and outstanding, June 30, 2019; 44,358,000 issued and outstanding, December 31, 2018 | 8 | 4 |
Additional paid-in capital | 136,260 | 75,942 |
Accumulated deficit | (71,316) | (54,994) |
Total stockholders' equity | 64,952 | 20,952 |
Total liabilities and stockholders’ equity | $ 73,806 | $ 28,756 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 75,994,790 | 44,358,000 |
Common stock, shares outstanding (in shares) | 75,994,790 | 44,358,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue: | ||||
Collaboration revenue | $ 527 | $ 57 | $ 986 | $ 112 |
Total revenue | 527 | 57 | 986 | 112 |
Operating expenses: | ||||
Research and development expense | 4,245 | 4,001 | 11,073 | 11,111 |
General and administrative expense | 2,228 | 1,919 | 6,421 | 5,952 |
Total operating expenses | 6,473 | 5,920 | 17,494 | 17,063 |
Operating loss | (5,946) | (5,863) | (16,508) | (16,951) |
Other income (expense), net: | ||||
Interest expense | (203) | (170) | (589) | (497) |
Other income (loss), net | 333 | 709 | 775 | (210) |
Total other income (loss), net | 130 | 539 | 186 | (707) |
Net loss | $ (5,816) | $ (5,324) | $ (16,322) | $ (17,658) |
Basic and diluted loss per common share (in dollars per share) | $ (0.09) | $ (0.13) | $ (0.32) | $ (0.44) |
Basic and diluted weighted-average common shares outstanding (in shares) | 64,651,040 | 41,527,922 | 51,200,072 | 40,121,295 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in- Capital | Accumulated Deficit |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Adoption of new accounting standard - ASC 606 | $ 1,034 | $ 1,034 | ||
Balance at January 1, 2018 | 21,009 | $ 4 | $ 53,586 | (32,581) |
Beginning balance (in shares) at Dec. 31, 2017 | 39,300,823 | |||
Beginning balance at Dec. 31, 2017 | 19,975 | $ 4 | 53,586 | (33,615) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of options (in shares) | 8,532 | |||
Exercise of options | 7 | 7 | ||
Equity-based compensation | 365 | 365 | ||
Issuance of common stock (in shares) | 145,466 | |||
Issuance of common stock | 436 | 436 | ||
Net loss | (5,509) | (5,509) | ||
Ending balance (in shares) at Mar. 31, 2018 | 39,454,821 | |||
Ending balance at Mar. 31, 2018 | 16,308 | $ 4 | 54,394 | (38,090) |
Beginning balance (in shares) at Dec. 31, 2017 | 39,300,823 | |||
Beginning balance at Dec. 31, 2017 | 19,975 | $ 4 | 53,586 | (33,615) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (17,658) | |||
Ending balance (in shares) at Sep. 30, 2018 | 44,358,000 | |||
Ending balance at Sep. 30, 2018 | 25,198 | $ 4 | 75,433 | (50,239) |
Beginning balance (in shares) at Mar. 31, 2018 | 39,454,821 | |||
Beginning balance at Mar. 31, 2018 | 16,308 | $ 4 | 54,394 | (38,090) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Equity-based compensation | 419 | 419 | ||
Net loss | (6,825) | (6,825) | ||
Ending balance (in shares) at Jun. 30, 2018 | 39,454,821 | |||
Ending balance at Jun. 30, 2018 | 9,902 | $ 4 | 54,813 | (44,915) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of options (in shares) | 13,962 | |||
Exercise of options | 34 | 34 | ||
Equity-based compensation | 516 | 516 | ||
Issuance of common stock (in shares) | 4,889,217 | |||
Issuance of common stock | 20,070 | 20,070 | ||
Net loss | (5,324) | (5,324) | ||
Ending balance (in shares) at Sep. 30, 2018 | 44,358,000 | |||
Ending balance at Sep. 30, 2018 | 25,198 | $ 4 | 75,433 | (50,239) |
Beginning balance (in shares) at Dec. 31, 2018 | 44,358,000 | |||
Beginning balance at Dec. 31, 2018 | 20,952 | $ 4 | 75,942 | (54,994) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Equity-based compensation | 489 | 489 | ||
Net loss | (5,286) | (5,286) | ||
Ending balance (in shares) at Mar. 31, 2019 | 44,358,000 | |||
Ending balance at Mar. 31, 2019 | 16,155 | $ 4 | 76,431 | (60,280) |
Beginning balance (in shares) at Dec. 31, 2018 | 44,358,000 | |||
Beginning balance at Dec. 31, 2018 | $ 20,952 | $ 4 | 75,942 | (54,994) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of options (in shares) | 11,790 | |||
Net loss | $ (16,322) | |||
Ending balance (in shares) at Sep. 30, 2019 | 75,994,790 | |||
Ending balance at Sep. 30, 2019 | 64,952 | $ 8 | 136,260 | (71,316) |
Beginning balance (in shares) at Mar. 31, 2019 | 44,358,000 | |||
Beginning balance at Mar. 31, 2019 | 16,155 | $ 4 | 76,431 | (60,280) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of options (in shares) | 11,790 | |||
Exercise of options | 17 | 17 | ||
Equity-based compensation | 439 | 439 | ||
Net loss | (5,220) | (5,220) | ||
Ending balance (in shares) at Jun. 30, 2019 | 44,369,790 | |||
Ending balance at Jun. 30, 2019 | 11,391 | $ 4 | 76,887 | (65,500) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Equity-based compensation | 511 | 511 | ||
Issuance of common stock (in shares) | 31,625,000 | |||
Issuance of common stock | 58,866 | $ 4 | 58,862 | |
Net loss | (5,816) | (5,816) | ||
Ending balance (in shares) at Sep. 30, 2019 | 75,994,790 | |||
Ending balance at Sep. 30, 2019 | $ 64,952 | $ 8 | $ 136,260 | $ (71,316) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (16,322) | $ (17,658) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 265 | 266 |
Amortization of operating lease asset | 249 | 0 |
Equity-based compensation | 1,439 | 1,300 |
Amortization of long-term debt issuance costs and fees | 139 | 71 |
Other | 36 | 291 |
Change in fair value of warrant liabilities | (360) | 461 |
Changes in operating assets and liabilities: | ||
Unbilled revenue receivable and accounts receivable | 3 | (46) |
Receivable from related party | (6) | 13 |
Prepaid expenses and other current assets | (28) | 135 |
Accounts payable | 618 | 278 |
Accrued expenses and other current liabilities | 176 | 1,602 |
Deferred revenue | 14 | 0 |
Other noncurrent liabilities | (236) | (237) |
Net cash used in operating activities | (14,013) | (13,524) |
Cash flows from investing activities: | ||
Capital expenditures | (462) | (65) |
Net cash used in investing activities | (462) | (65) |
Cash flows from financing activities: | ||
Proceeds from common stock offering | 63,250 | 22,001 |
Proceeds from exercise of common stock options | 17 | 41 |
Payment of long-term debt fees and issuance costs | (284) | 0 |
Payment of common stock financing costs | (4,384) | (1,771) |
Net cash (used in) provided by financing activities | 58,599 | 20,271 |
Net decrease in cash and cash equivalents | 44,124 | 6,682 |
Cash and cash equivalents - beginning of period | 26,268 | 25,764 |
Cash and cash equivalents - end of period | 70,392 | 32,446 |
Non-cash financing activities: | ||
Issuance of common stock for professional services | 0 | 436 |
Debt fees (accrued expenses) | 100 | 0 |
Common stock issuance costs (accounts payable and accrued expenses) | 0 | 160 |
Non-cash investing activities: | ||
Capital expenditures (accounts payable and accrued expenses) | $ 339 | $ 14 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business Exicure, Inc. (the “Company”) is a clinical-stage biotechnology company developing therapeutics for immuno-oncology, inflammatory diseases and genetic disorders based on the Company’s proprietary Spherical Nucleic Acid (“SNA”) technology. The Company believes that the design of its SNAs gives rise to distinct chemical and biological properties that may provide advantages over other nucleic acid therapeutics and enable therapeutic activity outside of the liver. The Company intends to build a leading nucleic acid therapeutics company focused on the discovery and development of therapeutics based on the Company’s proprietary SNA technology, either on its own or in collaboration with pharmaceutical partners. August 2019 Offering On August 2, 2019, we completed the sale of 31,625,000 shares of our common stock at a public offering price of $2.00 per share in an underwritten public offering, which included the exercise in full of the underwriters’ option to purchase an additional 4,125,000 shares at the public offering price (the “August 2019 Offering”). We received gross proceeds of $63,250 in the August 2019 Offering before deducting underwriting discounts and commissions and offering expenses of $4,384 . The shares sold in the August 2019 Offering were sold pursuant to a shelf-registration the Company filed on Form S-3 with the SEC which was declared effective by the SEC on July 24, 2019. In connection with the August 2019 Offering, the Company’s common stock was approved for listing on the Nasdaq Capital Market under the symbol “XCUR” and began trading on July 31, 2019. Throughout these consolidated financial statements, the terms “the Company” and “Exicure” refer to Exicure, Inc. and its 100% owned subsidiary, Exicure Operating Company. Exicure Operating Company holds all material assets, and conducts all business activities and operations, of the Company. Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of September 30, 2019 and December 31, 2018, and for the three and nine months ended September 30, 2019 and 2018, have been presented in conformity with generally accepted accounting principles in the United States (“GAAP”). Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Exicure, Inc. and its 100% owned subsidiary, Exicure Operating Company. All intercompany transactions and accounts are eliminated in consolidation. Liquidity Risk As of September 30, 2019, the Company has generated an accumulated deficit of $90,153 since inception and expects to incur significant expenses and negative cash flows for the foreseeable future. Based on the Company’s current operating plans, it believes that existing working capital at September 30, 2019 is sufficient to fund the Company for at least the next 12 months. Management believes that it will be able to obtain additional working capital through equity financings, partnerships and licensing, or other arrangements, to fund operations. However, there can be no assurance that such additional financing will be available and, if available, can be obtained on terms acceptable to the Company. Unaudited Interim Financial Information The accompanying interim condensed consolidated balance sheet as of September 30, 2019, the interim condensed consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018, the interim condensed consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2019 and 2018, and the interim condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018, are unaudited. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements; and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2019, the results of its operations for the three and nine months ended September 30, 2019 and 2018, and the results of its cash flows for the nine months ended September 30, 2019 and 2018. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2019 and 2018 are unaudited. The results for the three and nine months ended September 30, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019, or any other interim periods, or any future year or period. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on certain assumptions which it believes are reasonable in the circumstance and while actual results could differ from those estimates, management does not believe that any change in those assumptions in the near term would have a significant effect on the Company’s financial position, results of operations or cash flows. Actual results in future periods could differ from those estimates. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies There have been no changes to the significant accounting policies disclosed in the Company’s most recent Annual Report on Form 10-K, except as required by recently adopted accounting pronouncements, as discussed below: Recently Adopted Accounting Pronouncements Equity-based compensation In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation-Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns the measurement and classification guidance for share-based payment to non-employees with the guidance for share-based payments to employees. Under the new guidance, the measurement period for equity-classified non-employee awards will be fixed at the grant date. Prior to the adoption of ASU 2018-07, the Company remeasured fair value of stock option awards to nonemployees at each financial statement reporting date. The Company adopted the guidance of ASU 2018-07 in the first quarter of 2019 on a modified retrospective basis. The adoption of ASU 2018-07 did not have a material impact on our financial statements. Leases In February 2016, FASB issued ASU 2016-02, Leases (Topic 842) (or “ASC 842), which replaces the guidance in ASC 840, Leases (“ASC 840”) and requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet. The Company adopted ASC 842 on the required effective date of January 1, 2019 utilizing the modified retrospective transition method with no restatement of prior periods or cumulative adjustment to accumulated deficit. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company elected to combine lease and non-lease components, elected not to record leases with an initial term of twelve months or less on the balance sheet and will recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of right-of-use assets. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of an operating lease asset of approximately $613 and operating lease liabilities of approximately $623 , with no impact to operating expense, net loss, or basic and diluted loss per common share for the three and nine months ended September 30, 2019. The impact to the consolidated balance sheet upon adoption of ASC 842 is as follows: As Previously Reported December 31, 2018 ASC 842 Adoption Adjustment As Reported Under ASC 842 January 1, 2019 Prepaid expenses and other current assets $ 1,382 $ (28 ) $ 1,354 Other noncurrent assets 32 613 645 Accrued expenses and other current liabilities 1,543 243 1,786 Other noncurrent liabilities 39 342 381 See Note 11, Leases , for more information on leases. Recent Accounting Pronouncements Not Yet Adopted None. |
Collaborative Research and Lice
Collaborative Research and License Agreements | 9 Months Ended |
Sep. 30, 2019 | |
Research and Development [Abstract] | |
Collaborative Research and License Agreements | Collaborative Research and License Agreements Dermelix Collaboration On February 17, 2019, Exicure entered into a License and Development Agreement (the “Dermelix Collaboration”) with Dermelix, LLC d/b/a Dermelix Biotherapeutics (“Dermelix”). Pursuant to the Dermelix Collaboration, the Company granted to Dermelix exclusive, worldwide royalty-bearing license rights to, develop, manufacture, have manufactured, use and commercialize the Company’s spherical nucleic acid (“SNA”) technology for the treatment of Netherton Syndrome (“NS”) and, at Dermelix’s option, up to five additional specified orphan diseases that are within the dermatology field. Upon written notice to the Company, Dermelix may exercise its option at any time following the effective date of the Dermelix Collaboration until the date that is six (6) years from the date that the first collaboration SNA therapeutic achieves first dosing in humans in a Phase 1 clinical trial for NS. Dermelix will initially seek to develop a targeted therapy for the treatment of NS. Under the terms of the Dermelix Collaboration, the Company will be responsible for conducting the early stage development for each indication up to IND enabling toxicology studies. Dermelix will assume subsequent development, commercial activities and financial responsibility for such indications. Dermelix will pay the costs and expenses of development and commercialization of any licensed products under the Dermelix Collaboration, including the Company’s expenses incurred in connection with development activities and in accordance with the development budget. Under the terms of the Dermelix License Agreement, Exicure received an upfront payment of $1,000 , to be applied against the initial $1,000 of the Company’s development expenses. If Dermelix exercises any of its option rights for additional indications, Dermelix will pay an option exercise fee equal to $1,000 for each exercised option (each, an “Option Exercise Fee”). Any Option Exercise Fee will be applied against the Company’s development expenses with respect to the particular indication for which the option was exercised. Pursuant to the Dermelix Collaboration, the Company shall have the right to pursue the development and commercialization of SNA technology for the treatment of orphan diseases which are neither NS nor one of the additional specified orphan diseases selected by Dermelix pursuant to its option rights. If the Company commences development activities of SNA technology for the treatment of such an orphan disease, the Company will notify Dermelix in writing of such development and Dermelix will have thirty (30) days following receipt of such notice to use one of its remaining option rights on such orphan disease. If Dermelix does not use one of its remaining option rights on such orphan disease, or has no option rights remaining, then the Company will have no further obligations to Dermelix with respect to the development of SNA therapeutics for such orphan disease and shall be free to continue commercialization and development activities with respect thereto. For each of NS as well as any additional licensed product for which Dermelix exercises one of its options, the Company shall be eligible to receive additional cash payments totaling up to $13,500 upon achievement of certain development and regulatory milestones and up to $152,500 upon achievement of certain sales milestones. The regulatory milestones are payable upon the initiation or completion of clinical trials, and regulatory approval in the United States and outside the United States, per program. The commercial sales milestones are payable upon achievement of specified aggregate annual product sales thresholds. In the event a therapeutic candidate subject to the collaboration results in commercial sales, the Company will receive low double-digit royalties on annual net sales for such licensed products. Dermelix Collaboration — Revenue Recognition The Company