Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 10, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-39011 | |
Entity Registrant Name | EXICURE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-5333008 | |
Entity Address, Address Line One | 2430 N. Halsted St. | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60614 | |
City Area Code | (847) | |
Local Phone Number | 673-1700 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | XCUR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 87,228,586 | |
Entity Central Index Key | 0001698530 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 31,459 | $ 48,460 |
Short-term investments | 62,621 | 62,326 |
Accounts receivable | 59 | 16 |
Unbilled revenue receivable | 6 | 19 |
Prepaid expenses and other assets | 2,684 | 1,955 |
Total current assets | 96,829 | 112,776 |
Property and equipment, net | 4,269 | 2,099 |
Right-of-use asset | 8,768 | 356 |
Other noncurrent assets | 1,414 | 32 |
Total assets | 111,280 | 115,263 |
Current liabilities: | ||
Current portion of long-term debt | 0 | 4,965 |
Accounts payable | 2,006 | 1,814 |
Accrued expenses and other current liabilities | 2,124 | 2,435 |
Deferred revenue, current | 8,479 | 21,873 |
Total current liabilities | 12,609 | 31,087 |
Long-term debt, net | 16,500 | 0 |
Common stock warrant liability, noncurrent | 0 | 414 |
Deferred revenue, noncurrent | 0 | 2,956 |
Lease liability, noncurrent | 8,087 | 59 |
Other noncurrent liabilities | 656 | 0 |
Total liabilities | 37,852 | 34,516 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value per share; 200,000,000 shares authorized, 87,228,586 issued and outstanding, September 30, 2020; 86,069,263 issued and outstanding, December 31, 2019 | 9 | 9 |
Additional paid-in capital | 166,499 | 162,062 |
Accumulated other comprehensive income (loss) | 200 | (27) |
Accumulated deficit | (93,280) | (81,297) |
Total stockholders' equity | 73,428 | 80,747 |
Total liabilities and stockholders’ equity | $ 111,280 | $ 115,263 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
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) | 87,228,586 | 86,069,263 |
Common stock, shares outstanding (in shares) | 87,228,586 | 86,069,263 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue: | ||||
Collaboration revenue | $ 2,443 | $ 527 | $ 16,473 | $ 986 |
Total revenue | 2,443 | 527 | 16,473 | 986 |
Operating expenses: | ||||
Research and development expense | 9,139 | 4,245 | 22,222 | 11,073 |
General and administrative expense | 2,424 | 2,228 | 7,227 | 6,421 |
Total operating expenses | 11,563 | 6,473 | 29,449 | 17,494 |
Operating loss | (9,120) | (5,946) | (12,976) | (16,508) |
Other income (expense), net: | ||||
Dividend income | 2 | 228 | 45 | 415 |
Interest income | 205 | 1 | 832 | 3 |
Interest expense | (27) | (203) | (155) | (589) |
Other income (expense), net | 118 | 104 | 271 | 357 |
Total other income (expense), net | 298 | 130 | 993 | 186 |
Net loss | $ (8,822) | $ (5,816) | $ (11,983) | $ (16,322) |
Basic and diluted loss per common share (in usd per share) | $ (0.10) | $ (0.09) | $ (0.14) | $ (0.32) |
Weighted average basic and diluted common shares outstanding (in shares) | 87,227,136 | 64,651,040 | 87,160,520 | 51,200,072 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (8,822) | $ (5,816) | $ (11,983) | $ (16,322) |
Unrealized gains (losses) on available for sale securities, net of tax | (138) | 0 | 227 | 0 |
Other comprehensive (loss) income | (138) | 0 | 227 | 0 |
Comprehensive loss | $ (8,960) | $ (5,816) | $ (11,756) | $ (16,322) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in- Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2018 | 44,358,000 | ||||
Beginning balance at Dec. 31, 2018 | $ 20,952 | $ 4 | $ 75,942 | $ (54,994) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity-based compensation | 489 | 489 | |||
Net Income (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) | 0 |
Beginning balance (in shares) at Dec. 31, 2018 | 44,358,000 | ||||
Beginning balance at Dec. 31, 2018 | 20,952 | $ 4 | 75,942 | (54,994) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive income (loss) | 0 | ||||
Net Income (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) | 0 |
Beginning balance (in shares) at Mar. 31, 2019 | 44,358,000 | ||||
Beginning balance at Mar. 31, 2019 | 16,155 | $ 4 | 76,431 | (60,280) | 0 |
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 Income (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) | 0 |
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 | ||
Other comprehensive income (loss) | 0 | ||||
Net Income (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) | 0 |
Beginning balance (in shares) at Dec. 31, 2019 | 86,069,263 | ||||
Beginning balance at Dec. 31, 2019 | 80,747 | $ 9 | 162,062 | (81,297) | (27) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity-based compensation | 441 | 441 | |||
Issuance of common stock (in shares) | 1,081,184 | ||||
Issuance of common stock | 2,766 | 2,766 | |||
Other comprehensive income (loss) | 10 | 10 | |||
Net Income (loss) | 1,150 | 1,150 | |||
Ending balance (in shares) at Mar. 31, 2020 | 87,150,447 | ||||
Ending balance at Mar. 31, 2020 | 85,114 | $ 9 | 165,269 | (80,147) | (17) |
Beginning balance (in shares) at Dec. 31, 2019 | 86,069,263 | ||||
Beginning balance at Dec. 31, 2019 | $ 80,747 | $ 9 | 162,062 | (81,297) | (27) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options (in shares) | 78,139 | ||||
Other comprehensive income (loss) | $ 227 | ||||
Net Income (loss) | (11,983) | ||||
Ending balance (in shares) at Sep. 30, 2020 | 87,228,586 | ||||
Ending balance at Sep. 30, 2020 | 73,428 | $ 9 | 166,499 | (93,280) | 200 |
Beginning balance (in shares) at Mar. 31, 2020 | 87,150,447 | ||||
Beginning balance at Mar. 31, 2020 | 85,114 | $ 9 | 165,269 | (80,147) | (17) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options (in shares) | 55,899 | ||||
Exercise of options | 50 | 50 | |||
Equity-based compensation | 544 | 544 | |||
Other comprehensive income (loss) | 355 | 355 | |||
Net Income (loss) | (4,311) | (4,311) | |||
Ending balance (in shares) at Jun. 30, 2020 | 87,206,346 | ||||
Ending balance at Jun. 30, 2020 | 81,752 | $ 9 | 165,863 | (84,458) | 338 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options (in shares) | 22,240 | ||||
Exercise of options | 19 | 19 | |||
Equity-based compensation | 617 | 617 | |||
Other comprehensive income (loss) | (138) | (138) | |||
Net Income (loss) | (8,822) | (8,822) | |||
Ending balance (in shares) at Sep. 30, 2020 | 87,228,586 | ||||
Ending balance at Sep. 30, 2020 | $ 73,428 | $ 9 | $ 166,499 | $ (93,280) | $ 200 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (11,983) | $ (16,322) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 494 | 265 |
Amortization of right-of-use asset | 518 | 249 |
Equity-based compensation | 1,603 | 1,439 |
Amortization of long-term debt issuance costs and fees | 39 | 139 |
Other | 67 | 36 |
Change in fair value of warrant liabilities | (343) | (360) |
Changes in operating assets and liabilities: | ||
Unbilled revenue receivable and accounts receivable | (10) | 3 |
Prepaid expenses and other current assets | (1,271) | (34) |
Other noncurrent assets | (181) | 0 |
Accounts payable | 535 | 618 |
Accrued expenses and other current liabilities | (461) | 176 |
Deferred revenue | (16,351) | 14 |
Other noncurrent liabilities | (119) | (236) |
Net cash used in operating activities | (27,463) | (14,013) |
Cash flows from investing activities: | ||
Purchase of available for sale securities | (47,349) | 0 |
Proceeds from sale or maturity of available for sale securities | 47,093 | 0 |
Capital expenditures | (3,074) | (462) |
Net cash used in investing activities | (3,330) | (462) |
Cash flows from financing activities: | ||
Proceeds from common stock offering | 2,973 | 63,250 |
Payment of common stock financing costs | (207) | (4,384) |
Proceeds from long-term borrowing | 17,500 | 0 |
Repayment of long-term debt | (4,999) | 0 |
Payment of long-term debt fees and issuance costs | (344) | (284) |
Proceeds from exercise of common stock options | 69 | 17 |
Net cash provided by financing activities | 14,992 | 58,599 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (15,801) | 44,124 |
Cash, cash equivalents, and restricted cash - beginning of period | 48,460 | 26,268 |
Cash, cash equivalents, and restricted cash - end of period | 32,659 | 70,392 |
Non-cash operating activities: | ||
Right-of-use asset acquired through operating leases | 8,147 | 0 |
Non-cash investing activities: | ||
Capital expenditures (accounts payable and accrued expenses) | 13 | 339 |
Non-cash financing activities: | ||
Debt fees (accrued expense and other noncurrent liabilities) | 834 | 100 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows | $ 32,659 | $ 70,392 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
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, genetic disorders and other indications based on our proprietary Spherical Nucleic Acid (“SNA”) technology. SNAs are nanoscale constructs consisting of densely packed synthetic nucleic acid sequences that are radially arranged in three dimensions. 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 is working to advance its SNA therapeutic candidates through multiple clinical trials, including the ongoing Phase 1b/2 clinical trial of cavrotolimod (AST-008) in cancer patients. The Company believes that one of the key strengths of its proprietary SNAs is that they have the potential to enter a number of different cells and organs. The Company has shown in clinical and preclinical studies that SNAs may have therapeutic potential in immuno-oncology and dermatology. In addition, the Company has shown in preclinical studies that SNAs may have therapeutic potential in neurology, ophthalmology, pulmonology, and gastroenterology. As a consequence, the Company has expanded its pipeline into neurology, and has conducted early stage research activities in ophthalmology, pulmonology, and gastroenterology. Throughout these unaudited condensed consolidated financial statements, the terms the “Company” and “Exicure” refer to Exicure, Inc. and its wholly owned subsidiary, Exicure Operating Company. Exicure Operating Company holds all material assets and conducts all business activities and operations of Exicure, Inc. Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of September 30, 2020 and December 31, 2019, and for the three and nine months ended September 30, 2020 and 2019, have been presented in conformity with generally accepted accounting principles in the United States (“GAAP”). Certain amounts from the prior period have been reclassified to conform to the current year presentation. Specifically, in the accompanying unaudited condensed consolidated balance sheet, right-of-use assets and non-current lease liabilities are presented separately. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Exicure, Inc. and its wholly owned subsidiary, Exicure Operating Company. All intercompany transactions and accounts are eliminated in consolidation. Significant Risks and Uncertainties In response to the ongoing COVID-19 pandemic, the Company has taken and continues to take active measures designed to address and mitigate the impact of the COVID-19 pandemic on its business, such as remote working policies, facilitating management’s routine communication to address employee and business concerns and providing frequent updates to the Company’s board of directors (the “Board”). As of July 1, 2020, the Company took occupancy of approximately 30,000 square feet of laboratory and office space in its new headquarters in Chicago, Illinois. Since then, the Company has operated under COVID-19 social distancing guidelines and has generally operated with 100% of its R&D staff on-site. The Company’s office and general and administrative team continues to work predominantly from home. The Company’s preclinical development program in Friedreich’s ataxia (“FA”) is ongoing and it continues to expect that IND-enabling studies for the Company’s FA therapeutic candidate, XCUR-FXN, will begin in late 2020. The Company also continues to progress its collaborations with AbbVie Inc. (“AbbVie”) and DERMELIX, LLC, d/b/a Dermelix Biotherapeutics (“Dermelix”). However, if the COVID-19 pandemic continues to persist for an extended period of time, the Company could experience further significant disruptions to its preclinical development timelines, which would adversely affect its business, financial condition, results of operations and growth prospects. The Company anticipates that the COVID-19 pandemic or its impact or effects will have an impact on the clinical development timelines for its cavrotolimod (AST-008) clinical program. The Company now anticipates to report overall response rate (“ORR”) results for cavrotolimod (AST-008) in the first half of 2022 rather than by year end 2021 as previously guided. The extent to which the COVID-19 pandemic or its impact or effects may impact the Company’s business, its clinical development and regulatory efforts, its corporate development objectives and the value of and market for its common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration or spread of the pandemic, its impact and effects, the possibility of additional periods of increases or spikes in the number of COVID-19 cases, travel restrictions, quarantines, social distancing, phased re-openings and business closure requirements in the United States and other countries, and the effectiveness of actions taken globally to contain and treat the disease. The global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects. In addition, the Company is subject to other challenges and risks specific to its business and its ability to execute on its business plan and strategy, as well as risks and uncertainties common to companies in the biotechnology industry with research and development operations, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of its product candidates; delays or problems in obtaining clinical supply, loss of single source suppliers or failure to comply with manufacturing regulations; identifying, acquiring or in-licensing additional products or product candidates; product development and the inherent uncertainty of clinical success; and the challenges of protecting and enhancing its intellectual property rights; and the challenges of complying with applicable regulatory requirements. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company’s business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties. Liquidity Risk As of September 30, 2020, the Company has generated an accumulated deficit of $112,117 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, 2020, including amounts borrowed and available under the MidCap Credit Facility (see Note 6), 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. The Company has historically principally raised capital through the sale of its securities. However, the COVID-19 pandemic continues to rapidly evolve and has already resulted in a significant disruption of global financial markets. If the disruption continues to persist and deepens, the Company could experience an inability to access additional capital, which could in the future negatively affect its operations. Unaudited Interim Financial Information The accompanying interim condensed consolidated balance sheet as of September 30, 2020, the interim condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019, the interim condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2020 and 2019, the interim condensed consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2020 and 2019, and the interim condensed consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019, 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, 2020, the results of its operations for the three and nine months ended September 30, 2020 and 2019, and the results of its cash flows for the nine months ended September 30, 2020 and 2019. The financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2020 and 2019 are unaudited. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020, 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 circumstances 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, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are disclosed in the audited consolidated financial statements and the notes thereto, which are included in the in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 10, 2020. Since the date of those audited consolidated financial statements, there have been no material changes to the Company’s significant accounting policies. Recently Adopted Accounting Pronouncements None. Recent Accounting Pronouncements Not Yet Adopted Financial Instruments - Credit Losses In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13) . ASU 2016-13 is a new standard intended to improve reporting requirements specific to loans, receivables and other financial instruments. ASU 2016-13 requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the current incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. ASU 2016-13 also requires enhanced disclosure of credit risk associated with financial assets. The effective date of ASU 2016-13 was deferred by ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)—Effective Dates to the annual period beginning after December 15, 2022 for companies that (i) meet the definition of an SEC filer and (ii) are eligible as “smaller reporting companies” as such term is defined by the SEC, with early adoption permitted. The Company is currently assessing the impact of adoption of ASU 2016-13 to its consolidated financial statements. |
Collaborative Research and Lice
Collaborative Research and License Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Research and Development [Abstract] | |
Collaborative Research and License Agreements | Collaborative Research and License Agreements AbbVie Collaboration Agreement Summary of Agreement On November 13, 2019 (the “Effective Date”), the Company entered into a Collaboration, Option and License Agreement (the “AbbVie Collaboration Agreement”), with a wholly-owned subsidiary of Allergan plc, Allergan. On May 8, 2020, Allergan plc, including Allergan, was acquired by AbbVie. Pursuant to the AbbVie Collaboration Agreement, the Company granted to AbbVie exclusive access and options to license SNA based therapeutics arising from two collaboration programs related to the treatment of hair loss disorders (each, a “Collaboration Program”). Under each such license (obtained in connection with the exercise of an Option, as defined and discussed further below), the Company would grant to AbbVie exclusive, royalty-bearing, sublicenseable, nontransferable, worldwide rights to develop, manufacture, use and commercialize such SNA therapeutics. Under the AbbVie Collaboration Agreement, the Company will use commercially reasonable efforts to conduct two Collaboration Programs, each focused on one or more hair loss disorders to discover one or more SNA products that are directed to, bind to or inhibit one or more specific Collaboration Program targets (each, a “Program Target”). As of the Effective Date, the Company and AbbVie have agreed upon a development plan for each Collaboration Program that describes the development activities and timelines required to advance such Collaboration Program through first IND filing (each, a “Development Plan”). The activities described in the Development Plan are conducted under the supervision of the Joint Development Committee (the “JDC”) consisting of three members from each of the Company and AbbVie. The Company is primarily responsible for performing early stage discovery and preclinical activities (the “Initial Development Activities”) set forth in the Development Plan for each Collaboration Program and will be solely responsible for all costs and expenses related to the Initial Development Activities. AbbVie may elect, in its sole discretion and at its sole cost and expense, to conduct formulation assessment and in vivo testing as set forth in a Development Plan. Following the completion of all Initial Development Activities, the Company is required to deliver to AbbVie a report that describes the results of the Initial Development Activities and identifies at least one SNA-based compound that satisfies certain criteria for such Collaboration Program as determined by the JDC (the “Initial Development Report”). Following the delivery of the Initial Development Report for a Collaboration Program, AbbVie will have the ability for a defined period of time (the “Initial Option Exercise Period”) to exercise an option (each an “Option”) to obtain worldwide rights and license to the Company’s SNA technology and the Company’s interest in joint collaboration technology to make, have made, import, use, sell or offer for sale any product (each a “Licensed Product”) that results from such Collaboration Program during the term of the AbbVie Collaboration Agreement. At AbbVie’s sole option, AbbVie may extend the Initial Option Exercise Period (the “Option Extension”) and require the Company to perform IND-enabling activities described in the Development Plan (the “IND-Enabling Activities”), subject to the payment of additional consideration (“Extension Exercise”). If AbbVie exercises the Option Extension, the Company would be responsible for conducting the IND-Enabling Activities and would be solely responsible for all costs and expenses associated with such activities. Upon completion of the IND-Enabling Activities, the Company is required to deliver a report that describes the results of the IND-Enabling Activities (the “IND-Enabling Activities Data Package”) to AbbVie. Following the delivery of IND-Enabling Activities Data Package, AbbVie will have the ability for a defined period of time (the “Extended Option Exercise Period”) to exercise an Option with respect to such Collaboration Program. After the exercise of an Option with respect to a Collaboration Program, AbbVie will be responsible for all development, manufacturing, and commercialization activities, and costs and expense associated with such activities in connection with Licensed Products arising from such Collaboration Program. The Company’s obligation to conduct the activities defined in the Development Plan under the AbbVie Collaboration Agreement commenced on November 13, 2019 and continues until the earlier of (i) the date AbbVie exercises an Option, (ii) the date AbbVie abandons a Collaboration Program and foregoes its Option to that Collaboration Program, or (iii) the fifth anniversary of the Effective Date (the “Research Term”). If the Initial Option Exercise Period or Extended Option Exercise Period is still in effect for a Collaboration Program or if the Company has not delivered a complete Initial Development Report or, if AbbVie made an Extension Exercise for a Collaboration Program, a complete IND-Enabling Activities Data Package for such Collaboration Program, as determined by the JDC, then the Research Term will automatically