Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 29, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | SPRO | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | SPERO THERAPEUTICS, INC. | |
Entity Central Index Key | 0001701108 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 27,187,489 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38266 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-4590683 | |
Entity Address, Address Line One | 675 Massachusetts Avenue, | |
Entity Address, Address Line Two | 14th Floor | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | 857 | |
Local Phone Number | 242-1600 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 125,242 | $ 29,730 |
Marketable securities | 2,002 | 52,315 |
Other receivables | 7,074 | 7,760 |
Tax incentive receivable, current | 1,052 | 786 |
Prepaid expenses and other current assets | 7,297 | 4,823 |
Total current assets | 142,667 | 95,414 |
Property and equipment, net | 1,849 | 2,273 |
Tax incentive receivable | 21 | |
Operating lease right of use assets | 7,313 | 4,875 |
Other assets | 5,211 | 3,520 |
Total assets | 157,040 | 106,103 |
Current liabilities: | ||
Accounts payable | 2,480 | 4,147 |
Accrued expenses and other current liabilities | 13,556 | 21,588 |
Operating lease liabilities | 1,526 | 928 |
Total current liabilities | 17,562 | 26,663 |
Non-current operating lease liabilities | 6,503 | 4,617 |
Other long-term liabilities | 186 | 249 |
Total liabilities | 24,251 | 31,529 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 3,220,007 shares issued and outstanding as of September 30, 2020 and 2,720 shares issued and outstanding as of December 31, 2019 | 3 | |
Common stock, $0.001 par value; 60,000,000 shares authorized as of September 30, 2020 and December 31, 2019; 25,970,105 shares issued and outstanding as of September 30, 2020 and 19,190,695 shares issued and outstanding as of December 31, 2019 | 26 | 19 |
Additional paid-in capital | 391,881 | 273,966 |
Accumulated deficit | (259,122) | (199,427) |
Accumulated other comprehensive gain (loss) | 1 | 16 |
Total stockholders' equity | 132,789 | 74,574 |
Total liabilities and stockholders' equity | $ 157,040 | $ 106,103 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares/units issued | 3,220,007 | 2,720 |
Preferred stock, shares/units outstanding | 3,220,007 | 2,720 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares/units issued | 25,970,105 | 19,190,695 |
Common stock, shares/units outstanding | 25,970,105 | 19,190,695 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Grant revenue | $ 3,957 | $ 4,471 | $ 7,165 | $ 10,471 |
Collaboration revenue | $ 38 | $ 172 | $ 258 | $ 4,046 |
Type of Revenue [Extensible List] | us-gaap:LicenseMember | us-gaap:LicenseMember | us-gaap:LicenseMember | us-gaap:LicenseMember |
Total revenues | $ 3,995 | $ 4,643 | $ 7,423 | $ 14,517 |
Operating expenses: | ||||
Research and development | 17,706 | 18,495 | 53,798 | 40,047 |
General and administrative | 5,309 | 4,133 | 13,942 | 11,803 |
Total operating expenses | 23,015 | 22,628 | 67,740 | 51,850 |
Loss from operations | (19,020) | (17,985) | (60,317) | (37,333) |
Other income (expense): | ||||
Interest income | 29 | 403 | 352 | 1,008 |
Other income (expense), net | 55 | (135) | 270 | 386 |
Total other income (expense), net | 84 | 268 | 622 | 1,394 |
Net loss | $ (18,936) | $ (17,717) | $ (59,695) | $ (35,939) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.86) | $ (0.95) | $ (2.91) | $ (2.01) |
Weighted average common shares outstanding, basic and diluted: | 21,933,922 | 18,659,079 | 20,712,720 | 17,859,829 |
Comprehensive loss: | ||||
Net loss | $ (18,936) | $ (17,717) | $ (59,695) | $ (35,939) |
Other comprehensive gain (loss): | ||||
Unrealized gain (loss) on marketable securities | (14) | 12 | (15) | 40 |
Reclassification adjustment for gains included in net loss | 6 | |||
Net unrealized gains (losses) on securities | (14) | 12 | (15) | 46 |
Total comprehensive loss | $ (18,950) | $ (17,705) | $ (59,710) | $ (35,893) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (59,695) | $ (35,939) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 570 | 861 |
Non-cash lease cost | 386 | |
Share-based compensation | 3,523 | 2,847 |
Realized (gain) loss on investments | (1) | |
Unrealized foreign currency transaction (gain) loss | (235) | 164 |
Accretion of discount on marketable securities | (57) | (663) |
Changes in operating assets and liabilities: | ||
Other receivables | 686 | (4,637) |
Prepaid expenses and other current assets | (2,474) | 3,802 |
Tax incentive receivables | (238) | (319) |
Other assets | (1,890) | (432) |
Accounts payable | (1,656) | (1,041) |
Accrued expenses and other current liabilities | (8,346) | 2,749 |
Other long-term liabilities | (63) | (44) |
Net cash used in operating activities | (69,489) | (32,653) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (3,995) | (76,523) |
Proceeds from maturities of marketable securities | 54,350 | 110,337 |
Purchases of property and equipment | (145) | (185) |
Net cash provided by (used in) investing activities | 50,210 | 33,629 |
Cash flows from financing activities: | ||
Proceeds from equity offering | 9,163 | 10,289 |
Payment of offering costs | (580) | (158) |
Proceeds from stock option exercises | 1,009 | 410 |
Net cash provided by financing activities | 114,791 | 10,541 |
Net increase (decrease) in cash and cash equivalents | 95,512 | 11,517 |
Cash, cash equivalents and restricted cash at beginning of period | 29,730 | 34,080 |
Cash, cash equivalents and restricted cash at end of period | 125,242 | $ 45,597 |
Supplemental disclosure of non-cash activities: | ||
Offering costs in accounts payable and accruals | 389 | |
Right of use assets and lease obligations recorded upon commencement of new lease | 2,626 | |
Rights Offering [Member] | ||
Cash flows from financing activities: | ||
Proceeds from equity offering | 9,416 | |
Underwritten Public Offering [Member] | ||
Cash flows from financing activities: | ||
Proceeds from equity offering | 44,979 | |
Series C Preferred Stock [Member] | ||
Cash flows from financing activities: | ||
Payment of offering costs | (41) | |
Series C Preferred Stock [Member] | Rights Offering [Member] | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Preferred Shares | 20,583 | |
Series D Preferred Stock [Member] | ||
Cash flows from financing activities: | ||
Payment of offering costs | (186) | |
Series D Preferred Stock [Member] | Underwritten Public Offering [Member] | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Preferred Shares | $ 30,221 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Payment of offering costs | $ 580 | |
Series C Preferred Stock [Member] | ||
Payment of offering costs | 41 | |
Series D Preferred Stock [Member] | ||
Payment of offering costs | $ 186 | 186 |
Common Stock [Member] | ||
Payment of offering costs | $ 280 | $ 742 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Series A, B, C and D Convertible Preferred Stock [Member] | Series A, B, C and D Convertible Preferred Stock [Member]Series C Preferred Stock [Member] | Series A, B, C and D Convertible Preferred Stock [Member]Series D Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Series C Preferred Stock [Member] | Additional Paid-in Capital [Member]Series D Preferred Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Spero Therapeutics, Inc. Stockholders' Equity [Member] | Spero Therapeutics, Inc. Stockholders' Equity [Member]Series C Preferred Stock [Member] | Spero Therapeutics, Inc. Stockholders' Equity [Member]Series D Preferred Stock [Member] | Non-controlling Interests [Member] |
Balances at Dec. 31, 2018 | $ 115,855 | $ 17 | $ 254,013 | $ (138,502) | $ (28) | $ 115,500 | $ 355 | |||||||||
Balances, Shares at Dec. 31, 2018 | 3,220 | 17,205,962 | ||||||||||||||
Issuance of common stock upon the exercise of stock options | 410 | 410 | 410 | |||||||||||||
Issuance of common stock upon the exercise of stock options, shares | 62,072 | |||||||||||||||
Issuance of common stock and preferred stock net of offering costs and issuance costs | 9,815 | $ 1 | 9,814 | 9,815 | ||||||||||||
Issuance of common stock and preferred stock net of offering costs, shares | 894,996 | |||||||||||||||
Conversion of convertible preferred stock to common stock | $ 1 | (1) | ||||||||||||||
Conversion of convertible preferred stock to common stock, shares | (500) | 500,000 | ||||||||||||||
Share-based compensation expense | 2,847 | 2,847 | 2,847 | |||||||||||||
Unrealized gain (loss) on available-for-sale securities | 46 | 46 | 46 | |||||||||||||
Net loss | (35,939) | (35,939) | (35,939) | |||||||||||||
Balances at Sep. 30, 2019 | 93,034 | $ 19 | 267,083 | (174,441) | 18 | 92,679 | 355 | |||||||||
Balances, Shares at Sep. 30, 2019 | 2,720 | 18,663,030 | ||||||||||||||
Balances at Jun. 30, 2019 | 109,669 | $ 19 | 266,013 | (156,724) | 6 | 109,314 | 355 | |||||||||
Balances, Shares at Jun. 30, 2019 | 2,720 | 18,650,375 | ||||||||||||||
Issuance of common stock upon the exercise of stock options | 51 | 51 | 51 | |||||||||||||
Issuance of common stock upon the exercise of stock options, shares | 8,704 | |||||||||||||||
Issuance of common stock and preferred stock net of offering costs and issuance costs | 38 | 38 | 38 | |||||||||||||
Issuance of common stock and preferred stock net of offering costs, shares | 3,951 | |||||||||||||||
Share-based compensation expense | 981 | 981 | 981 | |||||||||||||
Unrealized gain (loss) on available-for-sale securities | 12 | 12 | 12 | |||||||||||||
Net loss | (17,717) | (17,717) | (17,717) | |||||||||||||
Balances at Sep. 30, 2019 | 93,034 | $ 19 | 267,083 | (174,441) | 18 | 92,679 | $ 355 | |||||||||
Balances, Shares at Sep. 30, 2019 | 2,720 | 18,663,030 | ||||||||||||||
Balances at Dec. 31, 2019 | 74,574 | $ 19 | 273,966 | (199,427) | 16 | 74,574 | ||||||||||
Balances, Shares at Dec. 31, 2019 | 2,720 | 19,190,695 | ||||||||||||||
Issuance of common stock upon the exercise of stock options | $ 1,009 | 1,009 | 1,009 | |||||||||||||
Issuance of common stock upon the exercise of stock options, shares | 161,714 | 161,714 | ||||||||||||||
Issuance of common stock and preferred stock net of offering costs and issuance costs | $ 62,630 | $ 19,993 | $ 30,221 | $ 3 | $ 7 | 62,623 | $ 19,993 | $ 30,218 | 62,630 | $ 19,993 | $ 30,221 | |||||
Issuance of common stock and preferred stock net of offering costs, shares | 2,287 | 3,215,000 | 6,617,696 | |||||||||||||
Accretion of Series C preferred stock | $ 549 | $ 549 | $ 549 | |||||||||||||
Share-based compensation expense | 3,523 | 3,523 | 3,523 | |||||||||||||
Unrealized gain (loss) on available-for-sale securities | (15) | (15) | (15) | |||||||||||||
Net loss | (59,695) | (59,695) | (59,695) | |||||||||||||
Balances at Sep. 30, 2020 | 132,789 | $ 3 | $ 26 | 391,881 | (259,122) | 1 | 132,789 | |||||||||
Balances, Shares at Sep. 30, 2020 | 3,220,007 | 25,970,105 | ||||||||||||||
Balances at Jun. 30, 2020 | 73,714 | $ 21 | 313,864 | (240,186) | 15 | 73,714 | ||||||||||
Balances, Shares at Jun. 30, 2020 | 5,007 | 21,014,095 | ||||||||||||||
Issuance of common stock upon the exercise of stock options | 201 | 201 | 201 | |||||||||||||
Issuance of common stock upon the exercise of stock options, shares | 29,781 | |||||||||||||||
Issuance of common stock and preferred stock net of offering costs and issuance costs | 46,404 | $ 30,221 | $ 3 | $ 5 | 46,399 | $ 30,218 | 46,404 | $ 30,221 | ||||||||
Issuance of common stock and preferred stock net of offering costs, shares | 3,215,000 | 4,926,229 | ||||||||||||||
Share-based compensation expense | 1,199 | 1,199 | 1,199 | |||||||||||||
Unrealized gain (loss) on available-for-sale securities | (14) | (14) | (14) | |||||||||||||
Net loss | (18,936) | (18,936) | (18,936) | |||||||||||||
Balances at Sep. 30, 2020 | $ 132,789 | $ 3 | $ 26 | $ 391,881 | $ (259,122) | $ 1 | $ 132,789 | |||||||||
Balances, Shares at Sep. 30, 2020 | 3,220,007 | 25,970,105 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Spero Therapeutics, Inc., together with its consolidated subsidiaries (the “Company” or “Spero”), is a multi-asset, clinical-stage biopharmaceutical company focused on identifying, developing and commercializing treatments in high unmet need areas involving multi-drug resistant, or MDR, bacterial infections and rare diseases The Company is subject to risks and uncertainties common to companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, risks of failure or unsatisfactory results of nonclinical studies and clinical trials, the need to obtain marketing approval for its product candidates, the need to successfully commercialize and gain market acceptance of its product candidates and the ability to secure additional capital to fund operations. The Company’s product candidates will require additional preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The pandemic caused by COVID-19 has resulted, and is likely to continue to result, in significant national and global economic disruption and may adversely affect our business. The Company has experienced impacts to its clinical and development timelines due to the worldwide spread of COVID-19. However, to date, the Company has not experienced material impacts to liquidity, nor has it incurred impairment of any assets as a result of COVID-19. The Company continues to monitor this situation and the possible effects on its business, results of operations and financial condition, including manufacturing, clinical trials, research and development costs and employee-related amounts. The accompanying consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Since inception, the Company has funded its operations with proceeds from sales of preferred units (including bridge units, which converted into preferred units), payments received in connection with a concluded collaboration agreement, funding from government contracts, a licensing agreement and three months ended September 30, 2020 and 2019 In addition, as of September 30, 2020, the Company had an accumulated deficit of $259.1 million. The Company expects to continue to generate operating losses for the foreseeable future. In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), Based on the Company’s current operating plan and existing cash, cash equivalents and marketable securities, the Company has determined that there is substantial doubt regarding its ability to continue as a going concern. The Company will require additional funding to fund the development of its product candidates through regulatory approval and commercialization, and to support its continued operations. The Company will seek additional funding through public or private financings, debt financing, collaboration agreements or government grants. The COVID-19 pandemic has resulted in ongoing volatility in financial markets. If our access to capital is restricted or associated borrowing costs increase as a result of developments in financial markets, including relating to the COVID-19 pandemic, our operations and financial condition could be adversely impacted. There is no assurance that the Company will be successful in obtaining sufficient funding on acceptable terms, if at all, and it could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could materially adversely affect its business prospects or its ability to continue operations. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Interim Financial Information The consolidated balance sheet at December 31, 2019 was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2020, and for the three and nine months ended September 30, 2020 and 2019, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2019, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, on file with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2020, and results of operations for the three and nine months ended September 30, 2020 and 2019, and cash flows for the nine months ended September 30, 2020 and 2019 have been made. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, the accrual for clinical trial costs and other research and development expenses, and the valuation of share-based awards. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including expenses, manufacturing, clinical trials, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. The Company has contemplated the impact of COVID-19 within its financial statements and is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. There may be changes to those estimates in future periods. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions. Segment information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is on identifying, developing and commercializing novel treatments for MDR bacterial infections. All of the Company’s tangible assets are held in the United States. Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company evaluates each of its subsidiaries to determine whether the entity represents a variable interest entity (“VIE”), for which consolidation should be evaluated under the VIE model, or, alternatively, if the entity is a voting interest entity, for which consolidation should be evaluated using the voting interest model. The Company has concluded that none of its subsidiaries is a VIE and has consolidated each subsidiary under the voting interest model because it has majority voting control of each subsidiary. Ownership interests in the Company’s subsidiaries that are held by entities other than the Company are reported as non-controlling interests in the consolidated balance sheets. Losses attributed to non-controlling interests and to the Company are reported separately in the consolidated statements of operations and comprehensive loss. In November 2019, the Company repurchased 100% of the minority investor’s outstanding shares in Spero Gyrase and as a result, as of December 31, 2019, the Company no longer reported a non-controlling interest in Spero Gyrase. Concentrations of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains most of its cash and cash equivalents at one accredited financial institution. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. As of September 30, 2020 Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction to additional paid-in capital generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. As of September 30, 2020 Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and money market instruments. Marketable Securities Marketable securities consist of investments with original maturities greater than 90 days. The Company considers its portfolio of investments to be available-for-sale. Accordingly, these investments are recorded at fair value, which is based on quoted market prices. Investments with maturities beyond one year are generally classified as short term, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses and declines in value are included as a component of other income (expense), net based on the specific identification method. The Company evaluates debt securities with an unrealized loss to determine whether there may be a credit impairment. The Company also assesses its intent to sell the security and whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost. Any credit impairments are recorded through an allowance account. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense are recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Computer software and equipment 3 years Office furniture and equipment 7 years Manufacturing equipment 5 years Leasehold improvements Shorter of life of lease or 5 years Costs for capital assets not yet placed into service are capitalized as construction in progress and are depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of property and equipment. Leases Effective January 1, 2019, the Company adopted ASC Topic 842, Leases Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. As of September 30, 2020, the Company had no short-term leases with terms of one year or less. Options to renew a lease are not included in the Company’s initial lease term assessment unless there is reasonable certainty that the Company will renew. The Company monitors its plans to renew its material leases on a quarterly basis. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate (“IBR”), which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, and in a similar economic environment. Since the Company does not have any debt and has not been rated by any major credit rating agency, the Company’s IBR was estimated by developing a synthetic credit rating for the Company. In transitioning to ASC 842, the Company utilized the remaining lease term of its leases in determining the appropriate incremental borrowing rates. In accordance with ASC 842, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Although separation of lease and non-lease components is required, certain practical expedients are available. Entities may elect the practical expedient to not separate lease and non-lease components. In making this election, entities would account for each lease component and the related non-lease component together as a single component. For new and amended leases beginning in 2019 and after, the Company has elected to account for the lease and non-lease components together as a single lease component. Other Assets Other assets consist of long-term prepayments and deposits. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment and operating lease right-of-use assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and derivative liabilities are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. Collaboration Agreements For collaboration agreements with a third party, to determine the appropriate statement of operations classification of the recognized funding, the Company first assesses whether the collaboration arrangement is within the scope of the accounting guidance for collaboration arrangements. If it is, the Company evaluates the collaborative arrangement for proper classification in the statement of operations based on the nature of the underlying activity and the Company assesses the payments to and from the collaborative partner. If the payments to and from the collaborative partner are not within the scope of other authoritative accounting guidance, the Company bases the statement of operations classification for the payments received on a reasonable, rational analogy to authoritative accounting guidance, applied in a consistent manner. Conversely, if the collaboration arrangement is not within the scope of accounting guidance for collaboration arrangements, the Company assesses whether the collaboration arrangement represents a vendor/customer relationship. If the collaborative arrangement does not represent a vendor/customer relationship, the Company then classifies the funding payments received in the statement of operations and comprehensive loss as a reduction of the related expense that is incurred. In June 2019, the Company entered into a collaboration agreement with the Bill and Melinda Gates Medical Research Institute (the “Gates MRI”) and concluded that the agreement is within the scope of the accounting guidance for collaboration arrangements (see Note 11). Due to the cost-funded nature of the payments and the Company’s assessment that it does not have a vendor/customer relationship with the Gates MRI, the Company recognizes the funding received under the agreement as a reduction to the research and development expenses incurred, as the related expenses are incurred. Government Tax Incentives For available government tax incentives that the Company may earn without regard to the existence of taxable income and that require the Company to forego tax deductions or the use of future tax credits and net operating loss carryforwards, the Company classifies the funding recognized as a reduction of the related qualifying research and development expenses incurred. Since the fourth quarter of 2016, the Company’s operating subsidiary in Australia has met the eligibility requirements to receive a tax incentive for qualifying research and development activities (see Note 12). The Company recognizes these incentives as a reduction of research and development expenses in the consolidated statements of operations and comprehensive loss in the same period that the related qualifying expenses are incurred. Reductions of research and development expense recognized upon incurring qualifying expenses in advance of receipt of tax incentive payments are recorded in the consolidated balance sheet as tax incentive receivables. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including personnel salaries, share-based compensation and benefits, allocated facilities costs, depreciation, manufacturing expenses, costs related to the Company’s government contract and grant arrangements, and external costs of outside vendors engaged to conduct preclinical development activities, clinical trials as well as the cost of licensing technology. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred. Advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. Clinical Trial and other Research Contract Costs and Accruals The Company has entered into various research and development contracts with clinical research organizations and other companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. There may be instances in which payments made to these vendors exceed the level of service provided and will result in a prepayment of the expense. The Company records accruals for estimated ongoing research and clinical trial costs based on the services received and efforts expended pursuant to multiple contracts with these vendors. When evaluating the adequacy of the accrued liabilities, the Company analyzes the progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Share-Based Compensation The Company measures all share-based awards granted to employees and directors based on the fair value on the date of grant using the Black-Scholes option-pricing model. Compensation expense of those awards is recognized over the requisite service period, which is generally the vesting period of the respective award. The Company records the expense for awards with service-based conditions using the straight-line method over the requisite service period, net of any actual forfeitures. The Company has also granted certain awards subject to performance-based vesting eligibility and a subsequent partial time-based vesting schedule. The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with shareholders. For the three and nine months ended September 30, 2020 and 2019, these changes related to unrealized gains and losses on the Company’s available-for-sale marketable securities. Net Loss per Share The Company follows the two-class method when computing net income (loss) per share, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Net income (loss) per share attributable to common stockholders is calculated based on net income (loss) attributable to Spero Therapeutics, Inc. and excludes net income (loss) attributable to non-controlling interests. Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. Income Taxes In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (2017 Tax Act). Corporate taxpayers may carryback net operating losses (NOLs) originating during 2018 through 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for tax years beginning January 1, 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the three and nine months ended September 30, 2020, or to our net deferred tax assets as of September 30, 2020 Recently Issued and Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No 2016-13, Financial Instruments – Credit Losses (Topic 326). The Accounting Standards Codification 326, Financial Instruments- Credit Losses (“ASC 326”) requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. Under ASU 2016-13, the Company is required to use a current expected credit loss (“CECL”) model that immediately recognizes an estimate of credit losses that are expected to occur over the life of the financial instruments that are in the scope of the update, including trade receivables. The updated guidance also amends the previous other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments related to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position no longer impacts the determination of whether a credit loss exists. The Company adopted the guidance on January 1, 2020 with no impact. For available-for-sale securities, the updated guidance was applied prospectively. During the nine months ended September 30, 2020 , the impact of the COVID-19 pandemic on the Company’s available-for-sale securities was insignificant. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) (“ASU 2018-15”). The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted this standard as of January 1, 2020, on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This standard modifies certain disclosure requirements on fair value measurements. This standard became effective for us on January 1, 2020, and did not have a material impact on our disclosures. For the new disclosures regarding our Level 3 instruments, please read Note 3, Fair Value Measurements, to these condensed consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 . This standard makes targeted improvements for collaborative arrangements as follows: • Clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in ASC 606 should be applied, including recognition, measurement, presentation and disclosure requirements; • Adds unit-of-account guidance to ASC 808, Collaborative Arrangements, to align with the guidance in ASC 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of ASC 606; and • Precludes a company from presenting transactions with collaborative arrangement participants that are not directly related to sales to third parties with revenue recognized under ASC 606 if the collaborative arrangement participant is not a customer. This standard became effective for us on January 1, 2020, and did not have a material impact on our condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , amended guidance on the accounting and reporting of income taxes. The guidance is intended to simplify the accounting for income taxes by removing exceptions related to certain intraperiod tax allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The amended guidance is effective for interim and annual periods in 2021. Early adoption is permitted. The application of the amendments in the new guidance are to be applied on a retrospective basis, on a modified retrospective basis through a cumulative-effect adjustment to retained earnings or prospectively, depending on the amendment. The Company is currently evaluating the impact of adoption on its consolidated financial statements. |
Fair Value Measurements and Mar
Fair Value Measurements and Marketable Securities | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Marketable Securities | 3. Fair Value Measurements and Marketable Securities The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2020 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ — $ 122,629 $ — $ 122,629 Total cash equivalents — 122,629 — 122,629 Marketable securities: U.S. government securities — — — — Corporate bonds — 2,002 — 2,002 Commercial paper — — — — Total marketable securities — 2,002 — 2,002 Total cash equivalents and marketable securities $ — $ 124,631 $ — $ 124,631 Fair Value Measurements at December 31, 2019 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ — $ 26,751 $ — $ 26,751 Total cash equivalents — 26,751 — 26,751 Marketable securities: U.S. government securities — 16,797 — 16,797 Corporate bonds — 14,060 — 14,060 Commercial paper — 21,458 — 21,458 Total marketable securities — 52,315 — 52,315 Total cash equivalents and marketable securities $ — $ 79,066 $ — $ 79,066 Excluded from the tables above is cash of $2.6 million and $3.0 During the nine months ended September 30, 2020, there were no transfers between Level 1, Level 2 and Level 3 categories. Marketable Securities The Company’s marketable securities are classified as Level 2 assets under the fair value hierarchy as these assets were primarily determined from independent pricing sources, which generally derive security prices from recently reported trades for identical or similar securities. The Company evaluated debt securities with unrealized losses for any expected credit losses and determined unrealized losses on these securities were related to non-credit factors. Additionally, the Company currently does not intend to and is not required to sell these investments prior to an anticipated recovery in value. The following table summarizes the gross unrealized gains and losses of the Company’s marketable securities as of September 30, 2020, and December 31, 2019 September 30, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Assets: U.S. government securities $ — $ — $ — $ — Corporate bonds 2,001 1 — 2,002 Commercial paper — — — — $ 2,001 $ 1 $ — $ 2,002 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Assets: U.S. government securities $ 16,791 $ 6 $ — $ 16,797 Corporate bonds 14,050 12 (2 ) 14,060 Commercial paper 21,458 — — 21,458 $ 52,299 $ 18 $ (2 ) $ 52,315 As of September 30, 2020, and December 31, 2019 Anti-Dilution Rights In connection with the issuance of a non-controlling interest in Spero Gyrase, Inc., the Company granted anti-dilution rights to the minority investor. The Company classified the anti-dilution rights as a derivative liability on its consolidated balance sheet because they were freestanding instruments that represent a conditional obligation to issue a variable number of shares. The Company remeasured the derivative liability associated with the anti-dilution rights to fair value at each reporting date, and recognized changes in the fair value of the derivative liability as a component of other income (expense) in the consolidated statement of operations and comprehensive loss. The fair value of these derivative liabilities was determined using a discounted cash flow model. As of September 30, 2019, the Company’s fair value of the anti-dilution rights of $0.2 million related only to the anti-dilution rights held by the minority investor in Spero Gyrase, Inc. In November 2019, the Company repurchased 100% of the minority investor’s outstanding shares in Spero Gyrase, Inc. at a price per share of $0.001. As a result, as of September 30, 2020, there are no anti-dilution rights outstanding. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | 4. Leases Operating Leases In August 2015, the Company entered into an operating lease agreement with U.S. REIF Central Plaza Massachusetts, LLC (the “Landlord”) with respect to its corporate headquarters located at 675 Massachusetts Avenue, Cambridge, Massachusetts (the “Original Lease”). The term of the Original Lease commenced in January 2016 and was scheduled to expire in December 2020. Under the terms of the Original Lease, the Company provided a security deposit of $0.2 million to the Landlord, which is included in long-term assets in the accompanying condensed consolidated balance sheets. The Original Lease provided for annual rent escalations as well as tenant incentives in the amount of $0.7 million, of which $0.3 million would be reimbursed to the Landlord over the initial term of the Original Lease. On January 17, 2018, the Company entered into an amendment to the Original Lease (the “Amendment”). The Amendment made certain modifications to the Original Lease, including the addition of approximately 7,800 square feet of office space in the same building (the “Expansion Premises”) or O n Under the Second Amendment, the Company has two consecutive options to extend the Lease Term for an additional period of five years (the “Option Terms”), subject to certain conditions, upon notice to the Landlord. These renewal options were not included in the calculation of the operating lease assets and operating lease liabilities, as the renewal is not reasonably certain. The Second Amendment provides for annual base rent for the Second Expansion Premises of approximately $0.6 million in the first year of the Lease Term, which increases on an annual basis to approximately $0.7 million in the final year of the Lease Term, and annual base rent during the Option Terms to be calculated based on the Landlord’s good faith determination of 100% of the fair market rate for such Option Terms. The Company is also obligated to pay the Landlord certain costs, taxes and operating expenses, subject to certain exclusions. The Amendment also provides for $0.6 million from the Landlord for leasehold improvements on the Expansion Premises. On May 4, 2020, the Company entered into a third amendment to the Original Lease, as amended by the Second Amendment (the “Third Amendment”). The Third Amendment made certain modifications, including (i) amending the commencement date of the Second Expansion Premises with a term which began in August 2020, and (ii) an extension of the expiration date of all existing leases through July 2027. In July 2016, the Company entered into an agreement to lease laboratory space through November 30, 2019 from a sublessor, which required annual lease payments of $0.3 million, subject to certain escalations. This lease was terminated in August 2019. For the three and nine months ended September 30, 2020, the components of operating lease expense were as follows (in thousands): Three Months Ended Nine Months Ended Operating lease expense Statement of Operations Location September 30, 2020 September 30, 2020 Fixed operating lease expense Research and development expense $ 238 $ 568 General and administrative expense 102 273 Variable operating lease expense Research and development expense 26 65 General and administrative expense 22 42 Total operating lease expense $ 388 $ 948 Supplemental cash flow information related to the Company’s operating leases for the nine months ended September 30, 2020, was as follows (in thousands): September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 793 Embedded Finance Leases As part of our agreement with Meiji Seika Pharma Co. Ltd. (“Meiji”), the Company paid Meiji approximately $1.6 million during the three months ended December 31, 2018, related to fixed assets which will be used in manufacturing related activities at Meiji. The Company determined this equipment to be an embedded finance lease and has been capitalized as property and equipment in the condensed consolidated balance sheet as of September 30, 2020 and December 31, 2019. As this equipment was fully paid in 2018, there is no corresponding lease liability as of September 30, 2020 or December 31, 2020. The following table presents the lease balances within the condensed consolidated balance sheet, weighted average remaining lease term, and the weighted average discount rates related to the Company’s operating and finance leases as of September 30, 2020 (in thousands, except for the weighted average remaining lease term and the weighted average discount rate): Lease Assets and Liabilities Classification September 30, 2020 Assets Operating Operating lease right of use assets $ 7,313 Financing Property and equipment, net 803 Total leased assets $ 8,116 Liabilities Current Operating Operating lease liabilities $ 1,526 Non-Current Operating Non-current operating lease liabilities 6,503 Total lease liabilities $ 8,029 Weighted average remaining lease term 6.8 years Weighted average discount rate 9.8 % The following table presents the maturity of the Company’s operating lease liabilities as of September 30, 2020 (in thousands): Years Ending December 31, 2020 (remainder) $ 382 2021 947 2022 1,662 2023 1,690 2024 1,718 2025 1,746 Thereafter 3,113 Total future minimum lease payments 11,258 Less imputed interest (3,229 ) Total operating lease liabilities $ 8,029 Rent expense during the three and nine months ended September 30, 2020 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5 . Accrued Expenses and Other Current Liabilities The following table presents the Company’s accrued expenses and other current liabilities as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Accrued external research and development expenses $ 8,804 17,746 Accrued payroll and related expenses 2,625 2,630 Accrued professional fees 1,289 803 Accrued other 838 409 Total Accrued expenses and other current liabilities $ 13,556 $ 21,588 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Equity | 6. Equity Underwritten Public Offering On September 15, 2020, the Company completed an underwritten public offering of an aggregate of 4,785,000 shares of its common stock, and an aggregate of 3,215,000 shares of newly designated Series D Convertible Preferred Stock (“Series D Preferred Stock”). The price to the public in the offering was $10.00 per share with respect to the common stock and the Series D Preferred Stock. In addition, under the terms of the Underwriting Agreement, the Company granted the underwriters an option, exercisable for 30 days, to purchase up to 1,200,000 additional shares of common stock. The shares of Series D Preferred Stock are convertible on a one-to-one basis into shares of common stock at any time at the option of the holder, provided that the holder will be prohibited from converting the Series D Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of common stock then issued and outstanding, subject to certain exceptions. In the event of the Company’s liquidation, dissolution, or winding up, holders of Series D Preferred Stock will receive a payment equal to $0.001 per share of Series D Preferred Stock before any proceeds are distributed to the holders of common stock and equal to any distributions to the holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock. Shares of Series D Preferred Stock will generally have no voting rights, except as required by law and except that the consent of holders of a majority of the then outstanding Series D Preferred Stock will be required to amend the terms of the Series D Preferred Stock. As such, the Company has classified the Series D Preferred Stock within permanent equity in its consolidated balance sheet. The offering closed on September 15, 2020 with an aggregate public offering price of $80.0 million. Aggregate net proceeds from the offering were $74.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. Rights Offering On February 11, 2020, the Company announced a rights offering pursuant to which it distributed to holders of its common stock and Series A Convertible Preferred Stock (“Series A Preferred Stock”) and Series B Convertible Preferred Stock (“Series B Preferred Stock”), at no charge, non-transferable subscription rights to purchase shares of Spero common stock and Series C Convertible Preferred Stock (“Series C Preferred Stock”), with an aggregate offering value of $30.0 million. For each share of common stock (including shares of common stock issuable upon conversion of the Company’s outstanding shares of Series A Preferred Stock and Series B Preferred Stock) owned by holders of record as of 5:00 p.m., New York time, on February 10, 2020, the holders of such shares received 0.152 rights to purchase shares of Spero common stock (subject to the aggregate offering threshold and certain ownership limitations). Each whole right allowed holders to subscribe for one share of common stock at the subscription price equal to $9.00 per whole share (or an equivalent number of shares of Series C Preferred Stock). The total number of subscription rights issued to each stockholder was rounded down to the nearest whole number. The Rights Offering was fully backstopped by certain affiliates of BVF Partners L.P. (“BVF”), which agreed to purchase, at a minimum, their respective as-converted pro rata share of the offered shares under the Rights Offering, plus an additional amount of Common Stock or Series C Preferred Shares that are not subscribed by other purchasers in the Rights Offering, for a total of up to $30.0 million. At the closing of the rights offering on March 5, 2020, a total of 1,046,249 shares of the Company’s common stock and 2,287 shares of Series C Preferred Stock were issued for aggregate gross proceeds of $30.0 million. The aggregate issue costs related to the offering were $0.5 million. $20.6 million of the aggregate gross proceeds relates to the issuance of Series C and the associated issuance costs are $0.1 million. Each share of Series C Preferred Stock is convertible into 1,000 shares of Spero common stock at the election of the holder, subject to beneficial ownership conversion limits applicable to the Series C Preferred Stock. In the event of the Company’s liquidation, dissolution, or winding up, holders of Series C Preferred Stock will receive a payment equal to $0.001 per share of Series C Preferred Stock before any proceeds are distributed to the holders of Common Stock and equal to any distributions to the holders of the Series A Preferred Stock and Series B Preferred Stock. The Series C Preferred Stock have no voting rights, except as required by law. The Series C Preferred Stock does not have any mandatory redemption rights or other redemption rights that would be outside of the Company’s control. As such, the Company has classified the Series C Preferred Stock within permanent equity in its consolidated balance sheet. Upon issuance, each share of Series C Preferred Stock included an embedded beneficial conversion feature. The beneficial conversion feature arose because the market price of the Company’s common stock on the date of issuance of the Series C Preferred Stock was $9.22 per share as compared to an effective conversion price of the Series C Preferred Stock of $8.98 per share. As a result, the Company recorded the intrinsic value of the beneficial conversion feature of $0.5 million as a discount on the Series C Preferred Stock at issuance. Because the Series C Preferred Stock is immediately convertible upon issuance and does not include mandatory redemption provisions, the discount on the Series C Preferred Stock was immediately accreted. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Common Stock | 7 . Common Stock On December 3, 2018, the Company filed a universal shelf registration statement on Form S-3 (Registration No. 333-228661) with the SEC, which was declared effective on December 11, 2018, pursuant to which it registered for sale up to $200.0 million of any combination of its common stock, preferred stock, debt securities, warrants, rights and/or units from time to time and at prices and on terms that the Company may determine, including up to $50.0 million of its common stock available for issuance pursuant to an at-the-market offering program sales agreement that it entered into with Cantor Fitzgerald & Co. (“Cantor”). Under the sales agreement, Cantor may sell shares of the Company’s common stock by any method permitted by law deemed to be an “at the market” (“ATM”) offering as defined in Rule 415 of the Securities Act, subject to the terms of the sales agreement. The prospectus underlying the ATM offering program was terminated on September 9, 2020 in connection with the Company’s underwritten public offering that was completed in September 2020. At such time, the Company had raised approximately $15.4 million in sales of its common stock under the ATM offering program, prior to deducting sales commissions, and had remaining available capacity of approximately $34.6 million. On June 12, 2019, the Company entered into a securities purchase agreement with Novo Holdings A/S (“Novo”) to sell up to an aggregate of $10.0 million of its common stock, $0.001 par value per share, in two closings pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-228661). The initial closing occurred on June 14, 2019 and consisted of 465,983 shares of common stock sold at a price of $10.73 per share for gross proceeds of $5.0 million prior to deducting offering expenses. per share for gross proceeds of approximately $5.0 million prior to deducting offering expenses. In June 2019, a holder of the Company’s Series A Preferred stock elected to convert 500 shares into 500,000 shares of the Company’s common stock, pursuant to such holder’s rights under the certificate of designation for such Series A Preferred Stock. In March 2020, at the closing of the rights offering, a total of 1,046,249 shares of the Company’s common stock were issued with total gross proceeds of $9.4 million. The cost of offering incurred was $0.4 million. In September 2020, at the closing of the underwritten public offering, a total of 4,785,000 shares of common stock and 3,215,000 shares of Series D Preferred Stock were issued with an aggregate public offering price of $80.0 million. Aggregate net proceeds from the offering were $74.