concluded that Dermelix is a customer in this arrangement, and as such the arrangement falls within the scope of the revenue recognition guidance. The Company identified performance obligations under the Dermelix Collaboration for the license of intellectual property for the NS therapeutic candidate and associated research and development services for the NS therapeutic candidate. The Company determined that the performance obligations were not separately identifiable and were not distinct or distinct within the context of the contract due to the specialized nature of the services to be provided by Exicure, specifically with respect to the Company’s expertise related to SNA technology, and the interdependent relationship between the performance obligations. As such, the Company concluded that there is a single identified performance obligation. The Company used the most likely amount method to estimate variable consideration and estimated that the most likely amount for each potential development and regulatory milestone, which is considered variable consideration, was zero, as the achievement of those milestones is uncertain and highly susceptible to factors outside of the Company’s control. Accordingly, all such milestones were excluded from the transaction price. Management will re-evaluate the transaction price at the end of each reporting period and as uncertain events are resolved or other changes in circumstances occur and adjust the transaction price as necessary. Sales-based royalties, including commercial sales milestone payments based on the level of sales, were also excluded from the transaction price, as the license is deemed to be the predominant item to which the royalties relate. The Company will recognize such revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Revenue associated with the performance obligation will be recognized as services are provided using a cost-to-cost measure of progress method. The transfer of control occurs over time and, in management’s judgment, this input method is the best measure of progress towards satisfying the performance obligation and reflects a faithful depiction of the transfer of goods and services. The Company initially recorded the upfront payment of $1,000 as deferred revenue related to its wholly unsatisfied performance obligation and reduces this balance by recognizing revenue as services are provided. The Company recognized $527 and $986 of revenue under the Dermelix Collaboration during the three and nine months ended September 30, 2019, respectively. The amount remaining as deferred revenue is $14 at September 30, 2019. As of September 30, 2019, the Company expects to recognize this amount as revenue in the fourth quarter of 2019 based on the related level of performance during that period. The Company expects to incur additional early stage development costs beyond the initial $1,000 upfront payment and expects to be reimbursed by Dermelix for such costs under the terms of the Dermelix Collaboration. The Company will recognize both revenue and research and development expense for such costs on a gross basis during the period in which those costs are incurred. Purdue Collaboration During the three and nine months ended September 30, 2018, the Company recognized collaboration revenue of $57 and $112 , respectively, which consisted entirely of research and development activities that were reimbursed by Purdue Pharma L.P. (“Purdue”) and is presented on a gross basis in the accompanying unaudited condensed consolidated statement of operations. In April 2019, Purdue notified the Company that it will not be selecting any collaboration targets pursuant to the Company’s December 2016 research collaboration, option and license agreement with Purdue (the “Purdue Collaboration.”) As a result, the Company will not receive any research, regulatory and commercial sales milestones contingent upon successful development of such collaboration targets. Purdue re-asserted its right to develop new anti-TNF therapeutic candidates. At this time, there are no active development activities underway for a new anti-TNF therapeutic candidate. As a consequence, the Company also believes that it is highly unlikely that it will receive any research, regulatory and commercial sales milestones for any anti-TNF therapeutic candidates. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 9 Months Ended |
Sep. 30, 2019 | |
Supplemental Balance Sheet Information [Abstract] | |
Supplemental Balance Sheet Information | Supplemental Balance Sheet Information Prepaid expenses and other current assets September 30, December 31, Prepaid clinical, contract research and manufacturing costs $ 683 $ 293 Prepaid insurance 24 353 Other 638 736 Prepaid expenses and other current assets $ 1,345 $ 1,382 Property and equipment, net September 30, December 31, Scientific equipment $ 2,062 $ 1,979 Leasehold improvements 192 192 Furniture and fixtures 41 41 Computers and software 26 26 Construction in process 730 12 Property and equipment, gross 3,051 2,250 Less: accumulated depreciation (1,454 ) (1,189 ) Property and equipment, net $ 1,597 $ 1,061 Depreciation and amortization expense was $91 and $90 for the three months ended September 30, 2019 and 2018 , respectively, and $265 and $266 , for the nine months ended September 30, 2019 and 2018, respectively. Other noncurrent assets September 30, December 31, Operating lease asset $ 424 $ — Other 32 32 Other noncurrent assets $ 456 $ 32 Accrued expenses and other current liabilities September 30, December 31, Accrued payroll-related expenses $ 781 $ 899 Accrued loan fees 100 231 Accrued legal expenses 255 189 Operating lease liability 279 — Accrued clinical, contract research and manufacturing costs 244 102 Accrued other expenses 578 122 Accrued expenses and other current liabilities $ 2,237 $ 1,543 Other noncurrent liabilities September 30, December 31, Operating lease liability $ 144 $ — Other — 39 Other noncurrent liabilities $ 144 $ 39 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt On March 8, 2019, the Company and Hercules Technology Growth Capital (“Hercules”) amended its loan agreement so that the maturity date of its loan agreement is extended to March 1, 2020 and amortization payments are deferred to, and payable at, the new maturity date of March 1, 2020 (“Loan Amendment No. 4”). Fees of $52 paid to Hercules in connection with Loan Amendment No. 4, as well as a fee of $100 that is payable to Hercules at the new maturity date, are recorded as a reduction in the carrying amount of long-term debt on our balance sheet and will be amortized to interest expense through the new maturity date of March 1, 2020 using the effective interest method. At September 30, 2019 and December 31, 2018, the carrying value of the current and noncurrent portion of long-term debt is $4,912 and $4,925 , respectively. At September 30, 2019, the principal maturities of the long-term debt were as follows: September 30, 2019 2019 $ — 2020 4,999 Principal balance outstanding 4,999 less: unamortized discount and debt issuance costs (87 ) Long-term debt 4,912 Current portion 4,912 Noncurrent portion $ — The Company paid interest on debt of $152 and $146 during the three months ended September 30, 2019 and 2018, respectively, and $453 and $425 during the nine months ended September 30, 2019 and 2018, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Preferred Stock As of September 30, 2019 and December 31, 2018, the Company had 10,000,000 shares of preferred stock, par value $0.0001 authorized and no shares issued and outstanding. Common Stock As of September 30, 2019 and December 31, 2018, the Company had authorized 200,000,000 shares of common stock, par value $0.0001 . As of September 30, 2019, the Company had 75,994,790 shares issued and outstanding. As of December 31, 2018, the Company had 44,358,000 shares issued and outstanding. The holders of shares of the Company’s common stock are entitled to one vote per share on all matters to be voted upon by Exicure stockholders and there are no cumulative rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of the Company’s common stock are entitled to receive ratably any dividends that may be declared from time to time by Exicure’s board of directors (the “Board”) out of funds legally available for that purpose. In the event of the Company’s liquidation, dissolution or winding up, the holders of shares of Exicure common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock then outstanding. Exicure common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to Exicure common stock. The outstanding shares of Exicure common stock are fully paid and non-assessable. Common Stock Warrants In connection with the private placement transactions that occurred in several closings on September 26, 2017, October 27, 2017 and November 2, 2017 in which we sold to accredited investors approximately $31,513 worth of shares of common stock (before deducting placement agent fees and expenses which are approximately $3,966 ), or 10,504,196 shares, at a price of $3.00 per share (the “2017 Private Placement”), placement agents received warrants to purchase an aggregate of 413,320 shares of Exicure common stock (the “Warrants”) in connection with all closings of the 2017 Private Placement. The Warrants expire on March 27, 2021, have an exercise price of $3.00 per share, and have been issued on the same terms in all closings of the 2017 Private Placement. The Warrants are classified as a liability. The common stock warrant liability is remeasured each period at fair value. As of September 30, 2019, Warrants to purchase 413,320 shares of common stock remain outstanding. See Note 10, Fair Value Measurements for more information on the fair value of the common stock warrant liability. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation As of September 30, 2019, the aggregate number of common stock options available for grant under the 2017 Equity Incentive Plan was 650,822 . Equity-based compensation expense is classified in the statements of operations as follows: Three Months Ended Nine Months Ended September 30, 2019 2018 2019 2018 Research and development expense $ 199 $ 133 $ 423 $ 353 General and administrative expense 312 383 1,016 947 $ 511 $ 516 $ 1,439 $ 1,300 Unamortized equity-based compensation expense at September 30, 2019 was $2,574 , which is expected to be amortized over a weighted-average period of 2.3 years. The Company utilizes the Black-Scholes option-pricing model to determine the fair value of common stock option grants. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model also requires the input of highly subjective assumptions. In addition to an assumption on the expected term of the option grants as discussed below, application of the Black-Scholes model requires additional inputs for which we have assumed the values described in the table below: Nine Months Ended September 30, 2019 2018 Expected term 5.3 to 6.1 years 5.3 to 6.0 years Risk-free interest rate 1.69% to 2.56%; weighted avg. 2.16% 2.72% to 2.87%; weighted avg. 2.78% Expected volatility 83.2% to 86.7%; weighted avg. 84.9% 78.1% to 82.4%; weighted avg. 80.6% Forfeiture rate 5 % 5 % Expected dividend yield — % — % The expected term is based upon the “simplified method” as described in Staff Accounting Bulletin Topic 14.D.2. Currently, the Company does not have sufficient experience to provide a reasonable estimate of an expected term of its common stock options. The Company will continue to use the “simplified method” until there is sufficient experience to provide a more reasonable estimate in conformance with ASC 718-10-30-25 through 30-26. The risk-free interest rate assumptions were based on the U.S. Treasury bond rate appropriate for the expected term in effect at the time of grant. The expected volatility is based on calculated enterprise value volatilities for publicly traded companies in the same industry and general stage of development. The estimated forfeiture rates were based on historical experience for similar classes of employees. The dividend yield was based on expected dividends at the time of grant. The fair value of the underlying common stock and the exercise price for the common stock options granted during the nine months ended September 30, 2019 and 2018 are summarized in the table below: Common Stock Options Granted During Period Ended: Fair Value of Underlying Common Stock Exercise Price of Common Stock Option Nine months ended September 30, 2019 $2.32 to $2.95; weighted avg. $2.75 $2.32 to $2.95; weighted avg. $2.75 Nine months ended September 30, 2018 $3.00 to $5.82; weighted avg. $3.45 $3.00 to $5.82; weighted avg. $3.45 The weighted-average grant date fair value of common stock options granted in the nine months ended September 30, 2019 and 2018 was $1.96 and $2.40 per common stock option, respectively. A summary of common stock option activity as of the periods indicated is as follows: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands) Outstanding - December 31, 2018 4,891,588 $ 2.22 7.3 $ 7,330 Granted 617,009 2.75 Exercised (11,790 ) 1.45 Forfeited (339,388 ) 2.89 Outstanding - September 30, 2019 5,157,419 $ 2.24 6.5 $ 3,754 Exercisable - September 30, 2019 3,884,020 $ 1.94 5.7 $ 3,718 Vested and Expected to Vest - September 30, 2019 5,082,248 $ 2.23 6.4 $ 3,753 The aggregate intrinsic value of common stock options exercised during the nine months ended September 30, 2019 and 2018 was $13 and $51 , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company incurred a pretax loss in each of the three and nine months ended September 30, 2019 and 2018, which consists entirely of loss in the U.S. and resulted in no provision for income tax expense during the periods then ended. The effective tax rate is 0% in each of the three and nine months ended September 30, 2019 and 2018 because the Company has generated tax losses and has provided a full valuation allowance against its deferred tax assets. |
Loss Per Common Share
Loss Per Common Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Loss Per Common Share Basic loss per common share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per common share is calculated using the treasury share method by giving effect to all potentially dilutive securities that were outstanding. Potentially dilutive options and warrants to purchase common stock that were outstanding during the periods presented were excluded from the diluted loss per share calculation because such shares had an anti-dilutive effect due to the net loss reported in those periods. Therefore, basic and diluted loss per common share is the same for each of the three and nine months ended September 30, 2019 and 2018. The following is the computation of loss per common share for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net loss $ (5,816 ) $ (5,324 ) $ (16,322 ) $ (17,658 ) Weighted-average basic and diluted common shares outstanding 64,651,040 41,527,922 51,200,072 40,121,295 Loss per share - basic and diluted $ (0.09 ) $ (0.13 ) $ (0.32 ) $ (0.44 ) The outstanding securities presented below were excluded from the calculation of net loss per common share, because such securities would have been anti-dilutive due to the Company’s net loss per share during the periods ending on the dates presented: September 30, 2019 2018 Options to purchase common stock 5,157,419 4,891,588 Warrants to purchase common stock 413,320 413,320 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurement, establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, as follows: Level 1 Inputs - unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date; Level 2 Inputs - other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Inputs - unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The Company uses the market approach and Level 1 inputs to value its cash equivalents. The Company’s long-term debt bore interest at the prevailing market rates for instruments with similar characteristics and, accordingly, the carrying value for this instrument also approximates its fair value and the financial measurement is also classified within Level 2 of the fair value hierarchy. The Company’s common stock warrant liability (refer to Note 6, Stockholders’ Equity for more information) is classified within Level 3 of the fair value hierarchy. The fair value of the common stock warrant liability was determined using the Black-Scholes option-pricing model. The following weighted-average assumptions were used to estimate the fair value of the common stock warrant liability at September 30, 2019: September 30, 2019 Expected term 1.5 years Risk-free interest rate 1.67 % Expected volatility 97.94 % Expected dividend yield — % A 10% change in the estimate of expected volatility at September 30, 2019 would increase or decrease the fair value of the common stock warrant liability in the amount of $44 . A 10% change in the estimate of fair value of the common stock at September 30, 2019 would increase or decrease the fair value of the common stock warrant liability in the amount of $73 . The following is a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) for the nine months ended September 30, 2019: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Common Stock Warrant Liability Balance at January 1, 2019 $ 797 Gain included in other income (expense), net (360 ) Balance at September 30, 2019 $ 437 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company determines if an arrangement is a lease at contract inception. Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized on the balance sheet at the commencement date of the lease based upon the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company uses the implicit interest rate when readily determinable and uses the Company’s incremental borrowing rate when the implicit rate is not readily determinable based upon the information available at the commencement date in determining the present value of the lease payments. The lease payments used to determine the Company’s operating lease assets may include lease incentives, stated rent increases and escalation clauses linked to rates of inflation when determinable. In addition, the Company’s lease arrangements may contain lease and non-lease components. The Company combines lease and non-lease components, which are accounted for together as a single lease component. Variable lease payments, such as real estate taxes and facility maintenance costs that are allocated by the lessor to the lessee and are not based on an index or a rate, are excluded from the measurement of the lease liability. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Short-term leases, defined as leases that have a lease term of twelve months or less at the commencement date, are excluded from this treatment and are recognized on a straight-line basis over the term of the lease. Costs for variable lease payments that are not included in the lease liability are recognized as expense as incurred. The Company’s lease arrangements consist of (i) a lease for office and laboratory space at its headquarters in Skokie, IL that commenced in March 2012 and is scheduled to end in February 2021 (the “Skokie Lease”), (ii) a lease for office space at a multi-tenant facility in Cambridge, MA that commenced in March 2019 and is cancelable at any time (the “Cambridge Lease”), and (iii) leases for office equipment (the “Office Equipment Leases”). Each of these leases are classified as operating leases. The Skokie Lease includes a renewal option which the Company concluded that it is not reasonably certain that the renewal option would be exercised. Lease payments for the Skokie Lease include a fixed payment amount as well as variable payments related to a proportionate share of operating and real estate expenses. Due to the nature of the Cambridge Lease, the Company determined that this lease represented a short-term lease with an initial term of less than twelve months and, as such, the Cambridge Lease is not recorded on the balance sheet and related lease costs are recognized in the statement of operations as they are incurred. The Company has also elected to not record the Office Equipment Leases on the balance sheet since related payment amounts and lease costs are insignificant. Lease costs for the Office Equipment Leases are recognized in the statement of operations on a straight-line basis over the lease term. The following table summarizes the presentation in the Company’s unaudited condensed consolidated balance sheets of its operating leases: September 30, Assets: Operating lease asset $ 424 Liabilities: Operating lease liability $ 279 Operating lease liability, noncurrent 144 Total operating lease liability $ 423 Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. Information related to the Company's operating lease asset and related operating lease liabilities were as follows: September 30, 2019 Remaining lease term (1) 1.4 years Discount rate 16.1 % (1) Does not include a renewal term beyond February 28, 2021. Renewal terms are included in the lease term when it is reasonably certain that the Company will exercise the option. The following table summarizes lease costs in the Company’s unaudited condensed consolidated statement of operations: Three Months Ended Nine Months Ended September 30, 2019 2019 Operating lease costs $ 84 $ 252 Short term lease costs 42 79 Variable lease costs 84 259 Total lease costs $ 210 $ 590 During the three and nine months ended September 30, 2019, the Company made cash payments of $207 and $634 for operating leases, respectively. Maturities of the Company’s lease liability as of September 30, 2019 were as follows: Years Ending December 31, Operating Leases 2019 (remaining three months) $ 58 2020 353 2021 59 Total $ 470 Less: imputed interest (47 ) Total lease liability $ 423 Current operating lease liability 279 Noncurrent operating lease liability 144 Total lease liability $ 423 Leases - ASC 840 Disclosures Lease expense consisted of the following during the three and nine months ended September 30, 2018: Three Months Ended September 30, Nine Months Ended September 30, 2018 2018 Straight-line rent expense $ 83 $ 249 Contingent rent expense 67 231 Total rent expense $ 150 $ 480 The future minimum lease payments under the Company’s operating leases as of December 31, 2018, were as follows: Years Ending December 31, Operating Leases 2019 $ 347 2020 353 2021 59 Total $ 759 |
Commitment and Contingencies (N
Commitment and Contingencies (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases Refer to Note 11, Leases , for a discussion of the commitments associated with the Company’s lease agreements. Northwestern University License Agreements On December 12, 2011, (1) AuraSense, LLC assigned to the Company all of its worldwide rights and interests under AuraSense, LLC’s 2009 license agreement with Northwestern University (“NU”) in the field of the use of nanoparticles, nanotechnology, microtechnology or nanomaterial-based constructs as therapeutics or accompanying therapeutics as a means of delivery, but expressly excluding diagnostics (the “assigned field”); (2) in accordance with the terms and conditions of this assignment, the Company assumed all liabilities and obligations of AuraSense, LLC as set forth in its license agreement in the assigned field; and (3) in order to secure this assignment and the patent rights from NU, the Company agreed (i) to pay NU an annual license fee, which may be credited against any royalties due to NU in the same year, (ii) to reimburse NU for expenses associated with the prosecution and maintenance of the license patent rights, (iii) to pay NU royalties based on any net revenue generated by the Company’s sale or transfer of any licensed product, and (iv) to pay NU, in the event the Company grants a sublicense under the licensed patent rights, the greater of a percentage of all sublicensee royalties or a percentage of any net revenue generated by a sublicensee’s sale or transfer of any licensed product. In August 2015, we entered into a restated license agreement with NU (the “restated license agreement”). In February 2016, we obtained exclusive license as to NU’s rights in certain SNA technology we jointly own with NU. Our license to NU’s rights is limited to the assigned field, however we have no such limitation as to our own rights in this jointly owned technology. In June 2016, we entered into an exclusive license with NU to obtain worldwide rights to certain inhibitors of glucosylceramide synthase and their use in wound healing in diabetes. Our rights and obligations in these 2016 agreements are substantially the same as in the restated license agreement from August 2015 (collectively referred to as “the Northwestern University License Agreements”). As of September 30, 2019, the Company has paid to NU an aggregate of $4,143 in consideration of each of the obligations described above. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Since its inception in 2011, the Company has shared facilities, certain staff members and certain operating expenses with AuraSense, LLC, our former parent and largest stockholder. On an infrequent basis, the Company also pays certain expenses directly on behalf of AuraSense, LLC which are related to AuraSense, LLC’s grants, and AuraSense, LLC sometimes pays expenses directly on behalf of the Company. These costs are summarized and directly billed between the Company and AuraSense, LLC on a quarterly basis. In addition, certain expense and administrative activities are shared between the Company and AuraSense, LLC. Effective January 1, 2016, the Company and AuraSense, LLC amended its shared services agreement to simplify the billing arrangement. Under the amended shared services agreement, the Company bills AuraSense, LLC $8 per quarter for indirect costs incurred by the Company plus a specified rate for hours worked by Company scientists on projects directly related to AuraSense, LLC. The amended shared services arrangement continues to require direct non-labor expenses incurred by the Company to be billed to AuraSense, LLC. Effective January 1, 2017, the Company and AuraSense, LLC further amended its shared services agreement so that the quarterly fee related to administrative activities billed by the Company to AuraSense, LLC be reduced to $3 per quarter. This decrease is to reflect the current and expected future reduction in administrative activities to be provided by the Company to AuraSense, LLC. The amounts due from AuraSense, LLC in connection with the above-mentioned activities were $16 and $10 at September 30, 2019 and December 31, 2018, respectively. The following is a summary of amounts billed to AuraSense, LLC and recognized in the accompanying unaudited condensed consolidated statement of operations in connection with the above-mentioned activities: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Quarterly fee for indirect costs 3 3 $ 9 $ 9 Direct costs of AuraSense LLC paid by the Company 2 2 7 24 $ 5 $ 5 $ 16 $ 33 The Company received consulting services from, and paid fees to, one of its co-founders who is not an employee but serves as a member of the Board. The Company paid $75 in each of the nine months ended September 30, 2019 and 2018 in connection with these consulting services and these amounts are recognized as an expense in the accompanying unaudited condensed consolidated statement of operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events which may require adjustment to or disclosure in the accompanying unaudited condensed consolidated financial statements and has concluded that there are no subsequent events or transactions that occurred subsequent to the balance sheet date that would require recognition or disclosure in the accompanying unaudited condensed consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of September 30, 2019 and December 31, 2018, and for the three and nine months ended September 30, 2019 and 2018, have been presented in conformity with generally accepted accounting principles in the United States (“GAAP”). |