extend by one-year increments until such obligation is satisfied, but in no event past the seventh anniversary of the Effective Date. Under the terms of the AbbVie Collaboration Agreement, the Company received a $25,000 upfront, non-refundable, non-creditable cash payment (the “AbbVie Upfront Payment”) related to the Company’s research and development costs for conducting the Development Plan for two Collaboration Programs, each focused on one or more targets, and certain options to obtain exclusive, worldwide licenses under certain intellectual property rights owned or controlled by the Company to develop, manufacture and commercialize certain products resulting from each such Collaboration Programs. The option exercise fee during the Initial Option Exercise Period is $10,000 per Collaboration Program. If AbbVie elects to extend the Initial Option Exercise Period, AbbVie is required to pay an additional fee of $10,000. If AbbVie elects to exercise its option during the Extended Option Exercise Period, AbbVie must pay the Company the option exercise fee of $15,000. Following the exercise by AbbVie of an Option with respect to a Collaboration Program, AbbVie would be required to make certain milestone payments to the Company upon the achievement of specified development, product approval and launch, and commercial events, on a Licensed Product by Licensed Product basis. On a Licensed Product by Licensed Product basis, for the first Licensed Product to achieve the associated milestone event, the Company is eligible to receive up to an aggregate of $55,000 for development milestone payments and $132,500 for product approval and launch milestone payments. The Company is also eligible for up to $175,000 in sales milestone payments on a Collaboration Program by Collaboration Program basis, associated with aggregate worldwide sales. Certain product approval milestones are subject to certain reductions under specified circumstances, including for payments required to be made by AbbVie to obtain certain third party intellectual property rights. In addition, to the extent there is any Licensed Product, the Company would be entitled to receive tiered royalty payments of mid-single digits to the mid-teens percentage on future net worldwide product sales of such Licensed Products, subject to certain reductions under specified circumstances. Royalties are due on a Licensed Product by Licensed Product and country by country basis from the date of the first commercial sale of each Licensed Product in a country until the latest to occur of: (i) the expiration date in such country of the last to expire valid claim within the licensed intellectual property covering the manufacture, use or sale of such Licensed Product in such country, (ii) the tenth anniversary of the first commercial sale of such Licensed Product in such country, and (iii) the expiration of regulatory exclusivity for such Licensed Product in such country. AbbVie may terminate the AbbVie Collaboration Agreement for any reason or no reason, either in its entirety or on a Collaboration Program by Collaboration Program basis, at any time on 90 days’ prior written notice to the Company. Unless earlier terminated, the term of the AbbVie Collaboration Agreement shall continue until (i) if both Option Exercise Periods expire without AbbVie exercising either Option, the expiration of the later to expire Option Exercise Period, and (ii) if either or both Options are exercised on a Licensed Product-by-Licensed Product and country-by-country basis, the expiration of the royalty term for such Licensed Product in such country. Either party may terminate the AbbVie Collaboration Agreement if the other party has materially breached or defaulted in the performance of any of its material obligations and such breach or default continues after the specified cure period. Termination of the AbbVie Collaboration Agreement for any reason will not release either party from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination. In addition, termination of the AbbVie Collaboration Agreement will not preclude either party from pursuing any rights and remedies it may have under the agreement or at law or in equity with respect to any breach of the AbbVie Collaboration Agreement. If either party terminates the AbbVie Collaboration Agreement, the license and rights granted to AbbVie with respect to the terminated Collaboration Program or License Product shall terminate. Accounting Analysis The Company concluded that AbbVie is a customer in this arrangement, and as such the arrangement falls within the scope of the revenue recognition guidance. Under the AbbVie Collaboration Agreement, the Company has identified a single performance obligation that includes (i) the research and development activities during the Research Term (the “AbbVie R&D Services”), and (ii) Joint Development Committee services during the Research Term (the “AbbVie JDC Services”). The Company has concluded that the AbbVie R&D Services is not distinct from the AbbVie JDC Services during the Research Term. The JDC provides oversight and management of the overall AbbVie Collaboration Agreement, and the members of the JDC from the Company have specialized industry knowledge, particularly as it relates to SNA technology. The JDC is meant to facilitate the early stage research being performed and coordinate the activities of both the Company and AbbVie. Further, the JDC services are critical to the ongoing evaluation of a Collaboration Program and the drafting and evaluation of the Initial Development Report and the IND-Enabling Data Package. Accordingly, the Company’s participation on the JDC is essential to AbbVie receiving value from the AbbVie R&D Services and as such, the AbbVie JDC Services along with the AbbVie R&D Services are considered one performance obligation (the “Collaboration Program Services”). In addition, the Company has concluded that the option to purchase two development and commercialization licenses is considered a marketing offer as the options did not provide any discounts or other rights that would be considered a material right in the arrangement, and thus, not a performance obligation at the onset of the agreement. The consideration for these options will be accounted for when they are exercised. As of the Effective Date of the AbbVie Collaboration Agreement, the total transaction price was determined to be $25,000, consisting solely of the AbbVie Upfront Payment. The Company also utilized the most likely amount method to estimate any development and regulatory milestone payments to be received. As of the Effective Date of the AbbVie Collaboration Agreement, there were no milestones included in the transaction price. The milestones were fully constrained due to the significant uncertainties surrounding such payments. The Company considered the stage of development and the risks associated with the remaining development required to achieve the milestone, as well as whether the achievement of the milestone is outside the control of the Company or AbbVie. The Company has determined that any commercial milestones and sales-based royalties will be recognized when the related sales occur and therefore have also been excluded from the transaction price. The Company 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. As of September 30, 2020, the Company determined that any development, regulatory, or commercial milestones continue to be constrained and therefore the related milestone payments continue to be excluded from the transaction price at September 30, 2020. The Company will recognize revenue related to the Collaboration Program Services as the performance obligation is satisfied using an input method to measure progress. The Company believes the input method that most accurately depicts the measure of progress is the actual hours incurred to date relative to projected hours to complete the research service. During the three and nine months ended September 30, 2020, the Company recognized revenue under the AbbVie Collaboration Agreement of approximately $2,402 and $16,351, respectively. As of September 30, 2020, there was $8,479 of deferred revenue related to the AbbVie Collaboration Agreement, which is classified as current on the unaudited condensed consolidated balance sheet. Dermelix Collaboration Agreement Summary of Agreement On February 17, 2019, Exicure entered into a License and Development Agreement with Dermelix (the “Dermelix Collaboration Agreement.”) Pursuant to the Dermelix Collaboration Agreement, the Company granted to Dermelix exclusive, worldwide royalty-bearing license rights to, develop, manufacture, have manufactured, use and commercialize the Company’s 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 Agreement 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 Agreement, 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 Agreement, including the Company’s expenses incurred in connection with development activities and in accordance with the development budget. Under the terms of the Dermelix Collaboration 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 Agreement, 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. Accounting Analysis 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 Agreement 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 under the Dermelix Collaboration Agreement 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 reduced this balance to zero during 2019 by recognizing revenue as services were provided. The Company recognized $41 and $122 of revenue under the Dermelix Collaboration Agreement during the three and nine months ended September 30, 2020, respectively, which reflects reimbursement by Dermelix for additional costs incurred by Exicure for early stage development costs beyond the initial $1,000 upfront payment. The Company expects to incur additional early stage development costs and expects to be reimbursed by Dermelix for such costs under the terms of the Dermelix Collaboration Agreement. 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. The Company recognized $527 and $986 of revenue under the Dermelix Collaboration Agreement during the three and nine months ended September 30, 2019, respectively, which related to amortization of the above-mentioned deferred revenue related to the upfront payment for services provided during that period. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 9 Months Ended |
Sep. 30, 2020 | |
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 $ 1,240 $ 481 Interest receivable 383 236 Prepaid insurance 58 533 Other 1,003 705 Prepaid expenses and other current assets $ 2,684 $ 1,955 Property and equipment, net September 30, December 31, Scientific equipment $ 3,048 $ 2,795 Leasehold improvements 192 192 Computers and software 53 32 Furniture and fixtures 41 41 Construction in process 2,424 356 Property and equipment, gross 5,758 3,416 Less: accumulated depreciation (1,489) (1,317) Property and equipment, net $ 4,269 $ 2,099 Depreciation and amortization expense was $159 and $91 for the three months ended September 30, 2020 and 2019, respectively, and $494 and $265 for the nine months ended September 30, 2020 and 2019, respectively. Other noncurrent assets September 30, December 31, Restricted cash $ 1,200 $ — Prepaid services 214 — Other — 32 Total other noncurrent assets $ 1,414 $ 32 Accrued expenses and other current liabilities September 30, December 31, Accrued payroll-related expenses $ 921 $ 920 Accrued legal expenses 245 254 Accrued clinical, contract research and manufacturing costs 554 515 Common stock warrant liability, current 71 — Lease liability, current 177 292 Accrued other expenses 156 454 Accrued expenses and other current liabilities $ 2,124 $ 2,435 Other noncurrent liabilities September 30, December 31, Accrued loan fee payable $ 656 $ — Total other noncurrent liabilities $ 656 $ — |