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. During the nine months ended September 30, 2020 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 8 . Share-Based Compensation The Company maintains two equity compensation plans: the 2017 Stock Incentive Plan (the “2017 Plan”) and the 2019 Inducement Equity Incentive Plan (the “2019 Inducement Plan”). In June 2020, the board of directors approved an increase of 700,000 shares of common stock for issuance under the 2019 Inducement Plan. Performance-based awards During 2019, the Company granted 100,000 options and 50,000 restricted stock units (“RSUs”) containing the same performance-based vesting criteria. These options and RSUs (the “Performance Awards”) are subject to performance-based vesting eligibility and a subsequent partial time-based vesting schedule. Specifically, the Performance Awards are eligible for vesting based on the achievement of performance criteria, each representing a 25% vesting opportunity if achieved within a specified time during the performance period (the “Performance Period”), and relating to (i) the release of tebipenem HBr top-line data; (ii) FDA acceptance of a tebipenem HBr New Drug Application; (iii) non-dilutive financing; and (iv) equity financing. Following the Performance Period, Performance Awards determined to be eligible for vesting as a result of achievement of the performance criteria will vest as follows: (a) 50% of the eligible award will vest immediately, and (b) the remaining eligible award will vest (i) in the case of options, in equal monthly installments ending two years after the Performance Period expiration, and (ii) in the case of RSUs, on such two year anniversary. The following table summarizes the activity of options and RSUs under the 2017 Plan containing performance-based vesting criteria during the nine months ended September 30, 2020: Number of Performance Based Option Shares Number of Performance Based RSU Shares Outstanding as of December 31, 2019 84,146 40,750 Granted - - Exercised - - Forfeited or cancelled (21,039 ) (10,189 ) Outstanding as of September 30, 2020 63,107 30,561 Stock Options The weighted-average grant date fair value of options, estimated as of the grant date using the Black-Scholes option pricing model, was $6.80 and $5.03 per option for those options granted during the nine months ended September 30, 2020 and 2019 Nine Months Ended September 30, 2020 2019 Risk-free interest rate 1.19 % 2.42 % Expected term (in years) 6.22 6.25 Expected volatility 79.9 % 74.7 % Expected dividend yield 0.0 % 0.0 % The following table summarizes stock option activity under all equity plans (excluding RSUs) during the nine months ended September 30, 2020: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2019 2,969,428 $ 8.13 7.94 $ 6,689 Granted 980,828 9.82 — — Exercised (161,714 ) 6.26 — — Forfeited or cancelled (109,159 ) 10.52 — — Outstanding as of September 30, 2020 3,679,383 $ 8.59 7.99 $ 10,317 Outstanding as of September 30, 2020 - vested and expected to vest 3,679,383 $ 8.59 7.99 $ 10,317 Exercisable at September 30, 2020 1,776,731 $ 7.80 7.23 $ 6,322 As of September 30, 2020, a total of 4,645,445 shares have been authorized and reserved for issuance under all equity plans and 935,501 shares were available for future issuance under such plans. Share-Based Compensation Expense The Company recorded share-based compensation expense related to incentive stock options, nonqualified stock options, stock grants, and stock-based awards in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Research and development expenses $ 584 $ 396 $ 1,638 $ 1,151 General and administrative expenses 615 585 1,885 1,696 Total $ 1,199 $ 981 $ 3,523 $ 2,847 No compensation expense was recognized associated with performance-based awards as none of the performance conditions were probable of achievement as of September 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9 . Commitments and Contingencies License Agreements The Company has entered into license agreements with various parties under which it is obligated to make contingent and non-contingent payments (see Note 11). Operating Leases The Company has entered into an operating lease agreement with U.S. REIF Central Plaza Massachusetts, LLC with respect to its corporate headquarters located at 675 Massachusetts Avenue, Cambridge, Massachusetts (see Note 4). Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of September 30, 2020 or December 31, 2019. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company would expense, as incurred, the costs related to any such legal proceedings. |
Government Contracts
Government Contracts | 9 Months Ended |
Sep. 30, 2020 | |
Contractors [Abstract] | |
Government Contracts | 1 0 . Government Contracts BARDA In July 2018, the Company was awarded a contract from Biomedical Advanced Research and Development Authority (“BARDA”) of up to $44.2 million to develop tebipenem HBr for the treatment of complicated urinary tract infections (“cUTI”) caused by antibiotic resistant Gram-negative bacteria and for assessment against biodefense pathogens. The award committed initial funding of $15.7 million over a three-year As part of an inter-agency collaboration between BARDA and the Defense Threat Reduction Agency (“DTRA”), a series of studies to assess the efficacy of tebipenem HBr in the treatment of infections caused by biodefense threats such as anthrax, plague and melioidosis will be conducted by the U.S. Army Medical Research Institute of Infectious Diseases (“USAMRIID”) under the direction of Spero. Because the FDA requires data from a human pneumonic disease as supportive of use of an antibiotic to treat a biothreat infection, the scope of the BARDA award includes the assessment of tebipenem HBr levels in the lung of healthy volunteers as well as a proof of concept clinical trial in pneumonia patients. DRTA provides up to $10.0 million, in addition to the total potential award from BARDA, to cover the cost of the nonclinical biodefense aspects of the collaboration program for tebipenem HBr. Together, the two agencies will provide up to $56.8 million in total funding for the clinical development and biodefense assessment of tebipenem HBr, of which $12.7 million is subject to the exercise of options by BARDA and Spero’s achievement of specified milestones. The Company recognized $3.8 million and $4.2 million of revenue under the BARDA award during the three months ended September 30, 2020 and 2019, respectively. The Company recognized $6.6 million and $9.4 million of revenue under the BARDA award during the nine months ended September 30, 2020 and 2019, respectively. U.S. Department of Defense On July 1, 2019, the Company received a $5.9 million award from the DoD Congressionally Directed Medical Research Programs (“CDMRP”) Joint Warfighter Medical Research Program. The funding will support the further clinical development of SPR206. The award commits non-dilutive funding of $5.9 million over a four-year nine months ended September 30, 2020 and 2019 In September 2016, the Company was awarded a cooperative agreement with the DoD to further develop anti-infective agents to combat Gram-negative bacteria. The agreement was initially structured as a single, two-year three and nine months ended September 30, 2020 NIAID In February 2017, the Company was awarded a grant from the U.S. National Institute of Allergy and Infectious Diseases, or NIAID In January 2019, the period of performance for this award was extended for an additional 12-month period In June 2016, the Company entered into agreements with Pro Bono Bio PLC (“PBB”), a corporation organized under the laws of England, and certain of its affiliates, including PBB Distributions Limited and Cantab Anti-Infectives Limited (“CAI”), in order to acquire certain intellectual property and government funding arrangements relating to SPR206. Under these agreements, CAI agreed to submit a request to NIAID to assign the then CAI-held NIAID contract to Spero, which was finalized in December 2017. The NIAID contract provides for development funding of up to $6.5 million over a base period and three option periods. As of December 31, 2018, funding for the base period and the first two option periods totaling $5.9 million have been committed. Spero shall pay PBB a percentage of funds received from NIAID up to a maximum of $1.3 million, of which $0.3 million was paid upfront to PBB as part of the agreement. The Company recognized $0.2 million and less than $0.1 million of revenue under this agreement during the three months ended September 30, 2020 and 2019, respectively. The Company recognized approximately $0.5 million and $0.8 million of revenue under this agreement during the nine months ended September 30, 2020 and 2019, respectively. |
License, Collaboration and Serv
License, Collaboration and Service Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
License, Collaboration and Service Agreements | 11. The Company has certain obligations under license agreements with third parties that include annual maintenance fees and payments that are contingent upon achieving various development, regulatory and commercial milestones. Pursuant to these license agreements, the Company is required to make milestone payments if certain development, regulatory and commercial milestones are achieved, and may have certain additional research funding obligations. Also, pursuant to the terms of each of these license agreements, when and if commercial sales of a product commence, the Company will pay royalties to its licensors on net sales of the respective products. Vaxart (formerly Aviragen) License Agreement Under the Company’s agreement with Vaxart for certain intellectual property and know-how relating to developing a gyrase inhibitor to develop therapies for Gram-negative infections, the Company was obligated to make milestone payments of up to an aggregate of $12.0 million upon the achievement of specified clinical, regulatory and commercial milestones and to pay royalties of low single-digit percentages based on net sales of products the Company acquired under the agreement. In November 2019, the Company and Vaxart entered into a stock repurchase agreement, which terminated all of the Company’s obligations to Vaxart. Cantab License Agreements Under the Cantab Agreements, the Company is obligated to make milestone payments of up to $5.8 million upon the achievement of specified clinical and regulatory milestones and a payment of £5.0 million ($6.4 million and $6.6 million as of September 30, 2020 and December 31, 2019, respectively) upon the achievement of a specified commercial milestone. In addition, the Company has agreed to pay to PBB royalties, on a product-by-product and country-by-country basis, of a low single-digit percentage based on net sales of products licensed under the agreement. During the three and nine months ended September 30, 2020 The Cantab Agreements continue indefinitely, with royalty payment obligations thereunder continuing on a product-by-product and country-by-country basis until the later of ten years after the first commercial sale of such product in such country or the expiration in such country of the last to expire valid claim of any of the applicable patents. Vertex License Agreement In May 2016, the Company entered into an agreement with Vertex Pharmaceuticals Incorporated (“Vertex”) whereby Vertex granted the Company certain know-how and a sublicense to research, develop, manufacture and sell products for a proprietary compound, as well as a transfer of materials. In exchange for the know-how, sublicense and materials, Spero paid Vertex an upfront, one-time, nonrefundable, non-creditable fee of $0.5 million, which was recognized as research and development expense. As part of the agreement, the Company is obligated to make future milestone payments of up to $81.1 million upon the achievement of specified clinical, regulatory and commercial milestones and to pay Vertex tiered royalties, on a product-by-product and country-by-country basis, of a mid single-digit to low double-digit percentage based on net sales of products licensed under the agreement. During the three and nine months ended September 30, 2020 The agreement continues in effect until the expiration of all payment obligations thereunder, with royalty payment obligations continuing on a product-by-product and country-by-country basis until the later of ten years after the first commercial sale of such product in such country or the date of expiration in such country of the last to expire applicable patent. Further, Vertex has the right to terminate the agreement if provided with notification from the Company of intent to cease all development or if no material development or commercialization efforts occur for one year. Meiji License Agreement In June 2017, the Company entered into agreements with Meiji Seika Pharma Co. Ltd. (“Meiji”), a Japanese corporation, whereby Meiji granted to the Company certain know-how and a license to research, develop, manufacture and sell products for a proprietary compound in the licensed territory. In exchange for the know-how and license, the Company paid Meiji an upfront, one-time, nonrefundable, non-creditable fee of $0.6 million, which was recognized as research and development expense. As part of the agreement, the Company is obligated to make milestone payments of up to $3.0 million upon the achievement of specified clinical and regulatory milestones, to pay royalties, on a product-by-product and country-by-country basis, of a low single-digit percentage based on net sales of products licensed under the agreement and to pay Meiji a low double-digit percentage of any sublicense fees received by the Company up to $7.5 million. In October 2017, the Company paid a $1.0 million milestone payment to Meiji upon the enrollment of the first patient in the Company’s Phase 1 clinical trial of tebipenem HBr. The payment was recorded as research and development expense in the statement of operations and comprehensive loss for the year ended December 31, 2017. Additionally, the Company paid Meiji approximately $1.6 million during the fourth quarter of 2018 related to fixed assets which will be used in manufacturing related activities at Meiji. This equipment has been capitalized as property and equipment in the condensed consolidated balance sheet as of September 30, 2020. The agreement continues in effect until the expiration of all payment obligations thereunder (including royalty payments and licensee revenue) on a product-by-product and country-by-country basis, unless earlier terminated by the parties. Pursuant to the terms of the agreement, in addition to each party’s right to terminate the agreement upon the other party’s material breach (if not cured within a specified period after receipt of notice) or insolvency, the Company also has unilateral termination rights (i) in the event that the Company abandons the development and commercialization of tebipenem HBr for efficacy, safety, legal or business factors, and (ii) under certain circumstances arising out of the head license with a global pharmaceutical company. Northern License Agreement The Company and Northern terminated this agreement effective January 1, 2020. Everest Medicines License Agreement On January 4, 2019, the Company, through its wholly owned subsidiary New Pharma License Holdings Limited (“NPLH”), entered into a license agreement (the “Everest License Agreement”), with Everest Medicines II Limited. Under the terms of the Everest License Agreement, the Company granted Everest an exclusive license to develop, manufacture and commercialize SPR206 or products that contain SPR206 (the “Licensed Products”), in Greater China (which includes Mainland China, Hong Kong and Macau), South Korea and certain Southeast Asian countries (the “Territory”). The Company retained development, manufacturing and commercialization rights with respect to SPR206 and Licensed Products in the rest of the world and also retained the right to develop or manufacture SPR206 and Licensed Products in the Territory for use outside the Territory. In addition to the license grant with respect to SPR206, the Company, through its wholly owned subsidiary, Spero Potentiator, Inc., a Delaware corporation, granted Everest a 12-month exclusive option to negotiate with it for an exclusive license to develop, manufacture and commercialize SPR741 in the Territory. Under the terms of the Everest License Agreement, the Company received an upfront payment of $3.0 million that was recognized in the first quarter of 2019, comprised of a $2.0 million payment to license SPR206 and $1.0 million for the exclusive option to negotiate a license to develop SPR741. The Company will receive a milestone payment of $2.0 million upon completion and delivery of the results of a clinical study and future milestones of up to $1.5 million if the Company chooses to complete a future clinical study. The Company may also receive up to an additional $55.0 million in milestone payments upon Everest’s achievement of certain developmental, regulatory and sales milestone events related to SPR206, which achievement cannot be guaranteed. The Company is also entitled to receive high single-digit to low double-digit royalties on net sales, if any, of Licensed Products in the Territory following regulatory approval of SPR206. Everest has the right to sublicense to affiliates and third parties in the Territory. Everest is responsible for all costs related to developing, obtaining regulatory approval of and commercializing SPR206 and Licensed Products in the Territory, and is obligated to use commercially reasonable efforts to develop, manufacture and commercialize Licensed Products, including to achieve certain specified diligence milestones within agreed-upon periods. A joint development committee will be established between the Company and Everest to coordinate and review the development, manufacturing and commercialization plans with respect to Licensed Products in the Territory. Unless earlier terminated due to certain material breaches of the contract, or otherwise, the Everest License Agreement will expire on a jurisdiction-by-jurisdiction and Licensed Product-by-Licensed Product basis upon the latest to occur of expiration of the last valid claim under a licensed patent in such jurisdiction, the expiration of regulatory exclusivity in such jurisdiction or ten years after the first commercial sale of such Licensed Product in such jurisdiction. The Everest License Agreement may be terminated in its entirety by Everest upon 90 or 180 days’ prior written notice, depending on the stage of development of the initial Licensed Product. Accounting Analysis and Revenue Recognition The following table shows the performance obligations, along with their SSP and the transaction price allocated to the performance obligations (in thousands) identified by the Company for the Everest Medicines License Agreement: Standalone Transaction