Principles of consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Exicure, Inc. and its 100% owned subsidiary, Exicure Operating Company. All intercompany transactions and accounts are eliminated in consolidation. |
Use of estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on certain assumptions which it believes are reasonable in the circumstance and while actual results could differ from those estimates, management does not believe that any change in those assumptions in the near term would have a significant effect on the Company’s financial position, results of operations or cash flows. Actual results in future periods could differ from those estimates. |
Recent accounting pronouncements | Recently Adopted Accounting Pronouncements Equity-based compensation In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation-Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns the measurement and classification guidance for share-based payment to non-employees with the guidance for share-based payments to employees. Under the new guidance, the measurement period for equity-classified non-employee awards will be fixed at the grant date. Prior to the adoption of ASU 2018-07, the Company remeasured fair value of stock option awards to nonemployees at each financial statement reporting date. The Company adopted the guidance of ASU 2018-07 in the first quarter of 2019 on a modified retrospective basis. The adoption of ASU 2018-07 did not have a material impact on our financial statements. Leases In February 2016, FASB issued ASU 2016-02, Leases (Topic 842) (or “ASC 842), which replaces the guidance in ASC 840, Leases (“ASC 840”) and requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet. The Company adopted ASC 842 on the required effective date of January 1, 2019 utilizing the modified retrospective transition method with no restatement of prior periods or cumulative adjustment to accumulated deficit. The Company has elected the package of practical expedients, which allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. The Company elected to combine lease and non-lease components, elected not to record leases with an initial term of twelve months or less on the balance sheet and will recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of right-of-use assets. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of an operating lease asset of approximately $613 and operating lease liabilities of approximately $623 , with no impact to operating expense, net loss, or basic and diluted loss per common share for the three and nine months ended September 30, 2019. The impact to the consolidated balance sheet upon adoption of ASC 842 is as follows: As Previously Reported December 31, 2018 ASC 842 Adoption Adjustment As Reported Under ASC 842 January 1, 2019 Prepaid expenses and other current assets $ 1,382 $ (28 ) $ 1,354 Other noncurrent assets 32 613 645 Accrued expenses and other current liabilities 1,543 243 1,786 Other noncurrent liabilities 39 342 381 See Note 11, Leases , for more information on leases. Recent Accounting Pronouncements Not Yet Adopted None. |
Loss per common share | Basic loss per common share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per common share is calculated using the treasury share method by giving effect to all potentially dilutive securities that were outstanding. Potentially dilutive options and warrants to purchase common stock that were outstanding during the periods presented were excluded from the diluted loss per share calculation because such shares had an anti-dilutive effect due to the net loss reported in those periods. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Impact of Adoption of ASC 842 | The impact to the consolidated balance sheet upon adoption of ASC 842 is as follows: As Previously Reported December 31, 2018 ASC 842 Adoption Adjustment As Reported Under ASC 842 January 1, 2019 Prepaid expenses and other current assets $ 1,382 $ (28 ) $ 1,354 Other noncurrent assets 32 613 645 Accrued expenses and other current liabilities 1,543 243 1,786 Other noncurrent liabilities 39 342 381 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Supplemental Balance Sheet Information [Abstract] | |
Prepaid Expense and Other Current Assets | Prepaid expenses and other current assets September 30, December 31, Prepaid clinical, contract research and manufacturing costs $ 683 $ 293 Prepaid insurance 24 353 Other 638 736 Prepaid expenses and other current assets $ 1,345 $ 1,382 |
Property and Equipment, Net | Property and equipment, net September 30, December 31, Scientific equipment $ 2,062 $ 1,979 Leasehold improvements 192 192 Furniture and fixtures 41 41 Computers and software 26 26 Construction in process 730 12 Property and equipment, gross 3,051 2,250 Less: accumulated depreciation (1,454 ) (1,189 ) Property and equipment, net $ 1,597 $ 1,061 |
Other Noncurrent Assets | Other noncurrent assets September 30, December 31, Operating lease asset $ 424 $ — Other 32 32 Other noncurrent assets $ 456 $ 32 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities September 30, December 31, Accrued payroll-related expenses $ 781 $ 899 Accrued loan fees 100 231 Accrued legal expenses 255 189 Operating lease liability 279 — Accrued clinical, contract research and manufacturing costs 244 102 Accrued other expenses 578 122 Accrued expenses and other current liabilities $ 2,237 $ 1,543 |
Other Noncurrent Liabilities | Other noncurrent liabilities September 30, December 31, Operating lease liability $ 144 $ — Other — 39 Other noncurrent liabilities $ 144 $ 39 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Principal Maturities of Long-term Debt | At September 30, 2019, the principal maturities of the long-term debt were as follows: September 30, 2019 2019 $ — 2020 4,999 Principal balance outstanding 4,999 less: unamortized discount and debt issuance costs (87 ) Long-term debt 4,912 Current portion 4,912 Noncurrent portion $ — |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation Expense Classification in Statement of Operations | Equity-based compensation expense is classified in the statements of operations as follows: Three Months Ended Nine Months Ended September 30, 2019 2018 2019 2018 Research and development expense $ 199 $ 133 $ 423 $ 353 General and administrative expense 312 383 1,016 947 $ 511 $ 516 $ 1,439 $ 1,300 |
Assumptions Used to Determine Fair Value of Common Stock Option Grants | The fair value of the underlying common stock and the exercise price for the common stock options granted during the nine months ended September 30, 2019 and 2018 are summarized in the table below: Common Stock Options Granted During Period Ended: Fair Value of Underlying Common Stock Exercise Price of Common Stock Option Nine months ended September 30, 2019 $2.32 to $2.95; weighted avg. $2.75 $2.32 to $2.95; weighted avg. $2.75 Nine months ended September 30, 2018 $3.00 to $5.82; weighted avg. $3.45 $3.00 to $5.82; weighted avg. $3.45 In addition to an assumption on the expected term of the option grants as discussed below, application of the Black-Scholes model requires additional inputs for which we have assumed the values described in the table below: Nine Months Ended September 30, 2019 2018 Expected term 5.3 to 6.1 years 5.3 to 6.0 years Risk-free interest rate 1.69% to 2.56%; weighted avg. 2.16% 2.72% to 2.87%; weighted avg. 2.78% Expected volatility 83.2% to 86.7%; weighted avg. 84.9% 78.1% to 82.4%; weighted avg. 80.6% Forfeiture rate 5 % 5 % Expected dividend yield — % — % |
Common Stock Option Activity | A summary of common stock option activity as of the periods indicated is as follows: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (thousands) Outstanding - December 31, 2018 4,891,588 $ 2.22 7.3 $ 7,330 Granted 617,009 2.75 Exercised (11,790 ) 1.45 Forfeited (339,388 ) 2.89 Outstanding - September 30, 2019 5,157,419 $ 2.24 6.5 $ 3,754 Exercisable - September 30, 2019 3,884,020 $ 1.94 5.7 $ 3,718 Vested and Expected to Vest - September 30, 2019 5,082,248 $ 2.23 6.4 $ 3,753 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Loss Per Common Share | The following is the computation of loss per common share for the three and nine months ended September 30, 2019 and 2018: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net loss $ (5,816 ) $ (5,324 ) $ (16,322 ) $ (17,658 ) Weighted-average basic and diluted common shares outstanding 64,651,040 41,527,922 51,200,072 40,121,295 Loss per share - basic and diluted $ (0.09 ) $ (0.13 ) $ (0.32 ) $ (0.44 ) |