Investments
Investments | 9 Months Ended |
Sep. 30, 2020 | |
Investments [Abstract] | |
Investments | Investments As of September 30, 2020 and December 31, 2019, the Company primarily invested its excess cash in debt instruments of corporations, the U.S. Treasury, financial institutions, and U.S. government agencies with strong credit ratings and an investment grade rating at or above a long-term rating of Aa3/AA- and a short-term rating of P1/A1. The Company has established guidelines relative to diversification and maturities that maintain safety and liquidity. The Company periodically reviews and modifies these guidelines to maximize trends in yields and interest rates without compromising safety and liquidity. The following table summarizes the contract maturity of the available-for-sale securities the Company held as of September 30, 2020: One year or less 96 % After one year but within two years 4 % Total 100 % All of the Company’s available-for-sale securities are available to the Company for use in its current operations. As a result, the Company categorizes all of these securities as current assets even though the stated maturity of some individual securities may be one year or more beyond the balance sheet date. The amortized cost, gross unrealized holding gains, gross unrealized holding losses and fair value of cash equivalents and available-for-sale securities by type of security at September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 Amortized Costs Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 14,932 $ 11 $ — $ 14,943 Corporate notes/bonds 43,965 163 (2) 44,126 U.S. Treasuries 2,254 11 — 2,265 U.S. Government agency securities 1,270 17 — 1,287 $ 62,421 202 (2) 62,621 December 31, 2019 Amortized Costs Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 13,932 $ 1 $ (2) $ 13,931 Corporate notes/bonds 36,620 1 (24) 36,597 U.S. Treasuries 4,513 — (1) 4,512 U.S. Government agency securities 9,786 — (2) 9,784 $ 64,851 $ 2 $ (29) $ 64,824 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt MidCap Credit Agreement On September 25, 2020, the Company and its wholly owned subsidiary, Exicure Operating Company, entered into a Credit and Security Agreement, as amended on October 21, 2020, (the “MidCap Credit Agreement”), with MidCap Financial Trust (“MidCap”), as agent, and the lenders party thereto from time to time. The MidCap Credit Agreement provides for a secured term loan facility in an aggregate principal amount of up to $25,000 (the “MidCap Credit Facility”). The Company borrowed the first advance of $17,500 (“Tranche 1”) on September 25, 2020 (the “Closing Date”). Under the terms of the MidCap Credit Agreement, the second advance of $7,500 (“Tranche 2”) will be available to the Company from April 1, 2021 to September 30, 2021, subject to the Company’s satisfaction of certain conditions described in the MidCap Credit Agreement. The proceeds from the MidCap Credit Facility are expected to be used for working capital and general corporate purposes. Tranche 1, and if borrowed Tranche 2, each bear interest at a floating rate equal to 6.25% per annum, plus the greater of (i) 1.50% or (ii) one-month LIBOR. Interest on each loan advance is due and payable monthly in arrears. Principal on each loan advance is payable in 36 equal monthly installments beginning October 1, 2022 until paid in full on October 1, 2025 (the “Maturity Date”). Prepayments of the loans under the MidCap Credit Agreement, in whole or in part, will be subject to early termination fees in an amount equal to 3.0% of principal prepaid if prepayment occurs on or prior to the first anniversary of the Closing Date and 1.0% of principal prepaid if prepayment occurs after the first anniversary of the Closing Date and prior to the maturity date. In connection with execution of the Midcap Credit Agreement, the Company paid MidCap a $125 origination fee. At the Maturity Date or on any earlier date on which all amounts advanced to the Company become due and payable in full, or are otherwise paid in full, the Company is required to pay an exit fee equal to 3.75% of the principal amount of all loans advanced to the Company under the MidCap Credit Agreement. Upon the advance of Tranche 1, the Company accrued $656 for the related exit fee. The Company’s obligations under the MidCap Credit Agreement are secured by a security interest in substantially all of its assets, excluding intellectual property (which is subject to a negative pledge). Additionally, the Company’s future subsidiaries, if any, may be required to become co-borrowers or guarantors under the MidCap Credit Agreement. The MidCap Credit Agreement contains customary affirmative covenants and customary negative covenants limiting the Company’s ability and the ability of the Company’s subsidiaries, if any, to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock and make investments, in each case subject to certain exceptions. The MidCap Credit Agreement also contains customary events of default relating to, among other things, payment defaults, breaches of covenants, a material adverse change, delisting of the Company’s common stock, bankruptcy and insolvency, cross defaults with certain material indebtedness and certain material contracts, judgments, and inaccuracies of representations and warranties. Upon an event of default, the agent and the lenders may declare all or a portion of the Company’s outstanding obligations to be immediately due and payable and exercise other rights and remedies provided for under the agreement. During the existence of an event of default, interest on the obligations could be increased by 2.0%. Total proceeds, net of fees and issuance costs, borrowed under Tranche 1 were $16,496. Estimated fees and issuance costs of $348, as well as fees of $656 that are payable to MidCap at maturity of Tranche 1, are recorded as a reduction to the carrying amount of long-term debt on the Company’s balance sheet and will be amortized to interest expense through the maturity date of October 1, 2025 using the effective interest method. Estimated fees and issuance costs of $73 attributed to the amount available to be borrowed under Tranche 2 were paid or accrued and recorded as deferred financing costs (other assets) and will be recorded as a reduction in the carrying amount of long-term debt in future periods if amounts are borrowed under Tranche 2. Hercules Loan Agreement On March 2, 2020, pursuant to the terms of the loan agreement with Hercules Technology Growth Capital (“Hercules”) and subsequent amendments thereto (the “Hercules Loan Agreement”), the Company repaid all remaining outstanding obligations under the Hercules Loan Agreement as of the maturity date, including the outstanding principal balance of $4,999 and the end of term fee of $100. As of September 30, 2020, the aggregate carrying value of the Company’s long-term debt is $16,500. As of September 30, 2020, the principal maturities of the Company’s long-term debt were as follows: September 30, 2020 2020 (remaining three months) $ — 2021 — 2022 1,459 2023 5,833 2024 5,833 2025 4,375 Principal balance outstanding $ 17,500 less: unamortized discount and debt issuance costs (1,000) Long-term debt $ 16,500 Current portion — Noncurrent portion $ 16,500 The Company paid interest of $0 and $152 during the three months ended September 30, 2020 and 2019, respectively, and $142 and $453 during the nine months ended September 30, 2020 and 2019, respectively, all related to the Hercules Loan Agreement. Interest payments in connection with the MidCap Credit Agreement commence in the fourth quarter of 2020. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases Chicago Lease The Company has approximately thirty thousand square feet of office and laboratory space in Chicago, Illinois (the “Chicago Lease”). The original term (the “Original Term”) of the Chicago Lease is 10 years, commencing on July 1, 2020 (the “Commencement Date”), which is the date the premises were ready for occupancy under the terms of the Chicago Lease. The Company has options to extend the term of the Chicago Lease for two additional successive periods of five years each (the “Extension Periods”) at the then prevailing effective market rental rate. The initial annual base rent during the Original Term is approximately $1,113 for the first 12-month period of the Original Term, payable in monthly installments beginning on the Commencement Date. Base rent thereafter is subject to annual increases of 3%, for an aggregate amount of $12,761 over the Original Term. The Company must also pay its proportionate share of certain operating expenses and taxes for each calendar year during the term. During the first 12-month period of the Original Term, the base rent and the Company's proportionate share of operating expenses and taxes are subject to certain abatements. In connection with the Chicago Lease, the Company will maintain a letter of credit for the benefit of the Landlord in an initial amount of $1,200, which amount is subject to reduction over time. Upon execution of the Chicago Lease, the Company paid to the Landlord the first installment of base rent and the estimated monthly amount of its pro rata share of taxes and its pro rata share of operating expenses in the aggregate amount of $87 which amount had been adjusted for the abatement as set forth in the lease agreement. The Company also paid the Landlord a net amount of $697 toward tenant improvements. As part of the agreement for the Chicago Lease, the Company is required to maintain a standby letter of credit during the term of the lease, currently in the amount of $1,200, which is secured by a restricted certificate of deposit account and presented within other noncurrent assets on the Company’s unaudited condensed consolidated balance sheet at September 30, 2020. The Company recognized a right of use asset of $8,931 and a lease liability of $8,147 on the Commencement Date. Because the rate implicit in the Chicago Lease is not readily determinable, the Company used its incremental borrowing rate of 8.3% on the Commencement Date to determine the present value of the lease payments over the original term of 10 years. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. As of September 30, 2020, the Company determined it is not reasonably certain that the renewal option would be exercised. Skokie Lease The Company’s lease agreement for office and laboratory space in Skokie, Illinois commenced in March 2012 and expires in February 2021 (the “Skokie Lease”). In connection with the Company’s relocation of its headquarters from Skokie, Illinois to its new facility in Chicago, Illinois on July 1, 2020, the Company determined that the remaining useful life of the right of use asset underlying the Skokie Lease at June 30, 2020 was zero The Company’s lease agreement for office space at a multi-tenant facility in Cambridge, Massachusetts commenced in March 2019 and is month-to-month (the “Cambridge Lease”). The Cambridge Lease is cancellable at any time. Due to the nature of the Cambridge Lease, the Company determined that it 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. Information related to the Company’s operating lease asset and related operating lease liabilities were as follows: September 30, 2020 Weighted-average remaining lease term 9.6 years Weighted-average discount rate 8.4 % The following table summarizes lease costs in the Company’s unaudited condensed consolidated statement of operations: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Operating lease costs $ 333 $ 84 $ 712 $ 252 Short term lease costs 29 42 96 79 Variable lease costs 172 84 322 259 Total lease costs $ 534 $ 210 $ 1,130 $ 590 The Company made cash payments for operating leases of $490 and $207 during the three months ended September 30, 2020 and 2019, respectively, and $1,717 and $634 during the nine months ended September 30, 2020 and 2019, respectively. Maturities of the Company’s lease liability as of September 30, 2020 were as follows: Years Ending December 31, Operating Leases 2020 (remaining three months) $ 166 2021 952 2022 1,163 2023 1,198 2024 1,235 2025 1,272 Thereafter 6,207 Total $ 12,193 Less: imputed interest (3,929) Total lease liability $ 8,264 Current operating lease liability $ 177 Noncurrent operating lease liability 8,087 Total lease liability $ 8,264 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Preferred Stock As of September 30, 2020 and December 31, 2019, 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, 2020 and December 31, 2019, the Company had authorized 200,000,000 shares of common stock, par value $0.0001. As of September 30, 2020 and December 31, 2019, the Company had 87,228,586 shares and 86,069,263 shares issued and outstanding, respectively. 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 the Company’s 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 the Company’s 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 the Company’s 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. The Company’s common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Company’s common stock. The outstanding shares of the Company’s common stock are fully paid and non-assessable. December 2019 Offering On December 23, 2019, the Company sold 10,000,000 shares of its common stock at the public offering price of $2.75 per share in an underwritten public offering, for gross proceeds of $27,500 and estimated net proceeds of $25,344 after deducting underwriting discounts and commission and other offering expenses payable by the Company (the “December 2019 Offering”). In addition, the Company granted the underwriters a 30-day option to purchase an additional 1,500,000 shares of common stock offered in the common stock offering. On January 6, 2020, the underwriters partially exercised the option to purchase an additional 1,081,184 shares of common stock at the public offering price of $2.75 per share for additional gross proceeds of $2,973 and net proceeds of $2,766 after deducting underwriting discounts and commission and other offering expenses. The shares sold in the December 2019 Offering were sold pursuant to a registration statement on Form S-3 that was declared effective by the SEC on July 24, 2019. August 2019 Offering On August 2, 2019, the Company completed the sale of 31,625,000 shares of its 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”). The Company 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. Common Stock Warrants As of September 30, 2020, warrants to purchase 413,320 shares of common stock at a price of $3.00 per share remain outstanding. The Warrants expire as follows: 163,174 warrants expire on March 27, 2021; 132,884 expire on April 28, 2021; and 117,262 expire on May 3, 2021. The Warrants are classified as a liability which is remeasured each period at fair value. See Note 12, Fair Value Measurements for more information on the fair value of the common stock warrant liability. Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in each component of accumulated other comprehensive income (loss), net of tax, for 2020: Unrealized gains (losses) on short-term investments Total Balance at December 31, 2019 $ (27) $ (27) Other comprehensive income (loss) before reclassifications 10 10 Net current period other comprehensive income 10 10 Balance at March 31, 2020 $ (17) $ (17) Other comprehensive income (loss) before reclassifications 352 352 Net losses (gains) reclassified from accumulated other comprehensive loss 3 3 Net current period other comprehensive income 355 355 Balance at June 30, 2020 $ 338 $ 338 Other comprehensive income (loss) before reclassifications (138) (138) Net current period other comprehensive income (138) (138) Balance at September 30, 2020 $ 200 $ 200 |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation The number of shares of common stock reserved for issuance under the 2017 Equity Incentive Plan automatically increases on January 1 of each year, beginning on January 1, 2020, by the lesser of (i) 4,600,000 shares, (ii) 5% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or (iii) a lesser number of shares determined by the Compensation Committee of the Company’s Board. The Compensation Committee made the determination to increase the share reserve for the 2017 Equity Incentive Plan by 4,303,463 shares, effective January 1, 2020. As of September 30, 2020, the aggregate number of common stock options available for grant under the 2017 Equity Incentive Plan was 2,219,311. Equity-based compensation expense is classified in the statements of operations as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Research and development expense $ 247 $ 199 $ 607 $ 423 General and administrative expense 371 312 996 1,016 $ 618 $ 511 $ 1,603 $ 1,439 Unamortized equity-based compensation expense at September 30, 2020 was $4,767, which is expected to be amortized over a weighted-average period of 2.8 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 2020 2019 Expected term 5.2 to 6.1 years 5.3 to 6.1 years Risk-free interest rate 0.31% to 1.68%; weighted avg. 0.61% 1.69% to 2.56%; weighted avg. 2.16% Expected volatility 81.0% to 85.8%; weighted avg. 83.8% 83.2% to 86.7%; weighted avg. 84.9% 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, 2020 and 2019 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, 2020 $1.19 to $2.80; weighted avg. $1.91 $1.19 to $2.80; weighted avg. $1.94 Nine months ended September 30, 2019 $2.32 to $2.95: weighted avg. $2.75 $2.32 to $2.95: weighted avg. $2.75 The weighted-average grant date fair value of common stock options granted in the nine months ended September 30, 2020 and 2019 was $1.33 and $1.96 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, 2019 5,697,714 $ 2.34 6.7 $ 4,625 Granted 2,630,248 1.94 Exercised (78,139) 0.88 Forfeited (510,042) 2.67 Outstanding - September 30, 2020 7,739,781 $ 2.20 6.7 $ 2,090 Exercisable - September 30, 2020 4,565,863 $ 2.12 4.9 $ 1,657 Vested and Expected to Vest - 7,739,781 $ 2.20 6.7 $ 2,090 The aggregate intrinsic value of common stock options exercised during the nine months ended September 30, 2020 and 2019 was $74 and $13, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019, which consists entirely of loss in the United States 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, 2020 and 2019 because the Company has generated tax losses and has provided a full valuation allowance against its deferred tax assets. On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act, among other things, allows for a five-year carry back of federal net operating losses generated in 2018 through 2020 and removes the 80% taxable income limitation for net operating loss deductions for tax years ending before 2021. While the Company continues to analyze the relevant |
Loss Per Common Share
Loss Per Common Share | 9 Months Ended |
Sep. 30, 2020 | |
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 for the periods presented 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, 2020 and 2019. The following is the computation of loss per common share for the three and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Net loss $ (8,822) $ (5,816) $ (11,983) $ (16,322) Weighted-average basic and diluted common shares outstanding 87,227,136 64,651,040 87,160,520 51,200,072 Basic and diluted loss per common share $ (0.10) $ (0.09) $ (0.14) $ (0.32) The outstanding securities presented below were excluded from the calculation of loss per common share for the periods presented, because such securities would have been anti-dilutive due to the Company’s loss per share during that period: As of September 30, 2020 2019 Options to purchase common stock 7,739,781 5,157,419 Warrants to purchase common stock 413,320 413,320 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
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. Assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 3,961 $ 3,961 $ — $ — Short-term investments: Commercial paper 14,943 — 14,943 — Corporate notes/bonds 44,126 — 44,126 — U.S. Treasuries 2,265 — 2,265 — U.S. government agency securities 1,287 — 1,287 — Total financial assets $ 66,582 $ 3,961 $ 62,621 $ — Liabilities Common stock warrant liability $ 71 $ — $ — $ 71 Total financial liabilities $ 71 $ — $ — $ 71 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 31,078 $ 31,078 $ — $ — Commercial paper 2,498 — 2,498 — Short-term investments: Commercial paper 11,433 — 11,433 — Corporate notes/bonds 36,597 — 36,597 — U.S. Treasuries 4,512 — 4,512 — U.S. government agency securities 9,784 — 9,784 — Total financial assets $ 95,902 $ 31,078 $ 64,824 $ — Liabilities Common stock warrant liability $ 414 $ — $ — $ 414 Total financial liabilities $ 414 $ — $ — $ 414 The Company uses the market approach and Level 1 and Level 2 inputs to value its cash equivalents and Level 2 inputs to value its short-term investments. 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 8, 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 fair value of the common stock warrant liability is based significantly on the fair value of the Company’s common stock. At the date of issuance, the common stock warrant liability was determined using the following weighted-average assumptions: expected term of 2.0 years, risk-free interest rate of 1.53%, expected volatility of 78.97%, and no expected dividends. The following weighted-average assumptions were used to estimate the fair value of the common stock warrant liability at September 30, 2020: September 30, 2020 Expected term 0.5 years Risk-free interest rate 0.1 % Expected volatility 88.97 % Expected dividend yield — % A 10% change in the estimate of expected volatility at September 30, 2020 would increase or decrease the fair value of the common stock warrant liability in the amount of $17. A 10% change in the estimate of fair value of the common stock at September 30, 2020 would increase or decrease the fair value of the common stock warrant liability in the amount of $24. 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 three months ended September 30, 2020: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Common Stock Warrant Liability Balance at December 31, 2019 $ 414 Additions Gain included in other income (expense), net (343) Balance at September 30, 2020 $ 71 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases Refer to Note 7, 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, the Company’s former parent, 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, (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, and (v) to pay NU a percentage of all other sublicense payments received by the Company. In August 2015, the Company |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party TransactionsThe 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, 2020 and 2019 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, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe 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, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of September 30, 2020 and December 31, 2019, and for the three and nine months ended September 30, 2020 and 2019, have been presented in conformity with generally accepted accounting principles in the United States (“GAAP”). Certain amounts from the prior period have been reclassified to conform to the current year presentation. Specifically, in the accompanying unaudited condensed consolidated balance sheet, right-of-use assets and non-current lease liabilities are presented separately. |