Selling Price Performance Obligations Price Allocated Recognition Method License and know-how transfer (1) $ 9,858 $ 3,553 Fully satisfied; recognized upon delivery of the license Exclusive option on SPR741 400 144 Recognized in Q4 2019 upon the return of the IP rights to Northern Research and development services (2) 3,614 1,303 Recognized over time as services are delivered through the completion date $ 5,000 (1) The standalone selling price for the license and know-how transfer was determined using the residual approach, corroborated by internal cost estimates. (2) The standalone selling price for the research and development services was estimated using management’s best estimate of the cost of obtaining these services at arm’s length from a third-party provider and using internal full-time equivalent costs to support the development services. During the three and nine months ended September 30, 2020 Gates MRI Collaboration Agreement In June 2019, the Company entered into a collaboration with Gates MRI to develop SPR720 for the treatment of lung infections caused by Mycobacterium tuberculosis. In furtherance of the Gates MRI’s charitable purposes, the Company also granted to Gates MRI a no-cost, exclusive license to develop, manufacture and commercialize SPR720 for the treatment of tuberculosis (“TB”) in low- and middle- income countries. The Gates MRI is responsible for formulating and funding its own research plan for the development of SPR720 for TB. As such, Gates MRI will conduct and fund preclinical and clinical studies for the development of SPR720 against TB. In addition, Gates MRI and the Company will jointly design and manage certain collaborative research activities, which the Company will perform and which will be funded by the Gates MRI. Due to the cost-funded nature of the payments and the Company’s assessment that it does not have a vendor/customer relationship with the Gates MRI, the Company will recognize the funding received under the agreement as a reduction to the research and development expenses incurred, as the related expenses are incurred. During the three and nine months ended September 30, 2020, the Company recorded Savior Service Agreement In November 2018, the Company entered into a service agreement with Savior Lifetec Corporation (“Savior”) to perform technology transfer, process development, analytical method development and testing and formulation development for tebipenem HBr. Per the terms of the agreement, the Company paid Savior a non-refundable supervision fee of approximately $2.0 million to manage the buildout of a commercial manufacturing facility. The supervision fee is classified as a prepaid asset on the Company’s balance sheet and is being amortized over a 30-month service period. The Company has paid Savior an additional $5.1 million for facility build out costs, which is classified as a long-term asset on the Company’s balance sheet as of September 30, 2020. |
Australia Research and Developm
Australia Research and Development Tax Incentive | 9 Months Ended |
Sep. 30, 2020 | |
Research And Development [Abstract] | |
Australia Research and Development Tax Incentive | 1 2 . Australia Research and Development Tax Incentive The Australian government has established a research and development tax incentive to encourage industry investment in research and development, which is available to companies incorporated under Australian law that have core research and development activities. In September 2016, the Company established Spero Potentiator Australia Pty Limited to carry out certain research and development activities. As this subsidiary meets the eligibility requirements of the Australian tax law, it is eligible to receive The Company recorded less than $0.1 million and $0.3 million during the three and nine months ended September 30, 2020, respectively, and $0.1 million and $0.3 million during the three and nine months ended September 30, 2019, respectively, a reduction to research and development expenses in the consolidated statements of operations and comprehensive loss associated with this tax incentive, representing 43.5% of the Company’s qualified research and development spending in Australia. December 31, 2019 |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 1 3 . Net Loss per Share Basic and diluted net loss per share attributable to common stockholders of Spero Therapeutics, Inc. was calculated as follows (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Net loss $ (18,936 ) $ (17,717 ) $ (59,695 ) $ (35,939 ) Deemed dividend — — (549 ) — Net loss attributable to common stockholders $ (18,936 ) $ (17,717 ) $ (60,244 ) $ (35,939 ) Denominator: Weighted average common shares outstanding, basic and diluted 21,933,922 18,659,079 20,712,720 17,859,829 Net loss per share, basic and diluted $ (0.86 ) $ (0.95 ) $ (2.91 ) $ (2.01 ) The net loss applicable to common stockholders for the nine months ended September 30, 2020 did not equal net loss due to the accretion of the beneficial conversion feature of Series C Preferred Stock in the amount of $0.5 million. The beneficial conversion feature was initially recorded as a discount on the Series C Preferred Stock with a corresponding amount recorded to Additional Paid-in Capital. The discount on the Series C Preferred Stock was then immediately written off as a deemed dividend as the Series C Preferred Stock does not have a stated redemption date and is immediately convertible at the option of the holder. The Company excluded potentially dilutive securities from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders of Spero Therapeutics, Inc. is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Options to purchase common stock 3,679,383 3,094,930 3,679,383 3,094,930 Unvested restricted stock units 30,561 50,000 30,561 50,000 Series A convertible preferred stock (as converted to common shares) 1,720,000 1,720,000 1,720,000 1,720,000 Series B convertible preferred stock (as converted to common shares) 1,000,000 1,000,000 1,000,000 1,000,000 Series C convertible preferred stock (as converted to common shares) 2,287,000 — 2,287,000 — Series D convertible preferred stock (as converted to common shares) 3,215,000 — 3,215,000 — 11,931,944 5,864,930 11,931,944 5,864,930 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 4 . Subsequent Events Pursuant to the Underwriting Agreement entered into on September 10, 2020, the Company granted the underwriters an option, exercisable for 30 days, to purchase up to 1,200,000 additional shares of its common stock. In October 2020, the Company delivered the Clinical Study Report covering the SAD/MAD Phase 1 Clinical Trial of SPR206, and pursuant to the Everest License Agreement, invoiced Everest for the $2.0 million milestone. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, the accrual for clinical trial costs and other research and development expenses, and the valuation of share-based awards. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including expenses, manufacturing, clinical trials, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. The Company has contemplated the impact of COVID-19 within its financial statements and is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. There may be changes to those estimates in future periods. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Actual results may differ from those estimates or assumptions. |
Segment Information | Segment information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is on identifying, developing and commercializing novel treatments for MDR bacterial infections. All of the Company’s tangible assets are held in the United States. |
Consolidation | Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company evaluates each of its subsidiaries to determine whether the entity represents a variable interest entity (“VIE”), for which consolidation should be evaluated under the VIE model, or, alternatively, if the entity is a voting interest entity, for which consolidation should be evaluated using the voting interest model. The Company has concluded that none of its subsidiaries is a VIE and has consolidated each subsidiary under the voting interest model because it has majority voting control of each subsidiary. Ownership interests in the Company’s subsidiaries that are held by entities other than the Company are reported as non-controlling interests in the consolidated balance sheets. Losses attributed to non-controlling interests and to the Company are reported separately in the consolidated statements of operations and comprehensive loss. In November 2019, the Company repurchased 100% of the minority investor’s outstanding shares in Spero Gyrase and as a result, as of December 31, 2019, the Company no longer reported a non-controlling interest in Spero Gyrase. |
Concentrations of Credit Risk and of Significant Suppliers | Concentrations of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains most of its cash and cash equivalents at one accredited financial institution. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply it with its requirements for the active pharmaceutical ingredients and formulated drugs related to these programs. These programs could be adversely affected by a significant interruption in the supply of active pharmaceutical ingredients and formulated drugs. As of September 30, 2020 |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction to additional paid-in capital generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. As of September 30, 2020 |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and money market instruments. |
Marketable Securities | Marketable Securities Marketable securities consist of investments with original maturities greater than 90 days. The Company considers its portfolio of investments to be available-for-sale. Accordingly, these investments are recorded at fair value, which is based on quoted market prices. Investments with maturities beyond one year are generally classified as short term, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses and declines in value are included as a component of other income (expense), net based on the specific identification method. The Company evaluates debt securities with an unrealized loss to determine whether there may be a credit impairment. The Company also assesses its intent to sell the security and whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost. Any credit impairments are recorded through an allowance account. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense are recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Computer software and equipment 3 years Office furniture and equipment 7 years Manufacturing equipment 5 years Leasehold improvements Shorter of life of lease or 5 years Costs for capital assets not yet placed into service are capitalized as construction in progress and are depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of property and equipment. |
Leases | Leases Effective January 1, 2019, the Company adopted ASC Topic 842, Leases Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. As of September 30, 2020, the Company had no short-term leases with terms of one year or less. Options to renew a lease are not included in the Company’s initial lease term assessment unless there is reasonable certainty that the Company will renew. The Company monitors its plans to renew its material leases on a quarterly basis. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate (“IBR”), which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, and in a similar economic environment. Since the Company does not have any debt and has not been rated by any major credit rating agency, the Company’s IBR was estimated by developing a synthetic credit rating for the Company. In transitioning to ASC 842, the Company utilized the remaining lease term of its leases in determining the appropriate incremental borrowing rates. In accordance with ASC 842, components of a lease should be split into three categories: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, consumables, etc.), and non-components (e.g., property taxes, insurance, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Although separation of lease and non-lease components is required, certain practical expedients are available. Entities may elect the practical expedient to not separate lease and non-lease components. In making this election, entities would account for each lease component and the related non-lease component together as a single component. For new and amended leases beginning in 2019 and after, the Company has elected to account for the lease and non-lease components together as a single lease component. |
Other Assets | Other Assets Other assets consist of long-term prepayments and deposits. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment and operating lease right-of-use assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and derivative liabilities are carried at fair value, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term nature of these liabilities. |
Collaboration Agreements | Collaboration Agreements For collaboration agreements with a third party, to determine the appropriate statement of operations classification of the recognized funding, the Company first assesses whether the collaboration arrangement is within the scope of the accounting guidance for collaboration arrangements. If it is, the Company evaluates the collaborative arrangement for proper classification in the statement of operations based on the nature of the underlying activity and the Company assesses the payments to and from the collaborative partner. If the payments to and from the collaborative partner are not within the scope of other authoritative accounting guidance, the Company bases the statement of operations classification for the payments received on a reasonable, rational analogy to authoritative accounting guidance, applied in a consistent manner. Conversely, if the collaboration arrangement is not within the scope of accounting guidance for collaboration arrangements, the Company assesses whether the collaboration arrangement represents a vendor/customer relationship. If the collaborative arrangement does not represent a vendor/customer relationship, the Company then classifies the funding payments received in the statement of operations and comprehensive loss as a reduction of the related expense that is incurred. In June 2019, the Company entered into a collaboration agreement with the Bill and Melinda Gates Medical Research Institute (the “Gates MRI”) and concluded that the agreement is within the scope of the accounting guidance for collaboration arrangements (see Note 11). Due to the cost-funded nature of the payments and the Company’s assessment that it does not have a vendor/customer relationship with the Gates MRI, the Company recognizes the funding received under the agreement as a reduction to the research and development expenses incurred, as the related expenses are incurred. |
Government Tax Incentives | Government Tax Incentives For available government tax incentives that the Company may earn without regard to the existence of taxable income and that require the Company to forego tax deductions or the use of future tax credits and net operating loss carryforwards, the Company classifies the funding recognized as a reduction of the related qualifying research and development expenses incurred. Since the fourth quarter of 2016, the Company’s operating subsidiary in Australia has met the eligibility requirements to receive a tax incentive for qualifying research and development activities (see Note 12). The Company recognizes these incentives as a reduction of research and development expenses in the consolidated statements of operations and comprehensive loss in the same period that the related qualifying expenses are incurred. Reductions of research and development expense recognized upon incurring qualifying expenses in advance of receipt of tax incentive payments are recorded in the consolidated balance sheet as tax incentive receivables. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including personnel salaries, share-based compensation and benefits, allocated facilities costs, depreciation, manufacturing expenses, costs related to the Company’s government contract and grant arrangements, and external costs of outside vendors engaged to conduct preclinical development activities, clinical trials as well as the cost of licensing technology. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred. Advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed. |