Antidilutive Securities | The outstanding securities presented below were excluded from the calculation of net loss per common share, because such securities would have been anti-dilutive due to the Company’s net loss per share during the periods ending on the dates presented: September 30, 2019 2018 Options to purchase common stock 5,157,419 4,891,588 Warrants to purchase common stock 413,320 413,320 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assumptions used to Estimate Fair Value of Warrant Liability | The following weighted-average assumptions were used to estimate the fair value of the common stock warrant liability at September 30, 2019: September 30, 2019 Expected term 1.5 years Risk-free interest rate 1.67 % Expected volatility 97.94 % Expected dividend yield — % |
Reconciliation of Liabilities Measured at Fair Value on a Recurring Basis | The following is a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) for the nine months ended September 30, 2019: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Common Stock Warrant Liability Balance at January 1, 2019 $ 797 Gain included in other income (expense), net (360 ) Balance at September 30, 2019 $ 437 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Operating Lease Balance Sheet Presentation | The following table summarizes the presentation in the Company’s unaudited condensed consolidated balance sheets of its operating leases: September 30, Assets: Operating lease asset $ 424 Liabilities: Operating lease liability $ 279 Operating lease liability, noncurrent 144 Total operating lease liability $ 423 |
Lease Costs | Information related to the Company's operating lease asset and related operating lease liabilities were as follows: September 30, 2019 Remaining lease term (1) 1.4 years Discount rate 16.1 % (1) Does not include a renewal term beyond February 28, 2021. Renewal terms are included in the lease term when it is reasonably certain that the Company will exercise the option. The following table summarizes lease costs in the Company’s unaudited condensed consolidated statement of operations: Three Months Ended Nine Months Ended September 30, 2019 2019 Operating lease costs $ 84 $ 252 Short term lease costs 42 79 Variable lease costs 84 259 Total lease costs $ 210 $ 590 |
Schedule of Future Minimum Rental Payments | Maturities of the Company’s lease liability as of September 30, 2019 were as follows: Years Ending December 31, Operating Leases 2019 (remaining three months) $ 58 2020 353 2021 59 Total $ 470 Less: imputed interest (47 ) Total lease liability $ 423 Current operating lease liability 279 Noncurrent operating lease liability 144 Total lease liability $ 423 |
Schedule of Lease Expense - ASC 840 | Lease expense consisted of the following during the three and nine months ended September 30, 2018: Three Months Ended September 30, Nine Months Ended September 30, 2018 2018 Straight-line rent expense $ 83 $ 249 Contingent rent expense 67 231 Total rent expense $ 150 $ 480 |
Future Minimum Lease Payments - ASC 840 | The future minimum lease payments under the Company’s operating leases as of December 31, 2018, were as follows: Years Ending December 31, Operating Leases 2019 $ 347 2020 353 2021 59 Total $ 759 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Revenue from Related Party | The following is a summary of amounts billed to AuraSense, LLC and recognized in the accompanying unaudited condensed consolidated statement of operations in connection with the above-mentioned activities: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Quarterly fee for indirect costs 3 3 $ 9 $ 9 Direct costs of AuraSense LLC paid by the Company 2 2 7 24 $ 5 $ 5 $ 16 $ 33 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 02, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Subsidiary, Sale of Stock [Line Items] | |||
Gross proceeds | $ 63,250 | $ 22,001 | |
Accumulated deficit generated, since inception | $ 90,153 | ||
Underwritten Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued in transaction (in shares) | 31,625,000 | ||
Sale of stock (in usd per share) | $ 2 | ||
Additional shares issued (in shares) | 4,125,000 | ||
Gross proceeds | $ 63,250 | ||
Stock issuance costs | $ 4,384 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease asset | $ 424 | ||
Liability - operating lease | 423 | ||
Prepaid expenses and other assets | 1,345 | $ 1,354 | $ 1,382 |
Other noncurrent assets | 456 | 645 | 32 |
Accrued expenses and other current liabilities | 2,237 | 1,786 | 1,543 |
Other noncurrent liabilities | $ 144 | 381 | $ 39 |
ASC 842 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease asset | 613 | ||
Liability - operating lease | 623 | ||
Prepaid expenses and other assets | (28) | ||
Other noncurrent assets | 613 | ||
Accrued expenses and other current liabilities | 243 | ||
Other noncurrent liabilities | $ 342 |
Collaborative Research and Li_2
Collaborative Research and License Agreements (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)target | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Collaboration revenue | $ 527 | $ 57 | $ 986 | $ 112 | |
Current portion of deferred revenue | $ 14 | 14 | $ 0 | ||
Dermelix License Agreement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Aggregate regulatory milestone revenue | 13,500 | ||||
Potential milestone revenue | $ 152,500 | ||||
Dermelix License Agreement | Collaboration Arrangement | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Number of additional collaboration targets | target | 5 | ||||
Collaboration agreement term | 6 years | ||||
Non-refundable upfront payment received for research agreement | $ 1,000 | ||||
Collaboration development expenses | 1,000 | ||||
Collaboration option exercise fee | $ 1,000 | ||||
Collaboration option rights usage term | 30 days | ||||
Purdue Collaboration | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Collaboration revenue | $ 57 | $ 112 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Supplemental Balance Sheet Information [Abstract] | |||
Prepaid clinical, contract research and manufacturing costs | $ 683 | $ 293 | |
Prepaid insurance | 24 | 353 | |
Other | 638 | 736 | |
Prepaid expenses and other current assets | $ 1,345 | $ 1,354 | $ 1,382 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 3,051 | $ 3,051 | $ 2,250 | ||
Less: accumulated depreciation | (1,454) | (1,454) | (1,189) | ||
Property and equipment, net | 1,597 | 1,597 | 1,061 | ||
Depreciation and amortization | 91 | $ 90 | 265 | $ 266 | |
Scientific equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 2,062 | 2,062 | 1,979 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 192 | 192 | 192 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 41 | 41 | 41 | ||
Computers and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 26 | 26 | 26 | ||
Construction in process | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 730 | $ 730 | $ 12 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Other noncurrent assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Supplemental Balance Sheet Information [Abstract] | |||
Operating lease asset | $ 424 | ||
Other | 32 | $ 32 | |
Other noncurrent assets | $ 456 | $ 645 | $ 32 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Supplemental Balance Sheet Information [Abstract] | |||
Accrued payroll-related expenses | $ 781 | $ 899 | |
Accrued loan fees | 100 | 231 | |
Accrued legal expenses | 255 | 189 | |
Operating lease liability | 279 | ||
Accrued clinical, contract research and manufacturing costs | 244 | 102 | |
Accrued other expenses | 578 | 122 | |
Accrued expenses and other current liabilities | $ 2,237 | $ 1,786 | $ 1,543 |
Supplemental Balance Sheet In_7
Supplemental Balance Sheet Information - Other noncurrent liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Supplemental Balance Sheet Information [Abstract] | |||
Operating lease liability | $ 144 | ||
Other | 0 | $ 39 | |
Other noncurrent liabilities | $ 144 | $ 381 | $ 39 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | Mar. 08, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||||||
Payment of long-term debt fees and issuance costs | $ 52 | $ 284 | $ 0 | |||
Debt fees (accrued expenses) | $ 100 | 100 | 0 | |||
Long-term debt | $ 4,912 | 4,912 | $ 4,925 | |||
Interest paid on debt | $ 152 | $ 146 | $ 453 | $ 425 |
Debt - Principal Maturities of
Debt - Principal Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2019 | $ 0 | |
2020 | 4,999 | |
Principal balance outstanding | 4,999 | |
less: unamortized discount and debt issuance costs | (87) | |
Long-term debt | 4,912 | $ 4,925 |
Current portion | 4,912 | 0 |