Principles of consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Exicure, Inc. and its wholly 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 circumstances 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 | The Company’s significant accounting policies are disclosed in the audited consolidated financial statements and the notes thereto, which are included in the in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 10, 2020. Since the date of those audited consolidated financial statements, there have been no material changes to the Company’s significant accounting policies. Recently Adopted Accounting Pronouncements None. Recent Accounting Pronouncements Not Yet Adopted Financial Instruments - Credit Losses In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13) . ASU 2016-13 is a new standard intended to improve reporting requirements specific to loans, receivables and other financial instruments. ASU 2016-13 requires that credit losses on financial assets measured at amortized cost be determined using an expected loss model, instead of the current incurred loss model, and requires that credit losses related to available-for-sale debt securities be recorded through an allowance for credit losses and limited to the amount by which carrying value exceeds fair value. ASU 2016-13 also requires enhanced disclosure of credit risk associated with financial assets. The effective date of ASU 2016-13 was deferred by ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)—Effective Dates to the annual period beginning after December 15, 2022 for companies that (i) meet the definition of an SEC filer and (ii) are eligible as “smaller reporting companies” as such term is defined by the SEC, with early adoption permitted. The Company is currently assessing the impact of adoption of ASU 2016-13 to its consolidated financial statements. |
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 for the periods presented because such shares had an anti-dilutive effect due to the net loss reported in those periods. |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 $ 1,240 $ 481 Interest receivable 383 236 Prepaid insurance 58 533 Other 1,003 705 Prepaid expenses and other current assets $ 2,684 $ 1,955 |
Property and Equipment, Net | Property and equipment, net September 30, December 31, Scientific equipment $ 3,048 $ 2,795 Leasehold improvements 192 192 Computers and software 53 32 Furniture and fixtures 41 41 Construction in process 2,424 356 Property and equipment, gross 5,758 3,416 Less: accumulated depreciation (1,489) (1,317) Property and equipment, net $ 4,269 $ 2,099 |
Other Noncurrent Assets | Other noncurrent assets September 30, December 31, Restricted cash $ 1,200 $ — Prepaid services 214 — Other — 32 Total other noncurrent assets $ 1,414 $ 32 |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities September 30, December 31, Accrued payroll-related expenses $ 921 $ 920 Accrued legal expenses 245 254 Accrued clinical, contract research and manufacturing costs 554 515 Common stock warrant liability, current 71 — Lease liability, current 177 292 Accrued other expenses 156 454 Accrued expenses and other current liabilities $ 2,124 $ 2,435 |
Other Noncurrent Liabilities | Other noncurrent liabilities September 30, December 31, Accrued loan fee payable $ 656 $ — Total other noncurrent liabilities $ 656 $ — |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments [Abstract] | |
Investments | The following table summarizes the contract maturity of the available-for-sale securities the Company held as of September 30, 2020: One year or less 96 % After one year but within two years 4 % Total 100 % |
Debt Securities, Available-for-sale | The amortized cost, gross unrealized holding gains, gross unrealized holding losses and fair value of cash equivalents and available-for-sale securities by type of security at September 30, 2020 and December 31, 2019 were as follows: September 30, 2020 Amortized Costs Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 14,932 $ 11 $ — $ 14,943 Corporate notes/bonds 43,965 163 (2) 44,126 U.S. Treasuries 2,254 11 — 2,265 U.S. Government agency securities 1,270 17 — 1,287 $ 62,421 202 (2) 62,621 December 31, 2019 Amortized Costs Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Commercial paper $ 13,932 $ 1 $ (2) $ 13,931 Corporate notes/bonds 36,620 1 (24) 36,597 U.S. Treasuries 4,513 — (1) 4,512 U.S. Government agency securities 9,786 — (2) 9,784 $ 64,851 $ 2 $ (29) $ 64,824 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Principal Maturities of Long-term Debt | As of September 30, 2020, the principal maturities of the Company’s long-term debt were as follows: September 30, 2020 2020 (remaining three months) $ — 2021 — 2022 1,459 2023 5,833 2024 5,833 2025 4,375 Principal balance outstanding $ 17,500 less: unamortized discount and debt issuance costs (1,000) Long-term debt $ 16,500 Current portion — Noncurrent portion $ 16,500 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Operating Leases, Additional Information | Information related to the Company’s operating lease asset and related operating lease liabilities were as follows: September 30, 2020 Weighted-average remaining lease term 9.6 years Weighted-average discount rate 8.4 % |
Schedule of Lease Costs | The following table summarizes lease costs in the Company’s unaudited condensed consolidated statement of operations: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Operating lease costs $ 333 $ 84 $ 712 $ 252 Short term lease costs 29 42 96 79 Variable lease costs 172 84 322 259 Total lease costs $ 534 $ 210 $ 1,130 $ 590 |
Schedule of Future Minimum Rental Payments | Maturities of the Company’s lease liability as of September 30, 2020 were as follows: Years Ending December 31, Operating Leases 2020 (remaining three months) $ 166 2021 952 2022 1,163 2023 1,198 2024 1,235 2025 1,272 Thereafter 6,207 Total $ 12,193 Less: imputed interest (3,929) Total lease liability $ 8,264 Current operating lease liability $ 177 Noncurrent operating lease liability 8,087 Total lease liability $ 8,264 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in each component of accumulated other comprehensive income (loss), net of tax, for 2020: Unrealized gains (losses) on short-term investments Total Balance at December 31, 2019 $ (27) $ (27) Other comprehensive income (loss) before reclassifications 10 10 Net current period other comprehensive income 10 10 Balance at March 31, 2020 $ (17) $ (17) Other comprehensive income (loss) before reclassifications 352 352 Net losses (gains) reclassified from accumulated other comprehensive loss 3 3 Net current period other comprehensive income 355 355 Balance at June 30, 2020 $ 338 $ 338 Other comprehensive income (loss) before reclassifications (138) (138) Net current period other comprehensive income (138) (138) Balance at September 30, 2020 $ 200 $ 200 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 2020 2019 2020 2019 Research and development expense $ 247 $ 199 $ 607 $ 423 General and administrative expense 371 312 996 1,016 $ 618 $ 511 $ 1,603 $ 1,439 |
Assumptions Used to Determine Fair Value of Common Stock Option Grants | 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 2020 2019 Expected term 5.2 to 6.1 years 5.3 to 6.1 years Risk-free interest rate 0.31% to 1.68%; weighted avg. 0.61% 1.69% to 2.56%; weighted avg. 2.16% Expected volatility 81.0% to 85.8%; weighted avg. 83.8% 83.2% to 86.7%; weighted avg. 84.9% Forfeiture rate 5 % 5 % Expected dividend yield — % — % 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, 2020 and 2019 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, 2020 $1.19 to $2.80; weighted avg. $1.91 $1.19 to $2.80; weighted avg. $1.94 Nine months ended September 30, 2019 $2.32 to $2.95: weighted avg. $2.75 $2.32 to $2.95: weighted avg. $2.75 |
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, 2019 5,697,714 $ 2.34 6.7 $ 4,625 Granted 2,630,248 1.94 Exercised (78,139) 0.88 Forfeited (510,042) 2.67 Outstanding - September 30, 2020 7,739,781 $ 2.20 6.7 $ 2,090 Exercisable - September 30, 2020 4,565,863 $ 2.12 4.9 $ 1,657 Vested and Expected to Vest - 7,739,781 $ 2.20 6.7 $ 2,090 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Net loss $ (8,822) $ (5,816) $ (11,983) $ (16,322) Weighted-average basic and diluted common shares outstanding 87,227,136 64,651,040 87,160,520 51,200,072 Basic and diluted loss per common share $ (0.10) $ (0.09) $ (0.14) $ (0.32) |
Antidilutive Securities | The outstanding securities presented below were excluded from the calculation of loss per common share for the periods presented, because such securities would have been anti-dilutive due to the Company’s loss per share during that period: As of September 30, 2020 2019 Options to purchase common stock 7,739,781 5,157,419 Warrants to purchase common stock 413,320 413,320 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 3,961 $ 3,961 $ — $ — Short-term investments: Commercial paper 14,943 — 14,943 — Corporate notes/bonds 44,126 — 44,126 — U.S. Treasuries 2,265 — 2,265 — U.S. government agency securities 1,287 — 1,287 — Total financial assets $ 66,582 $ 3,961 $ 62,621 $ — Liabilities Common stock warrant liability $ 71 $ — $ — $ 71 Total financial liabilities $ 71 $ — $ — $ 71 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2019 are as follows: Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 31,078 $ 31,078 $ — $ — Commercial paper 2,498 — 2,498 — Short-term investments: Commercial paper 11,433 — 11,433 — Corporate notes/bonds 36,597 — 36,597 — U.S. Treasuries 4,512 — 4,512 — U.S. government agency securities 9,784 — 9,784 — Total financial assets $ 95,902 $ 31,078 $ 64,824 $ — Liabilities Common stock warrant liability $ 414 $ — $ — $ 414 Total financial liabilities $ 414 $ — $ — $ 414 |
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, 2020: September 30, 2020 Expected term 0.5 years Risk-free interest rate 0.1 % Expected volatility 88.97 % 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 three months ended September 30, 2020: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Common Stock Warrant Liability Balance at December 31, 2019 $ 414 Additions Gain included in other income (expense), net (343) Balance at September 30, 2020 $ 71 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($)ft² | |
Accounting Policies [Abstract] | ||
Lease area | ft² | 30,000 | |
R&D staff on site | 100.00% | |
Accumulated deficit generated, since inception | $ | $ (112,117) | $ (112,117) |
Collaborative Research and Li_2
Collaborative Research and License Agreements (Details) $ in Thousands | Nov. 13, 2019USD ($)agreement | Feb. 17, 2019USD ($)collaborationTarget | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Collaboration revenue | $ 2,443 | $ 527 | $ 16,473 | $ 986 | |||