Clinical Trial and other Research Contract Costs and Accruals | Clinical Trial and other Research Contract Costs and Accruals The Company has entered into various research and development contracts with clinical research organizations and other companies both inside and outside of the United States. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. There may be instances in which payments made to these vendors exceed the level of service provided and will result in a prepayment of the expense. The Company records accruals for estimated ongoing research and clinical trial costs based on the services received and efforts expended pursuant to multiple contracts with these vendors. When evaluating the adequacy of the accrued liabilities, the Company analyzes the progress of the studies or trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. |
Share-Based Compensation | Share-Based Compensation The Company measures all share-based awards granted to employees and directors based on the fair value on the date of grant using the Black-Scholes option-pricing model. Compensation expense of those awards is recognized over the requisite service period, which is generally the vesting period of the respective award. The Company records the expense for awards with service-based conditions using the straight-line method over the requisite service period, net of any actual forfeitures. The Company has also granted certain awards subject to performance-based vesting eligibility and a subsequent partial time-based vesting schedule. The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with shareholders. For the three and nine months ended September 30, 2020 and 2019, these changes related to unrealized gains and losses on the Company’s available-for-sale marketable securities. |
Net Loss per Share | Net Loss per Share The Company follows the two-class method when computing net income (loss) per share, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Net income (loss) per share attributable to common stockholders is calculated based on net income (loss) attributable to Spero Therapeutics, Inc. and excludes net income (loss) attributable to non-controlling interests. Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. |
Income Taxes | Income Taxes In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (2017 Tax Act). Corporate taxpayers may carryback net operating losses (NOLs) originating during 2018 through 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for tax years beginning January 1, 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the three and nine months ended September 30, 2020, or to our net deferred tax assets as of September 30, 2020 |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No 2016-13, Financial Instruments – Credit Losses (Topic 326). The Accounting Standards Codification 326, Financial Instruments- Credit Losses (“ASC 326”) requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. Under ASU 2016-13, the Company is required to use a current expected credit loss (“CECL”) model that immediately recognizes an estimate of credit losses that are expected to occur over the life of the financial instruments that are in the scope of the update, including trade receivables. The updated guidance also amends the previous other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments related to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position no longer impacts the determination of whether a credit loss exists. The Company adopted the guidance on January 1, 2020 with no impact. For available-for-sale securities, the updated guidance was applied prospectively. During the nine months ended September 30, 2020 , the impact of the COVID-19 pandemic on the Company’s available-for-sale securities was insignificant. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) (“ASU 2018-15”). The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted this standard as of January 1, 2020, on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This standard modifies certain disclosure requirements on fair value measurements. This standard became effective for us on January 1, 2020, and did not have a material impact on our disclosures. For the new disclosures regarding our Level 3 instruments, please read Note 3, Fair Value Measurements, to these condensed consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 . This standard makes targeted improvements for collaborative arrangements as follows: • Clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, all the guidance in ASC 606 should be applied, including recognition, measurement, presentation and disclosure requirements; • Adds unit-of-account guidance to ASC 808, Collaborative Arrangements, to align with the guidance in ASC 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of ASC 606; and • Precludes a company from presenting transactions with collaborative arrangement participants that are not directly related to sales to third parties with revenue recognized under ASC 606 if the collaborative arrangement participant is not a customer. This standard became effective for us on January 1, 2020, and did not have a material impact on our condensed consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , amended guidance on the accounting and reporting of income taxes. The guidance is intended to simplify the accounting for income taxes by removing exceptions related to certain intraperiod tax allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The amended guidance is effective for interim and annual periods in 2021. Early adoption is permitted. The application of the amendments in the new guidance are to be applied on a retrospective basis, on a modified retrospective basis through a cumulative-effect adjustment to retained earnings or prospectively, depending on the amendment. The Company is currently evaluating the impact of adoption on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Assets | Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense are recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Laboratory equipment 5 years Computer software and equipment 3 years Office furniture and equipment 7 years Manufacturing equipment 5 years Leasehold improvements Shorter of life of lease or 5 years |
Fair Value Measurements and M_2
Fair Value Measurements and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at September 30, 2020 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ — $ 122,629 $ — $ 122,629 Total cash equivalents — 122,629 — 122,629 Marketable securities: U.S. government securities — — — — Corporate bonds — 2,002 — 2,002 Commercial paper — — — — Total marketable securities — 2,002 — 2,002 Total cash equivalents and marketable securities $ — $ 124,631 $ — $ 124,631 Fair Value Measurements at December 31, 2019 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ — $ 26,751 $ — $ 26,751 Total cash equivalents — 26,751 — 26,751 Marketable securities: U.S. government securities — 16,797 — 16,797 Corporate bonds — 14,060 — 14,060 Commercial paper — 21,458 — 21,458 Total marketable securities — 52,315 — 52,315 Total cash equivalents and marketable securities $ — $ 79,066 $ — $ 79,066 |
Summary of Gross Unrealized Gains and Losses of Marketable Securities | The following table summarizes the gross unrealized gains and losses of the Company’s marketable securities as of September 30, 2020, and December 31, 2019 September 30, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Assets: U.S. government securities $ — $ — $ — $ — Corporate bonds 2,001 1 — 2,002 Commercial paper — — — — $ 2,001 $ 1 $ — $ 2,002 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Assets: U.S. government securities $ 16,791 $ 6 $ — $ 16,797 Corporate bonds 14,050 12 (2 ) 14,060 Commercial paper 21,458 — — 21,458 $ 52,299 $ 18 $ (2 ) $ 52,315 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Summary of Components of Operating Lease Expense | For the three and nine months ended September 30, 2020, the components of operating lease expense were as follows (in thousands): Three Months Ended Nine Months Ended Operating lease expense Statement of Operations Location September 30, 2020 September 30, 2020 Fixed operating lease expense Research and development expense $ 238 $ 568 General and administrative expense 102 273 Variable operating lease expense Research and development expense 26 65 General and administrative expense 22 42 Total operating lease expense $ 388 $ 948 |
Summary of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to the Company’s operating leases for the nine months ended September 30, 2020, was as follows (in thousands): September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 793 |
Summary of Lease Balances Related to Operating and Finance Leases Except Weighted Average Remaining Lease Term And Discount Rate | The following table presents the lease balances within the condensed consolidated balance sheet, weighted average remaining lease term, and the weighted average discount rates related to the Company’s operating and finance leases as of September 30, 2020 (in thousands, except for the weighted average remaining lease term and the weighted average discount rate): Lease Assets and Liabilities Classification September 30, 2020 Assets Operating Operating lease right of use assets $ 7,313 Financing Property and equipment, net 803 Total leased assets $ 8,116 Liabilities Current Operating Operating lease liabilities $ 1,526 Non-Current Operating Non-current operating lease liabilities 6,503 Total lease liabilities $ 8,029 Weighted average remaining lease term 6.8 years Weighted average discount rate 9.8 % |
Summary of Maturity of Operating Lease Liabilities | The following table presents the maturity of the Company’s operating lease liabilities as of September 30, 2020 (in thousands): Years Ending December 31, 2020 (remainder) $ 382 2021 947 2022 1,662 2023 1,690 2024 1,718 2025 1,746 Thereafter 3,113 Total future minimum lease payments 11,258 Less imputed interest (3,229 ) Total operating lease liabilities $ 8,029 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | The following table presents the Company’s accrued expenses and other current liabilities as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Accrued external research and development expenses $ 8,804 17,746 Accrued payroll and related expenses 2,625 2,630 Accrued professional fees 1,289 803 Accrued other 838 409 Total Accrued expenses and other current liabilities $ 13,556 $ 21,588 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Assumptions Used to Determine Fair Value of Stock Option Awards Granted to Employees and Directors | Key assumptions used to apply this pricing model were as follows: Nine Months Ended September 30, 2020 2019 Risk-free interest rate 1.19 % 2.42 % Expected term (in years) 6.22 6.25 Expected volatility 79.9 % 74.7 % Expected dividend yield 0.0 % 0.0 % |
Summary of Stock Option Activity | The following table summarizes stock option activity under all equity plans (excluding RSUs) during the nine months ended September 30, 2020: Number of Shares Weighted Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2019 2,969,428 $ 8.13 7.94 $ 6,689 Granted 980,828 9.82 — — Exercised (161,714 ) 6.26 — — Forfeited or cancelled (109,159 ) 10.52 — — Outstanding as of September 30, 2020 3,679,383 $ 8.59 7.99 $ 10,317 Outstanding as of September 30, 2020 - vested and expected to vest 3,679,383 $ 8.59 7.99 $ 10,317 Exercisable at September 30, 2020 1,776,731 $ 7.80 7.23 $ 6,322 |
Summary of Share-Based Compensation Expense | The Company recorded share-based compensation expense related to incentive stock options, nonqualified stock options, stock grants, and stock-based awards in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Research and development expenses $ 584 $ 396 $ 1,638 $ 1,151 General and administrative expenses 615 585 1,885 1,696 Total $ 1,199 $ 981 $ 3,523 $ 2,847 |
Performance-based Vesting Criteria [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Activity of Options and RSUs of Performance-Based Options | The following table summarizes the activity of options and RSUs under the 2017 Plan containing performance-based vesting criteria during the nine months ended September 30, 2020: Number of Performance Based Option Shares Number of Performance Based RSU Shares Outstanding as of December 31, 2019 84,146 40,750 Granted - - Exercised - - Forfeited or cancelled (21,039 ) (10,189 ) Outstanding as of September 30, 2020 63,107 30,561 |
License, Collaboration and Se_2
License, Collaboration and Service Agreements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Performance Obligation Along with Standalone Selling Price and Transaction Price Allocated | The following table shows the performance obligations, along with their SSP and the transaction price allocated to the performance obligations (in thousands) identified by the Company for the Everest Medicines License Agreement: Standalone Transaction Selling Price Performance Obligations Price Allocated Recognition Method License and know-how transfer (1) $ 9,858 $ 3,553 Fully satisfied; recognized upon delivery of the license Exclusive option on SPR741 400 144 Recognized in Q4 2019 upon the return of the IP rights to Northern Research and development services (2) 3,614 1,303 Recognized over time as services are delivered through the completion date $ 5,000 (1) The standalone selling price for the license and know-how transfer was determined using the residual approach, corroborated by internal cost estimates. (2) The standalone selling price for the research and development services was estimated using management’s best estimate of the cost of obtaining these services at arm’s length from a third-party provider and using internal full-time equivalent costs to support the development services. |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders of Spero Therapeutics, Inc. was calculated as follows (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Net loss $ (18,936 ) $ (17,717 ) $ (59,695 ) $ (35,939 ) Deemed dividend — — (549 ) — Net loss attributable to common stockholders $ (18,936 ) $ (17,717 ) $ (60,244 ) $ (35,939 ) Denominator: Weighted average common shares outstanding, basic and diluted 21,933,922 18,659,079 20,712,720 17,859,829 Net loss per share, basic and diluted $ (0.86 ) $ (0.95 ) $ (2.91 ) $ (2.01 ) |
Summary of Shares Excluded From the Computation of Diluted Net Loss Per Share Attributable to Common Stockholders | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Options to purchase common stock 3,679,383 3,094,930 3,679,383 3,094,930 Unvested restricted stock units 30,561 50,000 30,561 50,000 Series A convertible preferred stock (as converted to common shares) 1,720,000 1,720,000 1,720,000 1,720,000 Series B convertible preferred stock (as converted to common shares) 1,000,000 1,000,000 1,000,000 1,000,000 Series C convertible preferred stock (as converted to common shares) 2,287,000 — 2,287,000 — Series D convertible preferred stock (as converted to common shares) 3,215,000 — 3,215,000 — 11,931,944 5,864,930 11,931,944 5,864,930 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Nature Of Business And Basis Of Presentation [Abstract] | |||||
Net loss | $ 18,900 | $ 17,700 | $ 59,700 | $ 35,900 | |
Accumulated deficit | $ 259,122 | $ 259,122 | $ 199,427 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Off-balance sheet risk | As of September 30, 2020, and December 31, 2019, the Company had no off-balance sheet risk such as foreign exchange contracts, option contracts, or other hedging arrangements. | ||
Deferred offering costs | $ 0 | $ 0 | |
CARES act eliminated percentage on limitation of taxable income | 80.00% | ||
Percentage of adjusted taxable income plus business interest income | 50.00% | ||
Percentage of limitation on adjusted taxable income plus business interest income under 2017 tax act | 30.00% | ||
CARES act Percentage of corporate charitable deduction limitation on taxable income | 25.00% | ||
CARES act eligible cost-recovery period | 15 years | ||
CARES act percentage of bonus depreciation | 100.00% | ||
ASU No 2016-13 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2018-15 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
Change in accounting principle, accounting standards update, transition option elected [Extensible List] | us-gaap:AccountingStandardsUpdate201815ProspectiveMember | ||
ASU No. 2018-13 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU No. 2018-18 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
CARES act net operating loss carryback period | 5 years | ||
Spero Gyrase, Inc. [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Repurchase ownership percentage | 100.00% | ||
Non-controlling interests | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Detail) | 9 Months Ended |
Sep. 30, 2020 | |
Laboratory Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer Software and Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 3 years |
Office Furniture and Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 7 years |
Manufacturing Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful life | Shorter of life of lease or 5 years |
Fair Value Measurements and M_3