Noncurrent portion | $ 0 | $ 4,925 |
Stockholders' Equity - Current
Stockholders' Equity - Current Capitalization (Details) | Sep. 30, 2019vote_per_share$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 75,994,790 | 44,358,000 |
Common stock, voting rights for each share | vote_per_share | 1 | |
Common stock, shares outstanding (in shares) | 75,994,790 | 44,358,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Warrants (Details) - Private Placement - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |
Nov. 02, 2017 | Sep. 30, 2019 | |
Class of Stock [Line Items] | ||
Consideration received on transaction | $ 31,513 | |
Payments of stock issuance costs | $ 3,966 | |
Number of shares issued in transaction (in shares) | 10,504,196 | |
Exercise price (in dollars per share) | $ 3 | |
Number of shares called by warrants (in shares) | 413,320 | 413,320 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation cost not yet recognized | $ 2,574 | |
Compensation expense recognition period | 2 years 3 months 18 days | |
Weighted-average grant date fair value (in dollars per share) | $ 1.96 | $ 2.40 |
Intrinsic value of options exercised | $ 13 | $ 51 |
Exicure, Inc. 2017 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for grant (in shares) | 650,822 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 511 | $ 516 | $ 1,439 | $ 1,300 |
Research and development expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 199 | 133 | 423 | 353 |
General and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 312 | $ 383 | $ 1,016 | $ 947 |
Equity-Based Compensation - Ass
Equity-Based Compensation - Assumptions Used for Fair Value Measurement (Details) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.69% | 2.72% |
Risk-free interest rate, maximum | 2.56% | 2.87% |
Expected volatility, minimum | 83.20% | 78.10% |
Expected volatility, maximum | 86.70% | 82.40% |
Expected volatility, weighted average | 84.90% | 80.60% |
Forfeiture rate | 5.00% | 5.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 5 years 3 months 18 days | 5 years 3 months 18 days |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years 1 month 6 days | 6 years |
Weighted Average | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.16% | 2.78% |
Equity-Based Compensation - Fai
Equity-Based Compensation - Fair Value of Underlying Common Stock and Exercise Price of Stock Options (Details) - $ / shares | Sep. 30, 2019 | Sep. 30, 2018 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value of Underlying Common Stock (dollars per share) | $ 2.32 | $ 3 |
Exercise Price of Common Stock Option (dollars per share) | 2.32 | 3 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value of Underlying Common Stock (dollars per share) | 2.95 | 5.82 |
Exercise Price of Common Stock Option (dollars per share) | 2.95 | 5.82 |
Weighted Average | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair Value of Underlying Common Stock (dollars per share) | 2.75 | 3.45 |
Exercise Price of Common Stock Option (dollars per share) | $ 2.75 | $ 3.45 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Schedule of Stock Options Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Options | ||
Outstanding beginning balance (in shares) | 4,891,588 | |
Granted (in shares) | 617,009 | |
Exercised (in shares) | (11,790) | |
Forfeited (in shares) | (339,388) | |
Outstanding ending balance (in shares) | 5,157,419 | 4,891,588 |
Weighted-Average Exercise Price | ||
Outstanding beginning balance (in dollars per share) | $ 2.22 | |
Granted (in dollars per share) | 2.75 | |
Exercised (in dollars per share) | 1.45 | |
Forfeited (in dollars per share) | 2.89 | |
Outstanding ending balance (in dollars per share) | $ 2.24 | $ 2.22 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted-Average Remaining Contractual Term | 6 years 6 months | 7 years 3 months |
Aggregate Intrinsic Value | $ 3,754 | $ 7,330 |
Exercisable (in shares) | 3,884,020 | |
Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 1.94 | |
Exercisable, Weighted-Average Remaining Contractual Term | 5 years 8 months | |
Exercisable, Aggregate Intrinsic Value | $ 3,718 | |
Vested and Expected to Vest (in shares) | 5,082,248 | |
Vested and Expected to Vest, Weighted-Average Exercise Price (in dollars per share) | $ 2.23 | |
Vested and Expected to Vest, Weighted-Average Remaining Contractual Term | 6 years 5 months | |
Vested and Expected to Vest, Aggregate Intrinsic Value (dollars per share) | $ 3,753 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
Loss Per Common Share - Computa
Loss Per Common Share - Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (5,816) | $ (5,220) | $ (5,286) | $ (5,324) | $ (6,825) | $ (5,509) | $ (16,322) | $ (17,658) |
Weighted-average basic and diluted common shares outstanding (in shares) | 64,651,040 | 41,527,922 | 51,200,072 | 40,121,295 | ||||
Loss per share - basic and diluted (in dollars per share) | $ (0.09) | $ (0.13) | $ (0.32) | $ (0.44) |
Loss Per Common Share - Antidil
Loss Per Common Share - Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares excluded from computation of weighted-average diluted common shares outstanding (in shares) | 5,157,419 | 4,891,588 |
Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares excluded from computation of weighted-average diluted common shares outstanding (in shares) | 413,320 | 413,320 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value Disclosures [Abstract] | |
Impact of 10% change in estimate of expected volatility of the fair value of the common stock | $ 44 |
Impact of 10% change in the estimate of fair value of the common stock | $ 73 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assumptions used to Estimate Fair Value of Warrant Liability (Details) - Warrant Liability - Common Stock | Sep. 30, 2019 |
Expected term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Common stock warrant liability, measurement input | 1.5 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Common stock warrant liability, measurement input | 0.0167 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Common stock warrant liability, measurement input | 0.9794 |
Expected dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Common stock warrant liability, measurement input | 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value Measurements Using Significant Unobservable Inputs (Level 3) - Common Stock - Warrant Liability $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at January 1, 2019 | $ 797 |
Gain included in other income (expense), net | (360) |
Balance at September 30, 2019 | $ 437 |
Leases - Balance Sheet Presenta
Leases - Balance Sheet Presentation (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
Operating lease asset | $ 424 |
Operating lease liability | 279 |
Operating lease liability | 144 |
Total operating lease liability | $ 423 |
Leases - Right of Use Asset Inf
Leases - Right of Use Asset Information (Details) | Sep. 30, 2019 |
Leases [Abstract] | |
Remaining lease term | 1 year 5 months |
Discount rate | 16.10% |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease costs | $ 84 | $ 252 |
Short term lease costs | 42 | 79 |
Variable lease costs | 84 | 259 |
Total lease costs | 210 | 590 |
Operating lease, cash payments | $ 207 | $ 634 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2019 (remaining three months) | $ 58 |
2020 | 353 |
2021 | 59 |
Total | 470 |
Less: imputed interest | (47) |
Total lease liability | 423 |
Current operating lease liability | 279 |
Noncurrent operating lease liability | $ 144 |
Leases - Rent Expense (Details)
Leases - Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Leases [Abstract] | ||
Straight-line rent expense | $ 83 | $ 249 |
Contingent rent expense | 67 | 231 |
Total rent expense | $ 150 | $ 480 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Rental Payments-2018 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 347 |
2020 | 353 |
2021 | 59 |
Total | $ 759 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | 94 Months Ended |
Sep. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Payment for license agreements | $ 4,143 |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Details) - USD ($) $ in Thousands | Jan. 01, 2017 | Jan. 01, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||
Receivable from related party | $ 16 | $ 10 | |||
Board of Directors | Consulting services | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 75 | $ 75 | |||
AuraSense | |||||
Related Party Transaction [Line Items] | |||||
Quarterly revenue from related party for indirect costs | $ 3 | $ 8 | |||
Receivable from related party | $ 16 | $ 10 |
Related-Party Transactions - Sc
Related-Party Transactions - Schedule of Revenue from Related Party (Details) - AuraSense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 5 | $ 5 | $ 16 | $ 33 |
Quarterly fee for indirect costs | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | 3 | 3 | 9 | 9 |
Direct costs of AuraSense LLC paid by the Company | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 2 | $ 2 | $ 7 | $ 24 |