Deferred revenue, current | 8,479 | 8,479 | $ 21,873 | ||||
AbbVie Collaboration | Collaboration Arrangement | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of collaboration programs | agreement | 2 | ||||||
Non-refundable upfront payment received for research agreement | $ 25,000 | ||||||
Collaboration option exercise fee | 10,000 | ||||||
Collaboration option exercise fee | $ 10,000 | ||||||
Termination period upon written notice | 90 days | ||||||
Collaboration revenue | 2,402 | 16,351 | |||||
Deferred revenue, current | 8,479 | 8,479 | |||||
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] | |||||||
Non-refundable upfront payment received for research agreement | 1,000 | ||||||
Collaboration option exercise fee | $ 1,000 | ||||||
Collaboration revenue | $ 41 | $ 527 | $ 122 | $ 986 | |||
Number of additional collaboration targets | collaborationTarget | 5 | ||||||
Collaboration agreement term | 6 years | ||||||
Collaboration development expenses | $ 1,000 | ||||||
Collaboration option rights usage term | 30 days | ||||||
Development and Commercialization License | AbbVie Collaboration | Collaboration Arrangement | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Collaboration option exercise fee | $ 15,000 | ||||||
Maximum | AbbVie Collaboration | Collaboration Arrangement | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Development milestone payment | 55,000 | ||||||
Product approval and launch milestone payment | 132,500 | ||||||
Sales milestone payment | $ 175,000 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Supplemental Balance Sheet Information [Abstract] | ||
Prepaid clinical, contract research and manufacturing costs | $ 1,240 | $ 481 |
Interest receivable | 383 | 236 |
Prepaid insurance | 58 | 533 |
Other | 1,003 | 705 |
Prepaid expenses and other current assets | $ 2,684 | $ 1,955 |
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, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 5,758 | $ 5,758 | $ 3,416 | ||
Less: accumulated depreciation | (1,489) | (1,489) | (1,317) | ||
Property and equipment, net | 4,269 | 4,269 | 2,099 | ||
Depreciation and amortization | 159 | $ 91 | 494 | $ 265 | |
Scientific equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 3,048 | 3,048 | 2,795 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 192 | 192 | 192 | ||
Computers and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 53 | 53 | 32 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 41 | 41 | 41 | ||
Construction in process | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 2,424 | $ 2,424 | $ 356 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Other noncurrent assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Supplemental Balance Sheet Information [Abstract] | ||
Restricted cash | $ 1,200 | $ 0 |
Prepaid services | 214 | 0 |
Other | 0 | 32 |
Total other noncurrent assets | $ 1,414 | $ 32 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Supplemental Balance Sheet Information [Abstract] | ||
Accrued payroll-related expenses | $ 921 | $ 920 |
Accrued legal expenses | 245 | 254 |
Accrued clinical, contract research and manufacturing costs | 554 | 515 |
Common stock warrant liability, current | 71 | 0 |
Lease liability, current | 177 | 292 |
Accrued other expenses | 156 | 454 |
Accrued expenses and other current liabilities | $ 2,124 | $ 2,435 |
Supplemental Balance Sheet In_7
Supplemental Balance Sheet Information - Other noncurrent liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Supplemental Balance Sheet Information [Abstract] | ||
Accrued loan fee payable | $ 656 | $ 0 |
Other noncurrent liabilities | $ 656 | $ 0 |
Investments (Details)
Investments (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Investments [Abstract] | |
One year or less | 96.00% |
After one year but within two years | 4.00% |
Total | 100.00% |
Investments Available-for-sale
Investments Available-for-sale Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Costs | $ 62,421 | $ 64,851 |
Gross Unrealized Holding Gains | 202 | 2 |
Gross Unrealized Holding Losses | (2) | (29) |
Fair Value | 62,621 | 64,824 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Costs | 14,932 | 13,932 |
Gross Unrealized Holding Gains | 11 | 1 |
Gross Unrealized Holding Losses | 0 | (2) |
Fair Value | 14,943 | 13,931 |
Corporate notes/bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Costs | 43,965 | 36,620 |
Gross Unrealized Holding Gains | 163 | 1 |
Gross Unrealized Holding Losses | (2) | (24) |
Fair Value | 44,126 | 36,597 |
U.S. Treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Costs | 2,254 | 4,513 |
Gross Unrealized Holding Gains | 11 | 0 |
Gross Unrealized Holding Losses | 0 | (1) |
Fair Value | 2,265 | 4,512 |
U.S. Government agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Costs | 1,270 | 9,786 |
Gross Unrealized Holding Gains | 17 | 0 |
Gross Unrealized Holding Losses | 0 | (2) |
Fair Value | $ 1,287 | $ 9,784 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Sep. 25, 2020USD ($) | Mar. 02, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Oct. 01, 2022installmentPayment | Apr. 01, 2021USD ($) |
Debt Instrument [Line Items] | ||||||||
Proceeds from long-term borrowing | $ 17,500,000 | $ 0 | ||||||
Origination fee | $ 125,000 | |||||||
Exit fee percentage | 3.75% | 3.75% | ||||||
Repayment of long-term debt | $ 4,999,000 | 0 | ||||||
Long-term debt | $ 16,500,000 | 16,500,000 | ||||||
Interest paid on debt | $ 0 | $ 152,000 | $ 142,000 | $ 453,000 | ||||
Loans Payable | Secured Debt | Hercules Technology Growth Capital | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayment of long-term debt | $ 4,999,000 | |||||||
Payments for debt end term fees | $ 100,000 | |||||||
Secured Debt | MidCap Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 25,000,000 | |||||||
Floating interest rate | 6.25% | |||||||
Variable rate | 1.50% | |||||||
Interest rate increase | 2.00% | |||||||
Secured Debt | MidCap Credit Agreement | Prior to first anniversary | ||||||||
Debt Instrument [Line Items] | ||||||||
Early termination fee | 3.00% | 3.00% | ||||||
Secured Debt | MidCap Credit Agreement | After first anniversary | ||||||||
Debt Instrument [Line Items] | ||||||||
Early termination fee | 1.00% | 1.00% | ||||||
Secured Debt | MidCap Credit Agreement | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of monthly installment payments | installmentPayment | 36 | |||||||
Secured Debt | MidCap Credit Agreement - Tranche 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from long-term borrowing | $ 17,500,000 | |||||||
Proceeds from debt, net of fees and issuance costs | 16,496,000 | |||||||
Estimated fees and issuance costs | 348,000 | |||||||
Secured Debt | MidCap Credit Agreement - Tranche 1 | MidCap | ||||||||
Debt Instrument [Line Items] | ||||||||
Fee amount | 656,000 | |||||||
Secured Debt | MidCap Credit Agreement - Tranche 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Estimated fees and issuance costs | $ 73,000 | |||||||
Secured Debt | MidCap Credit Agreement - Tranche 2 | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 7,500,000 |
Debt - Principal Maturities of
Debt - Principal Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2020 (remaining three months) | $ 0 | |
2021 | 0 | |
2022 | 1,459 | |
2023 | 5,833 | |
2024 | 5,833 | |
2025 | 4,375 | |
Principal balance outstanding | 17,500 | |
less: unamortized discount and debt issuance costs | (1,000) | |
Long-term debt | 16,500 | |
Current portion | 0 | $ 4,965 |
Noncurrent portion | $ 16,500 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | Jul. 01, 2020USD ($)ft²extensionPeriod | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($)ft² | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Lessee, Lease, Description [Line Items] | |||||
Lease area | ft² | 30,000 | ||||
Right-of-use asset | $ 8,768 | $ 356 | |||
Lease liability | 8,264 | ||||
Amortization of right-of-use asset | $ 518 | $ 249 | |||
Chicago | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease area | ft² | 30,000 | ||||
Contract term | 10 years | ||||
Number of extensions | extensionPeriod | 2 | ||||
Renewal term | 5 years | ||||
Annual rent payment initial twelve months | $ 1,113 | ||||
Base rent annual percentage increase | 3.00% | ||||
Estimated rental payment over original term | $ 12,761 | ||||
Letters of credit outstanding | 1,200 | ||||
Rental payment adjusted for abatement | 87 | ||||
Payments for tenant improvements | 697 | ||||
Right-of-use asset | 8,931 | ||||
Lease liability | $ 8,147 | ||||
Incremental borrowing rate | 8.30% | ||||
Skokie | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease asset, remaining useful life | 0 years | ||||
Amortization of right-of-use asset | $ 211 |
Leases - Right of Use Asset Inf
Leases - Right of Use Asset Information (Details) | Sep. 30, 2020 |
Leases [Abstract] | |
Weighted-average remaining lease term | 9 years 7 months 6 days |
Weighted-average discount rate | 8.40% |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease costs | $ 333 | $ 84 | $ 712 | $ 252 |
Short term lease costs | 29 | 42 | 96 | 79 |
Variable lease costs | 172 | 84 | 322 | 259 |
Total lease costs | 534 | 210 | 1,130 | 590 |
Operating lease, cash payments | $ 490 | $ 207 | $ 1,717 | $ 634 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 (remaining three months) | $ 166 | |
2021 | 952 | |
2022 | 1,163 | |
2023 | 1,198 | |
2024 | 1,235 | |
2025 | 1,272 | |
Thereafter | 6,207 | |
Total | 12,193 | |
Less: imputed interest | (3,929) | |
Total lease liability | 8,264 | |
Current operating lease liability | 177 | $ 292 |
Noncurrent operating lease liability | $ 8,087 | $ 59 |
Stockholders' Equity - Current
Stockholders' Equity - Current Capitalization (Details) | Sep. 30, 2020vote_per_share$ / sharesshares | Dec. 31, 2019$ / 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 |
Preferred stock, shares outstanding (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) | 87,228,586 | 86,069,263 |
Common stock, shares outstanding (in shares) | 87,228,586 | 86,069,263 |
Common stock, voting rights for each share | vote_per_share | 1 |
Stockholders' Equity - 2019 Sto
Stockholders' Equity - 2019 Stock Offerings (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 06, 2020 | Dec. 23, 2019 | Aug. 02, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Class of Stock [Line Items] | |||||
Proceeds from common stock offering | $ 2,973 | $ 63,250 | |||
Common Stock Issued December 2019 | |||||
Class of Stock [Line Items] | |||||
Issuance of stock, net (in shares) | 10,000,000 | ||||
Price per share in sale of stock (in dollars per share) | $ 2.75 | ||||
Proceeds from common stock offering | $ 27,500 | ||||
Proceeds from issuance of common stock, net | $ 25,344 | ||||
Over-Allotment Option | |||||
Class of Stock [Line Items] | |||||
Issuance of stock, net (in shares) | 1,081,184 | ||||
Proceeds from common stock offering | $ 2,973 | ||||
Proceeds from issuance of common stock, net | $ 2,766 | ||||
Additional shares of common stock offered in common stock offering (in shares) | 1,500,000 | ||||
August 2019 Offering | |||||
Class of Stock [Line Items] | |||||
Issuance of stock, net (in shares) | 31,625,000 | ||||
Price per share in sale of stock (in dollars per share) | $ 2 | ||||
Proceeds from common stock offering | $ 63,250 | ||||
Additional shares of common stock offered in common stock offering (in shares) | 4,125,000 | ||||