Fair Value Measurements and Marketable Securities - Summary of Financial Assets and Liabilities Measured at Fair Value Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Cash equivalents: | ||
Total cash equivalents | $ 2,600 | $ 3,000 |
Fair Value, Measurements, Recurring [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 122,629 | 26,751 |
Marketable securities: | ||
Total marketable securities | 2,002 | 52,315 |
Total cash equivalents and marketable securities | 124,631 | 79,066 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 122,629 | 26,751 |
Marketable securities: | ||
Total marketable securities | 2,002 | 52,315 |
Total cash equivalents and marketable securities | 124,631 | 79,066 |
Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 122,629 | 26,751 |
Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | Level 2 [Member] | ||
Cash equivalents: | ||
Total cash equivalents | 122,629 | 26,751 |
Fair Value, Measurements, Recurring [Member] | U.S. Government Securities [Member] | ||
Marketable securities: | ||
Total marketable securities | 16,797 | |
Fair Value, Measurements, Recurring [Member] | U.S. Government Securities [Member] | Level 2 [Member] | ||
Marketable securities: | ||
Total marketable securities | 16,797 | |
Fair Value, Measurements, Recurring [Member] | Corporate Bonds [Member] | ||
Marketable securities: | ||
Total marketable securities | 2,002 | 14,060 |
Fair Value, Measurements, Recurring [Member] | Corporate Bonds [Member] | Level 2 [Member] | ||
Marketable securities: | ||
Total marketable securities | $ 2,002 | 14,060 |
Fair Value, Measurements, Recurring [Member] | Commercial Paper [Member] | ||
Marketable securities: | ||
Total marketable securities | 21,458 | |
Fair Value, Measurements, Recurring [Member] | Commercial Paper [Member] | Level 2 [Member] | ||
Marketable securities: | ||
Total marketable securities | $ 21,458 |
Fair Value Measurements and M_4
Fair Value Measurements and Marketable Securities - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Nov. 30, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total cash | $ 2,600,000 | $ 2,600,000 | $ 3,000,000 | |||
Fair value assets level 1 to level 2 transfers | 0 | 0 | ||||
Fair value assets level 2 to level 1 transfers | 0 | 0 | ||||
Fair value liabilities level 1 to level 2 transfers | 0 | 0 | ||||
Fair value liabilities level 2 to level 1 transfers | $ 0 | 0 | ||||
Transfer of financial asset into level 3 of fair value | 0 | |||||
Transfer of financial liabilities into level 3 of fair value | $ 0 | |||||
Anti-dilution rights outstanding | 11,931,944 | 5,864,930 | 11,931,944 | 5,864,930 | ||
Spero Gyrase, Inc. [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Percentage of minority investor outstanding shares repurchased | 100.00% | |||||
Repurchase price per share | $ 0.001 | |||||
Anti-dilution rights outstanding | 0 | |||||
Spero Gyrase, Inc. [Member] | Anti-dilution Rights [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative liabilities | $ 200,000 | $ 200,000 |
Fair Value Measurements and M_5
Fair Value Measurements and Marketable Securities - Summary of Gross Unrealized Gains and Losses of Marketable Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 2,001 | $ 52,299 |
Gross Unrealized Gains | 1 | 18 |
Gross Unrealized Losses | (2) | |
Fair Value | 2,002 | 52,315 |
U.S. Government Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 16,791 | |
Gross Unrealized Gains | 6 | |
Fair Value | 16,797 | |
Corporate Bonds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 2,001 | 14,050 |
Gross Unrealized Gains | 1 | 12 |
Gross Unrealized Losses | (2) | |
Fair Value | $ 2,002 | 14,060 |
Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 21,458 | |
Fair Value | $ 21,458 |
Leases - Additional Information
Leases - Additional Information (Detail) | May 04, 2020 | Dec. 16, 2019USD ($)ft²Option | Jan. 17, 2018USD ($)ft² | Aug. 31, 2019 | Jul. 31, 2016USD ($) | Aug. 31, 2015USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Lessee Lease Description [Line Items] | ||||||||||
Lease payments | $ 793,000 | |||||||||
Rent expense | $ 400,000 | 900,000 | ||||||||
Meiji License Agreement [Member] | ||||||||||
Lessee Lease Description [Line Items] | ||||||||||
Embedded finance leases fixed assets related payments | $ 1,600,000 | |||||||||
Finance lease liability | $ 0 | $ 0 | ||||||||
Meiji License Agreement [Member] | Scenario Forecast [Member] | ||||||||||
Lessee Lease Description [Line Items] | ||||||||||
Finance lease liability | $ 0 | |||||||||
Office Space [Member] | ||||||||||
Lessee Lease Description [Line Items] | ||||||||||
Operating lease beginning date | 2016-01 | |||||||||
Operating lease expiration date | 2020-12 | |||||||||
Operating lease, existence of option to extend | true | |||||||||
Security deposit | $ 200,000 | |||||||||
Annual rent escalations and tenant incentives | 700,000 | |||||||||
Amount reimbursed | $ 300,000 | |||||||||
Office Space [Member] | Lease Agreements [Member] | Cambridge, Massachusetts [Member] | U.S. REIF Central Plaza Massachusetts, LLC [Member] | ||||||||||
Lessee Lease Description [Line Items] | ||||||||||
Operating lease beginning date | 2020-08 | 2020-06 | ||||||||
Operating lease expiration date | 2027-07 | 2027-05 | ||||||||
Operating lease, existence of option to extend | true | true | ||||||||
Area of office space | ft² | 7,800 | 7,800 | ||||||||
Term of lease | 7 years | |||||||||
Lease expiration term | 2025-12 | |||||||||
Leasehold improvements receivable from the Landlord | $ 600,000 | $ 400,000 | ||||||||
Number of renewal options | Option | 2 | |||||||||
Lease renewal term | 5 years | |||||||||
Operating lease, option to extend | the Company has two consecutive options to extend the Lease Term for an additional period of five years (the “Option Terms”), subject to certain conditions, upon notice to the Landlord. | |||||||||
Operating leases annual base rent initial | $ 600,000 | |||||||||
Operating leases annual base rent final | $ 700,000 | |||||||||
Operating lease percentage of annual base rent | 100.00% | |||||||||
Laboratory Space [Member] | ||||||||||
Lessee Lease Description [Line Items] | ||||||||||
Lease payments | $ 300,000 | |||||||||
Lease expiration date | Nov. 30, 2019 |
Leases - Summary of Components
Leases - Summary of Components of Operating Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Lessee Lease Description [Line Items] | ||
Total operating lease expense | $ 388 | $ 948 |
Research and Development Expense [Member] | ||
Lessee Lease Description [Line Items] | ||
Fixed operating lease expense | 238 | 568 |
Variable operating lease expense | 26 | 65 |
General and Administrative Expense [Member] | ||
Lessee Lease Description [Line Items] | ||
Fixed operating lease expense | 102 | 273 |
Variable operating lease expense | $ 22 | $ 42 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 793 |
Leases - Summary of Lease Balan
Leases - Summary of Lease Balances Related to Operating and Finance Leases Except Weighted Average Remaining Lease Term And Discount Rate (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Operating | $ 7,313 | $ 4,875 |
Financing | $ 803 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentMember | |
Total leased assets | $ 8,116 | |
Liabilities | ||
Current operating lease liabilities | 1,526 | 928 |
Non-current operating lease liabilities | 6,503 | $ 4,617 |
Total lease liabilities | $ 8,029 | |
Weighted average remaining lease term | 6 years 9 months 18 days | |
Weighted average discount rate | 9.80% |
Leases - Summary of Maturity of
Leases - Summary of Maturity of Operating Lease Liabilities (Detail) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2020 (remainder) | $ 382 |
2021 | 947 |
2022 | 1,662 |
2023 | 1,690 |
2024 | 1,718 |
2025 | 1,746 |
Thereafter | 3,113 |
Total future minimum lease payments | 11,258 |
Less imputed interest | (3,229) |
Total operating lease liabilities | $ 8,029 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued external research and development expenses | $ 8,804 | $ 17,746 |
Accrued payroll and related expenses | 2,625 | 2,630 |
Accrued professional fees | 1,289 | 803 |
Accrued other | 838 | 409 |
Total Accrued expenses and other current liabilities | $ 13,556 | $ 21,588 |
Equity - Underwritten Public Of
Equity - Underwritten Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Sep. 15, 2020 | Sep. 10, 2020 | Mar. 05, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Series D Preferred Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred stock, conversion basis | The shares of Series D Preferred Stock are convertible on a one-to-one basis into shares of common stock at any time at the option of the holder, provided that the holder will be prohibited from converting the Series D Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of common stock then issued and outstanding, subject to certain exceptions. | ||||||||
Maximum percentage of common stock holding upon conversion of preferred stock | 9.99% | ||||||||
Preferred stock, liquidation per share | $ 0.001 | ||||||||
Voting rights | no | ||||||||
Common Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuance of stock, shares | 1,046,249 | 1,046,249 | 4,926,229 | 3,951 | 6,617,696 | 894,996 | |||
Underwritten Public Offering [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Underwritten offering, exercisable term | 30 days | 30 days | |||||||
Gross proceeds from issuance of common and preferred stock | $ 80 | $ 80 | |||||||
Net proceeds from issuance of common and preferred stock | $ 74.7 | $ 74.7 | |||||||
Underwritten Public Offering [Member] | Series D Preferred Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuance of stock, shares | 3,215,000 | ||||||||
Share price | $ 10 | ||||||||
Underwritten Public Offering [Member] | Common Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Issuance of stock, shares | 4,785,000 | 4,785,000 | |||||||
Share price | $ 10 | ||||||||
Underwritten Public Offering [Member] | Maximum [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Additional number of common stock issuable | 1,200,000 | 1,200,000 |
Equity - Rights Offering - Addi
Equity - Rights Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 05, 2020 | Feb. 11, 2020 | Feb. 10, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jun. 30, 2019 |
Class Of Stock [Line Items] | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Aggregate issue costs | $ 580 | $ 158 | ||||||||
Common Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance of Common Stock, conversion of Preferred Stock to Common Stock | $ 1 | |||||||||
Issuance of stock, shares | 1,046,249 | 1,046,249 | 4,926,229 | 3,951 | 6,617,696 | 894,996 | ||||
Aggregate issue costs | $ 280 | $ 742 | ||||||||
Series C Preferred Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance of Common Stock, conversion of Preferred Stock to Common Stock | $ 20,600 | $ 30,000 | ||||||||
Right to purchase common stock shares | 0.152 | |||||||||
Common stock, par value | $ 9 | |||||||||
Issuance of stock, shares | 2,287 | |||||||||
Aggregate issue costs | $ 100 | $ 41 | ||||||||
Number of shares issuable upon conversion | 1,000 | 1,000 | ||||||||
Preferred stock, liquidation per share | $ 0.001 | $ 0.001 | ||||||||
Voting rights | no | |||||||||
Share price | $ 9.22 | |||||||||
Intrinsic value of beneficial conversion feature | $ 500 | |||||||||
Common Stock and Series C Preferred Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance of Common Stock, conversion of Preferred Stock to Common Stock | $ 30,000 | |||||||||
Amount of agreed to purchase offered shares and not subscribed shares value under rights offering | $ 30,000 | $ 30,000 | ||||||||
Aggregate issue costs | $ 500 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Number of shares issuable upon conversion | 500,000 | |||||||||
Share price | $ 8.98 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) - USD ($) | Sep. 15, 2020 | Sep. 09, 2020 | Mar. 05, 2020 | Oct. 18, 2019 | Jun. 14, 2019 | Sep. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jun. 12, 2019 | Dec. 11, 2018 |
Class Of Stock [Line Items] | |||||||||||||||
Gross proceeds from issuance of common stock | $ 9,400,000 | ||||||||||||||
Deferred offering costs | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Share price | $ 8.98 | ||||||||||||||
Preferred stock, conversion basis | 500 | ||||||||||||||
Number of shares issuable upon conversion | 500,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Issuance of stock, shares | 1,046,249 | 1,046,249 | 4,926,229 | 3,951 | 6,617,696 | 894,996 | |||||||||
Deferred offering costs | $ 400,000 | ||||||||||||||
Securities Purchase Agreement [Member] | Novo Holdings A/S [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Gross proceeds from issuance of common stock | $ 5,000,000 | $ 5,000,000 | |||||||||||||
Share price | $ 10.75 | $ 10.73 | |||||||||||||
Gross proceeds from issuance of common stock upon Satisfaction of certain conditions | $ 5,000,000 | ||||||||||||||
Securities Purchase Agreement [Member] | Novo Holdings A/S [Member] | Common Stock [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Share price | $ 0.001 | ||||||||||||||
Issuance of stock, shares | 465,116 | 465,983 | |||||||||||||
Securities Purchase Agreement [Member] | Novo Holdings A/S [Member] | Maximum [Member] | Common Stock [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Authorized offering value | $ 10,000,000 | ||||||||||||||
At-The-Market Offering Program [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Gross proceeds from issuance of common stock | $ 9,400,000 | ||||||||||||||
At-The-Market Offering Program [Member] | Common Stock [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Share price | $ 12.02 | $ 12.02 | $ 12.02 | ||||||||||||
Issuance of stock, shares | 786,447 | ||||||||||||||
At-The-Market Offering Program [Member] | Sales Agreement [Member] | Cantor Fitzgerald & Co [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Gross proceeds from issuance of common stock | $ 15,400,000 | ||||||||||||||
Common stock value remaining available for issuance | $ 34,600,000 | ||||||||||||||
At-The-Market Offering Program [Member] | Sales Agreement [Member] | Cantor Fitzgerald & Co [Member] | Maximum [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Authorized offering value | $ 200,000,000 | ||||||||||||||
Common stock available for issuance | $ 50,000,000 | ||||||||||||||
Underwritten Public Offering [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Gross proceeds from issuance of common and preferred stock | $ 80,000,000 | $ 80,000,000 | |||||||||||||
Net proceeds from issuance of common and preferred stock | $ 74,700,000 | $ 74,700,000 | |||||||||||||
Underwritten Public Offering [Member] | Common Stock [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Share price | $ 10 | ||||||||||||||
Issuance of stock, shares | 4,785,000 | 4,785,000 | |||||||||||||
Underwritten Public Offering [Member] | Series D Preferred Stock [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Issuance of stock, shares | 3,215,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Plan$ / sharesshares | Sep. 30, 2019USD ($)$ / shares | Dec. 31, 2019shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of equity compensation plans | Plan | 2 | ||||
Increase in shares of common stock for issuance | 25,970,105 | 25,970,105 | 19,190,695 | ||
Share based compensation options granted | 980,828 | ||||
Weighted average grant-date fair value of awards granted | $ / shares | $ 6.80 | $ 5.03 | |||
Number of shares authorized for issuance | 4,645,445 | 4,645,445 | |||
Common stock reserved for issuance | 935,501 | 935,501 | |||
Share-based compensation | $ | $ 1,199 | $ 981 | $ 3,523 | $ 2,847 | |
Performance Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation | $ | $ 0 | ||||
Performance-based Vesting Criteria [Member] | Stock Option [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share based compensation options granted | 100,000 | ||||
Options vesting period | 2 years | ||||
Performance-based Vesting Criteria [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted shares in addition to stock option | 50,000 | ||||
Options vesting period | 2 years | ||||
Performance-based Vesting Criteria 1 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of incentive units vesting | 25.00% | ||||
Performance-based Vesting Criteria 2 [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of incentive units vesting | 50.00% | ||||
2019 Inducement Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Increase in shares of common stock for issuance | 700,000 | 700,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Activity of Options and RSUs of Performance-Based Options (Details) | 9 Months Ended |
Sep. 30, 2020shares | |
Number of Shares | |
Outstanding as of December 31, 2019 | 2,969,428 |
Share based compensation options granted | 980,828 |
Issuance of common stock upon the exercise of stock options, shares | 161,714 |
Outstanding as of September 30, 2020 | 3,679,383 |