Sale of stock, issuance costs | $ 4,384 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Warrants (Details) - $ / shares | May 03, 2021 | Apr. 28, 2021 | Mar. 27, 2021 | Sep. 30, 2020 |
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 3 | |||
Private Placement | ||||
Class of Stock [Line Items] | ||||
Number of shares called by warrants (in shares) | 413,320 | |||
Forecast | Private Placement | ||||
Class of Stock [Line Items] | ||||
Warrant expirations (in shares) | 117,262 | 132,884 | 163,174 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ 81,752 | $ 85,114 | $ 80,747 | $ 11,391 | $ 80,747 | $ 20,952 |
Other comprehensive income (loss) before reclassifications | (138) | 352 | 10 | |||
Net losses (gains) reclassified from accumulated other comprehensive loss | 3 | |||||
Net current period other comprehensive income | (138) | 355 | 10 | 0 | 227 | 0 |
Ending balance | 73,428 | 81,752 | 85,114 | 64,952 | 73,428 | 64,952 |
Gross realized gains, available for sale securities | 23 | |||||
Gross realized losses, available for sale securities | 6 | |||||
Proceeds from sale of debt securities, available-for-sale | 9,404 | |||||
Unrealized gains (losses) on short-term investments | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | 338 | (17) | (27) | (27) | ||
Other comprehensive income (loss) before reclassifications | (138) | 352 | 10 | |||
Net losses (gains) reclassified from accumulated other comprehensive loss | 3 | |||||
Net current period other comprehensive income | (138) | 355 | 10 | |||
Ending balance | 200 | 338 | (17) | 200 | ||
AOCI Attributable to Parent | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | 338 | (17) | (27) | 0 | (27) | 0 |
Net current period other comprehensive income | (138) | 355 | 10 | |||
Ending balance | $ 200 | $ 338 | $ (17) | $ 0 | $ 200 | $ 0 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jan. 01, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost not yet recognized | $ 4,767 | ||
Compensation expense recognition period | 2 years 9 months 18 days | ||
Weighted-average grant date fair value (in dollars per share) | $ 1.33 | $ 1.96 | |
Aggregate intrinsic value, stock options, exercised | $ 74 | $ 13 | |
Exicure, Inc. 2017 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of additional shares authorized, potential maximum additional shares (in shares) | 4,600,000 | ||
Number of additional shares authorized, percentage of common stock outstanding | 5.00% | ||
Number of shares available for grant (in shares) | 2,219,311 | ||
Options to purchase common stock | 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) | 4,303,463 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 618 | $ 511 | $ 1,603 | $ 1,439 |
Research and development expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 247 | 199 | 607 | 423 |
General and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 371 | $ 312 | $ 996 | $ 1,016 |
Equity-Based Compensation - Ass
Equity-Based Compensation - Assumptions Used for Fair Value Measurement (Details) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
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 2 months 12 days | 5 years 3 months 18 days |
Risk-free interest rate | 0.31% | 1.69% |
Expected volatility | 81.00% | 83.20% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 6 years 1 month 6 days | 6 years 1 month 6 days |
Risk-free interest rate | 1.68% | 2.56% |
Expected volatility | 85.80% | 86.70% |
Weighted Average | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.61% | 2.16% |
Expected volatility | 83.80% | 84.90% |
Equity-Based Compensation - Fai
Equity-Based Compensation - Fair Value of Underlying Common Stock and Exercise Price of Stock Options (Details) - $ / shares | Sep. 30, 2020 | Sep. 30, 2019 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of underlying common stock (dollars per share) | $ 1.19 | $ 2.32 |
Exercise price of common stock option (dollars per share) | 1.19 | 2.32 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of underlying common stock (dollars per share) | 2.80 | 2.95 |
Exercise price of common stock option (dollars per share) | 2.80 | 2.95 |
Weighted Average | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of underlying common stock (dollars per share) | 1.91 | 2.75 |
Exercise price of common stock option (dollars per share) | $ 1.94 | $ 2.75 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Schedule of Stock Options Rollforward (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Options | ||
Outstanding beginning balance (in shares) | shares | 5,697,714 | |
Granted (in shares) | shares | 2,630,248 | |
Exercise of options (in shares) | shares | (78,139) | |
Forfeited (in shares) | shares | (510,042) | |
Outstanding ending balance (in shares) | shares | 7,739,781 | 5,697,714 |
Weighted-Average Exercise Price | ||
Outstanding beginning balance (in dollars per share) | $ / shares | $ 2.34 | |
Granted (in dollars per share) | $ / shares | 1.94 | |
Exercised (in dollars per share) | $ / shares | 0.88 | |
Forfeited (in dollars per share) | $ / shares | 2.67 | |
Outstanding ending balance (in dollars per share) | $ / shares | $ 2.20 | $ 2.34 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted-Average Remaining Contractual Term (years) | 6 years 8 months 12 days | 6 years 8 months 12 days |
Aggregate Intrinsic Value (thousands) | $ | $ 2,090 | $ 4,625 |
Exercisable (in shares) | shares | 4,565,863 | |
Exercisable, weighted-average exercise price (in dollars per share) | $ / shares | $ 2.12 | |
Exercisable, weighted-average remaining contractual term | 4 years 10 months 24 days | |
Exercisable, aggregate intrinsic value | $ | $ 1,657 | |
Vested and expected to vest (in shares) | shares | 7,739,781 | |
Vested and expected to vest, weighted-average exercise price (in dollars per share) | $ / shares | $ 2.20 | |
Weighted-Average Remaining Contractual Term (years) | 6 years 8 months 12 days | |
Aggregate Intrinsic Value (thousands) | $ | $ 2,090 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
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, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (8,822) | $ (4,311) | $ 1,150 | $ (5,816) | $ (5,220) | $ (5,286) | $ (11,983) | $ (16,322) |
Weighted average basic and diluted common shares outstanding (in shares) | 87,227,136 | 64,651,040 | 87,160,520 | 51,200,072 | ||||
Basic and diluted loss per common share (in usd per share) | $ (0.10) | $ (0.09) | $ (0.14) | $ (0.32) |
Loss Per Common Share - Antidil
Loss Per Common Share - Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
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) | 7,739,781 | 5,157,419 |
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 - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | $ 62,621 | $ 64,824 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 66,582 | 95,902 |
Common stock warrant liability | 71 | 414 |
Total financial liabilities | 71 | 414 |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 3,961 | 31,078 |
Common stock warrant liability | 0 | 0 |
Total financial liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 62,621 | 64,824 |
Common stock warrant liability | 0 | 0 |
Total financial liabilities | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | 0 |
Common stock warrant liability | 71 | 414 |
Total financial liabilities | 71 | 414 |
Money market funds | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 3,961 | 31,078 |
Money market funds | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 3,961 | 31,078 |
Money market funds | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Money market funds | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Commercial paper | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 2,498 | |
Commercial paper | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | |
Commercial paper | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 2,498 | |
Commercial paper | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | |
Commercial paper | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 14,943 | 11,433 |
Commercial paper | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
Commercial paper | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 14,943 | 11,433 |
Commercial paper | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
Corporate notes/bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 44,126 | 36,597 |
Corporate notes/bonds | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 44,126 | 36,597 |
Corporate notes/bonds | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
Corporate notes/bonds | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 44,126 | 36,597 |
Corporate notes/bonds | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
U.S. Treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 2,265 | 4,512 |
U.S. Treasuries | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 2,265 | 4,512 |
U.S. Treasuries | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
U.S. Treasuries | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 2,265 | 4,512 |
U.S. Treasuries | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
U.S. Government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 1,287 | 9,784 |
U.S. Government agency securities | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 1,287 | 9,784 |
U.S. Government agency securities | Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
U.S. Government agency securities | Fair Value, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 1,287 | 9,784 |
U.S. Government agency securities | Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020USD ($) | Sep. 26, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impact of 10% change in estimate of expected volatility of the fair value of the common stock | $ 17 | |
Impact of 10% change in the estimate of fair value of the common stock | $ 24 | |
Warrant Liability | Common Stock | Expected term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability, measurement input, term | 6 months | 2 years |
Warrant Liability | Common Stock | Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability, measurement input | 0.001 | 0.0153 |
Warrant Liability | Common Stock | Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability, measurement input | 0.8897 | 0.7897 |
Warrant Liability | Common Stock | Expected dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability, measurement input | 0 | 0 |
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, 2020 | Sep. 26, 2017 |
Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant liability, measurement input, term | 6 months | 2 years |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Common stock warrant liability, measurement input | 0.001 | 0.0153 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Common stock warrant liability, measurement input | 0.8897 | 0.7897 |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Common stock warrant liability, measurement input | 0 | 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Gain included in other income (expense), net | $ (343) | $ (360) |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | Common Stock | Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2019 | 414 | |
Balance at September 30, 2020 | $ 71 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Aggregate consideration paid to NU for agreement obligations | $ 8,279 |
Related-Party Transactions - Na
Related-Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Board of Directors | Consulting services | ||
Related Party Transaction [Line Items] | ||
Expenses from transactions with related party | $ 75 | $ 75 |