2017 Plan [Member] | Number Of Performance Based Option Shares [Member] | |
Number of Shares | |
Outstanding as of December 31, 2019 | 84,146 |
Forfeited or cancelled | (21,039) |
Outstanding as of September 30, 2020 | 63,107 |
2017 Plan [Member] | Number Of Performance Based RSUs Shares [Member] | |
Number of Shares | |
Outstanding as of December 31, 2019 | 40,750 |
Forfeited or cancelled | (10,189) |
Outstanding as of September 30, 2020 | 30,561 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Assumptions Used to Determine Fair Value of Stock Option Awards Granted to Employees and Directors (Detail) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk-free interest rate | 1.19% | 2.42% |
Expected term (in years) | 6 years 2 months 19 days | 6 years 3 months |
Expected volatility | 79.90% | 74.70% |
Expected dividend yield | 0.00% | 0.00% |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Number of Shares | ||
Outstanding as of December 31, 2019 | shares | 2,969,428 | |
Granted | shares | 980,828 | |
Exercised | shares | (161,714) | |
Forfeited or cancelled | shares | (109,159) | |
Outstanding as of September 30, 2020 | shares | 3,679,383 | 2,969,428 |
Outstanding as of September 30, 2020 - vested and expected to vest | shares | 3,679,383 | |
Exercisable at September 30, 2020 | shares | 1,776,731 | |
Weighted Average Exercise Price | ||
Outstanding as of December 31, 2019 | $ / shares | $ 8.13 | |
Granted | $ / shares | 9.82 | |
Exercised | $ / shares | 6.26 | |
Forfeited or cancelled | $ / shares | 10.52 | |
Outstanding as of September 30, 2020 | $ / shares | 8.59 | $ 8.13 |
Outstanding as of September 30, 2020 - vested and expected to vest | $ / shares | 8.59 | |
Exercisable at September 30, 2020 | $ / shares | $ 7.80 | |
Weighted Average Contractual Term | ||
Outstanding | 7 years 11 months 26 days | 7 years 11 months 8 days |
Outstanding as of September 30, 2020 - vested and expected to vest | 7 years 11 months 26 days | |
Exercisable at September 30, 2020 | 7 years 2 months 23 days | |
Aggregate Intrinsic Value | ||
Outstanding as of December 31, 2019 | $ | $ 10,317 | $ 6,689 |
Outstanding as of September 30, 2020 - vested and expected to vest | $ | 10,317 | |
Exercisable at September 30, 2020 | $ | $ 6,322 |
Share-Based Compensation - Su_4
Share-Based Compensation - Summary of Share-Based Compensation Expense (Detail) - 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 | $ 1,199 | $ 981 | $ 3,523 | $ 2,847 |
Research and Development Expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | 584 | 396 | 1,638 | 1,151 |
General and Administrative Expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ 615 | $ 585 | $ 1,885 | $ 1,696 |
Government Contracts - Addition
Government Contracts - Additional Information (Detail) | Jul. 01, 2019USD ($) | Jul. 31, 2018USD ($) | Feb. 28, 2018USD ($) | Feb. 28, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($)Option | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($)Option | Feb. 10, 2020USD ($) | May 31, 2019USD ($) |
Government Contracts [Line Items] | |||||||||||||
Grant revenue | $ 3,995,000 | $ 4,643,000 | $ 7,423,000 | $ 14,517,000 | |||||||||
BARDA and DTRA [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Maximum potential funding from government contract | 56,800,000 | 56,800,000 | |||||||||||
BARDA and Speros Achievement of Specified Milestones [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Potential grant amount exercised | 12,700,000 | 12,700,000 | |||||||||||
SPR206 [Member] | DoD, CDMRP and JWMRP [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Award received for clinical development | $ 5,900,000 | ||||||||||||
Non-dilutive funding period | 4 years | ||||||||||||
BARDA [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Potential contract amount awarded | $ 44,200,000 | ||||||||||||
BARDA [Member] | Base Period Contracts [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Potential amount initial funding awarded | $ 15,700,000 | $ 18,200,000 | |||||||||||
Potential amount additional funding awarded | 2,500,000 | ||||||||||||
Overall potential award increased | $ 46,800,000 | ||||||||||||
Contract term | 3 years | ||||||||||||
BARDA [Member] | Grant [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Grant revenue | 3,800,000 | 4,200,000 | 6,600,000 | 9,400,000 | |||||||||
BARDA [Member] | First Option [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Potential amount additional funding awarded | $ 15,900,000 | ||||||||||||
Potential amount increase in committed funding | 34,100,000 | ||||||||||||
BARDA [Member] | Second Option [member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Potential grant amount awarded | $ 12,700,000 | ||||||||||||
DTRA [Member] | Maximum [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Potential amount additional funding awarded | 10,000,000 | 10,000,000 | |||||||||||
U.S. Department of Defense [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Contract term | 2 years | ||||||||||||
Potential grant amount awarded | $ 1,500 | ||||||||||||
U.S. Department of Defense [Member] | Grant [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Grant revenue | 0 | 0 | |||||||||||
U.S. Department of Defense [Member] | Grant [Member] | Maximum [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Grant revenue | 200,000 | 200,000 | |||||||||||
Niaid [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Contract term | 12 months | ||||||||||||
Niaid [Member] | Spero Cantab [Member] | Cantab Anti Infectives Ltd. [Member] | Cantab Agreements [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Maximum potential funding from government contract | $ 6,500,000 | ||||||||||||
Grant revenue | 500,000 | 800,000 | |||||||||||
Number of option period for funding from government contract | Option | 3 | ||||||||||||
Maximum received fund | $ 1,300,000 | ||||||||||||
Amount paid upfront as part of agreement | $ 300,000 | ||||||||||||
Niaid [Member] | Base Period Contracts [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Potential grant amount awarded | $ 600,000 | ||||||||||||
Niaid [Member] | Grant [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Grant revenue | 0 | $ 100,000 | |||||||||||
Niaid [Member] | Grant [Member] | Spero Cantab [Member] | Cantab Anti Infectives Ltd. [Member] | Cantab Agreements [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Grant revenue | 100,000 | ||||||||||||
Niaid [Member] | Grant [Member] | Maximum [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Grant revenue | $ 100,000 | $ 100,000 | |||||||||||
Niaid [Member] | Grant [Member] | Maximum [Member] | Spero Cantab [Member] | Cantab Anti Infectives Ltd. [Member] | Cantab Agreements [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Grant revenue | $ 200,000 | ||||||||||||
Niaid [Member] | Option Period Contracts [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Contract term | 12 months | ||||||||||||
Potential grant amount awarded | $ 400,000 | ||||||||||||
Potential grant amount exercised | $ 400,000 | ||||||||||||
Contract term extended | 12 months | ||||||||||||
Niaid [Member] | First Option [Member] | Spero Cantab [Member] | Cantab Anti Infectives Ltd. [Member] | Cantab Agreements [Member] | |||||||||||||
Government Contracts [Line Items] | |||||||||||||
Number of option period for funding from government contract | Option | 2 | ||||||||||||
Committed amount from government contract | $ 5,900,000 |
License, Collaboration and Se_3
License, Collaboration and Service Agreements - Additional Information (Detail) £ in Millions | Jan. 04, 2019USD ($) | Nov. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2016GBP (£) | May 31, 2016USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2017USD ($) |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Revenue recognized | $ 38,000 | $ 172,000 | $ 258,000 | $ 4,046,000 | |||||||||||
Vaxart Agreement [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Potential milestone payment upon achievement of specified clinical, regulatory and commercial milestones | $ 12,000,000 | ||||||||||||||
Cantab Related Agreements [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Potential milestone payment upon achievement of specified clinical and regulatory milestones | $ 5,800,000 | ||||||||||||||
Potential milestone payment upon achievement of specified commercial milestone | £ 5 | 6,400,000 | $ 6,600,000 | ||||||||||||
License agreement research and development expense related to achievement of regulatory milestones | 0 | 0 | |||||||||||||
Contract termination period | 10 years | 10 years | |||||||||||||
Vertex License Agreement [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
License agreement research and development expense related to achievement of regulatory milestones | 0 | $ 0 | |||||||||||||
Contract termination period | 10 years | ||||||||||||||
Nonrefundable upfront payments | $ 500,000 | ||||||||||||||
Potential milestone payment upon achievement of specified clinical, regulatory and commercial milestones | $ 81,100,000 | ||||||||||||||
Contract termination period if no material development or commercialization occurs | 1 year | ||||||||||||||
Meiji License Agreement [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Nonrefundable upfront payments | $ 600,000 | ||||||||||||||
Potential milestone payments upon achievement of specified condition | $ 1,000,000 | ||||||||||||||
License agreement fixed assets related payments | $ 1,600,000 | ||||||||||||||
Meiji License Agreement [Member] | Maximum [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Potential milestone payment upon achievement of specified clinical and regulatory milestones | 3,000,000 | ||||||||||||||
Sublicense fee payable to counter party | $ 7,500,000 | ||||||||||||||
Everest License Agreement [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Period of option granted on an agreement | 12 months | ||||||||||||||
Upfront payment received | $ 3,000,000 | ||||||||||||||
Potential milestone payments upon completion and delivery of results of a clinical study | $ 2,000,000 | ||||||||||||||
Maximum additional milestone payments receivable | 55,000,000 | ||||||||||||||
Everest License Agreement [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Contract assets | 2,000,000 | $ 2,000,000 | |||||||||||||
Everest License Agreement [Member] | SPR 206 [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Upfront payment received | 2,000,000 | ||||||||||||||
Everest License Agreement [Member] | SPR 741 [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Upfront payment received | $ 1,000,000 | ||||||||||||||
Everest License Agreement [Member] | Collaboration Revenue [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Revenue recognized | 300,000 | ||||||||||||||
Everest License Agreement [Member] | Maximum [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Future milestone payments | $ 1,500,000 | ||||||||||||||
Agreement termination period upon written notice | 180 days | ||||||||||||||
Everest License Agreement [Member] | Maximum [Member] | Collaboration Revenue [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Revenue recognized | 100,000 | ||||||||||||||
Everest License Agreement [Member] | Minimum [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Agreement termination period upon written notice | 90 days | ||||||||||||||
Gates MRI Collaboration Agreement [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Reduction to research and development expense | $ 200,000 | 700,000 | |||||||||||||
Savior Service Agreement [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Supervision fee amortization service period | 30 months | ||||||||||||||
Savior Service Agreement [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Non-refundable supervision fee related to commercial manufacturing facility | $ 2,000,000 | ||||||||||||||
Savior Service Agreement [Member] | Long-term Asset [Member] | |||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||
Service agreement additional payment related to facility build out costs | $ 5,100,000 |
License, Collaboration and Se_4
License, Collaboration and Service Agreements - Schedule of Performance Obligation Along with Standalone Selling Price and Transaction Price Allocated (Detail) - Everest License Agreement [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Performance Obligations, Transaction Price Allocated | $ 5,000 |
License and Know-How Transfer [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Performance Obligations, Standalone Selling Price | 9,858 |
Performance Obligations, Transaction Price Allocated | $ 3,553 |
Performance Obligations, Recognition Method | Fully satisfied; recognized upon delivery of the license |
Exclusive Option [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Performance Obligations, Standalone Selling Price | $ 400 |
Performance Obligations, Transaction Price Allocated | $ 144 |
Performance Obligations, Recognition Method | Recognized in Q4 2019 upon the return of the IP rights to Northern |
Research and Development Services [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Performance Obligations, Standalone Selling Price | $ 3,614 |
Performance Obligations, Transaction Price Allocated | $ 1,303 |
Performance Obligations, Recognition Method | Recognized over time as services are delivered through the completion date |
Australia Research and Develo_2
Australia Research and Development Tax Incentive - Additional Information (Detail) - Spero Potentiator Australia Pty Limited [Member] - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Australia [Member] | |||||
Schedule Of Income Tax [Line Items] | |||||
Tax incentive receivable | $ 1,000,000 | $ 1,000,000 | $ 800,000 | ||
Research and Development Expenses [Member] | |||||
Schedule Of Income Tax [Line Items] | |||||
Percentage of refundable tax incentive | 43.50% | 43.50% | |||
Reduction to research and development expenses | $ 100,000 | $ 300,000 | $ 300,000 | ||
Research and Development Expenses [Member] | Maximum [Member] | |||||
Schedule Of Income Tax [Line Items] | |||||
Reduction to research and development expenses | $ 100,000 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Basic and Diluted Net Loss per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||
Net loss | $ (18,936) | $ (17,717) | $ (59,695) | $ (35,939) |
Deemed dividend | (549) | |||
Net loss attributable to common stockholders | $ (18,936) | $ (17,717) | $ (60,244) | $ (35,939) |
Denominator: | ||||
Weighted average common shares outstanding, basic and diluted | 21,933,922 | 18,659,079 | 20,712,720 | 17,859,829 |
Net loss per share, basic and diluted | $ (0.86) | $ (0.95) | $ (2.91) | $ (2.01) |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Series C Preferred Stock [Member] | |
Earnings Per Share [Line Items] | |
Accretion of beneficial conversion feature | $ 0.5 |
Net Loss per Share - Summary _2
Net Loss per Share - Summary of Shares Excluded From the Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,931,944 | 5,864,930 | 11,931,944 | 5,864,930 |
Options to Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,679,383 | 3,094,930 | 3,679,383 | 3,094,930 |
Unvested Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,561 | 50,000 | 30,561 | 50,000 |
Series A Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,720,000 | 1,720,000 | 1,720,000 | 1,720,000 |
Series B Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Series C Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,287,000 | 2,287,000 | ||
Series D Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,215,000 | 3,215,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2020 | Sep. 15, 2020 | Sep. 10, 2020 | Mar. 05, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Oct. 31, 2020 |
Subsequent Event [Line Items] | |||||||||||
Proceeds from equity offering | $ 9,163 | $ 10,289 | |||||||||
Subsequent Event [Member] | Everest License Agreement [Member] | SPR206 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
License agreement milestone payment receivable for delivery of results of clinical study | $ 2,000 | ||||||||||
Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Issuance of stock, shares | 1,046,249 | 1,046,249 | 4,926,229 | 3,951 | 6,617,696 | 894,996 | |||||
Underwritten Public Offering [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Underwritten offering, exercisable term | 30 days | 30 days | |||||||||
Underwritten Public Offering [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Additional number of common stock issuable | 1,200,000 | 1,200,000 | |||||||||
Underwritten Public Offering [Member] | Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Issuance of stock, shares | 4,785,000 | 4,785,000 | |||||||||
Share price | $ 10 | ||||||||||
Underwritten Public Offering [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Issuance of stock, shares | 1,200,000 | ||||||||||
Share price | $ 10 | ||||||||||
Proceeds from equity offering | $ 11,200 |