Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Dec. 31, 2019 | Mar. 23, 2020 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | FY | |
Trading Symbol | VIR | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | Vir Biotechnology, Inc. | |
Entity Central Index Key | 0001706431 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 109,799,589 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity File Number | 1-39083 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-2730369 | |
Entity Address, Address Line One | 499 Illinois Street, Suite 500 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94158 | |
City Area Code | 415 | |
Local Phone Number | 906-4324 | |
Documents Incorporated by Reference | Portions of the definitive proxy statement, or the Proxy Statement, for the Registrant’s 2020 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year ended December 31, 2019. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 109,335 | $ 47,598 |
Short-term investments | 274,101 | 50,845 |
Restricted cash and cash equivalents, current | 6,181 | 10,761 |
Prepaid expenses and other current assets | 13,378 | 8,579 |
Total current assets | 402,995 | 117,783 |
Intangible assets, net | 35,694 | 36,917 |
Goodwill | 16,937 | 16,937 |
Property and equipment, net | 16,308 | 12,290 |
Restricted cash and cash equivalents, noncurrent | 7,300 | 1,003 |
Long-term investments | 24,290 | |
Other assets | 8,547 | 6,666 |
TOTAL ASSETS | 512,071 | 191,596 |
CURRENT LIABILITIES: | ||
Accounts payable | 5,881 | 6,473 |
Accrued liabilities | 26,495 | 14,534 |
Deferred revenue, current | 6,181 | 8,761 |
Advanced proceeds from preferred stock financing | 10,140 | |
Contingent consideration, current | 8,200 | |
Derivative liability | 12,449 | |
Total current liabilities | 59,206 | 39,908 |
Deferred revenue, noncurrent | 12,670 | 6,561 |
Convertible preferred stock warrant liability | 1,024 | |
Contingent consideration, noncurrent | 9,380 | 9,250 |
Deferred tax liability | 3,305 | 3,305 |
Other long-term liabilities | 3,568 | 1,588 |
TOTAL LIABILITIES | 88,129 | 61,636 |
Commitments and contingencies (Note 8) | ||
Convertible preferred stock, $0.0001 par value; zero and 421,450,000 shares authorized as of December 31, 2019 and 2018, respectively; zero and 69,910,520 shares issued and outstanding as of December 31, 2019 and 2018, respectively; aggregate liquidation preference of zero and $333,058 as of December 31, 2019 and 2018, respectively | 309,137 | |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock, $0.0001 par value; 10,000,000 and zero shares authorized as of December 31, 2019 and 2018, respectively; no shares issued and outstanding as of December 31, 2019 and 2018 | ||
Common stock, $0.0001 par value; 300,000,000 and 558,350,000 shares authorized as of December 31, 2019 and 2018, respectively; 107,648,925, and 8,858,799 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 11 | 1 |
Additional paid-in capital | 793,051 | 14,672 |
Accumulated other comprehensive loss | (601) | (14) |
Accumulated deficit | (368,519) | (193,836) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 423,942 | (179,177) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 512,071 | $ 191,596 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 0 | 421,450,000 |
Convertible preferred stock, shares issued | 0 | 69,910,520 |
Convertible preferred stock, shares outstanding | 0 | 69,910,520 |
Convertible preferred stock, liquidation | $ 0 | $ 333,058 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 558,350,000 |
Common stock, shares issued | 107,648,925 | 8,858,799 |
Common stock, shares outstanding | 107,648,925 | 8,858,799 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||
Total revenue | $ 8,091 | $ 10,668 | $ 2,708 |
Operating expenses: | |||
Research and development | 148,472 | 100,229 | 62,512 |
General and administrative | 37,598 | 29,131 | 21,693 |
Total operating expenses | 186,070 | 129,360 | 84,205 |
Loss from operations | (177,979) | (118,692) | (81,497) |
Other income (expense): | |||
Interest income | 8,511 | 2,540 | 638 |
Other income (expense), net | (5,061) | (212) | 83 |
Total other income (expense) | 3,450 | 2,328 | 721 |
Loss before benefit from (provision for) income taxes | (174,529) | (116,364) | (80,776) |
Benefit from (provision for) income taxes | (154) | 480 | 10,924 |
Net loss | $ (174,683) | $ (115,884) | $ (69,852) |
Net loss per share, basic and diluted | $ (5.76) | $ (15.12) | $ (32.45) |
Weighted-average shares outstanding, basic and diluted | 30,349,920 | 7,666,463 | 2,152,273 |
Grant Revenue [Member] | |||
Revenue: | |||
Total revenue | $ 7,380 | $ 9,800 | $ 2,559 |
Contract Revenue [Member] | |||
Revenue: | |||
Total revenue | $ 711 | $ 868 | $ 149 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Net loss | $ (174,683) | $ (115,884) | $ (69,852) |
Other comprehensive income (loss): | |||
Unrealized gains (losses) on investments | 149 | (14) | |
Adjustment to projected benefit obligations, net of tax | (736) | ||
Other comprehensive income (loss) | (587) | (14) | |
Comprehensive loss | $ (175,270) | $ (115,898) | $ (69,852) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible Preferred Stock | Series A-1 Convertible Preferred Stock | Series A-2 Convertible Preferred Stock | Series B Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance at Dec. 31, 2016 | $ (7,972) | $ 128 | $ (8,100) | ||||||
Beginning balance (in shares) at Dec. 31, 2016 | 5,555,549 | ||||||||
Beginning balance at Dec. 31, 2016 | $ 21,242 | ||||||||
Beginning balance (in shares) at Dec. 31, 2016 | 446,108 | ||||||||
Issuance of convertible preferred stock, net of issuance cost | $ 271,283 | ||||||||
Issuance of convertible preferred stock, net of issuance cost (in Shares) | 60,388,881 | ||||||||
Issuance of common stock in connection with business acquisition | 2,475 | 2,475 | |||||||
Issuance of common stock in connection with business acquisition (in shares) | 1,666,656 | ||||||||
Issuance of common stock in connection with acquisition of research and development license | 1,651 | 1,651 | |||||||
Issuance of common stock in connection with acquisition of research and development license (in shares) | 1,111,111 | ||||||||
Vesting of restricted common stock | $ 1 | (1) | |||||||
Vesting of restricted common stock (in shares) | 2,986,450 | ||||||||
Stock-based compensation | 4,782 | 4,782 | |||||||
Net loss | (69,852) | (69,852) | |||||||
Ending balance at Dec. 31, 2017 | $ (68,916) | $ 1 | 9,035 | (77,952) | |||||
Ending balance (in shares) at Dec. 31, 2017 | 65,944,430 | ||||||||
Ending balance at Dec. 31, 2017 | $ 292,525 | ||||||||
Ending balance (in shares) at Dec. 31, 2017 | 6,210,325 | ||||||||
Issuance of convertible preferred stock, net of issuance cost | $ 14,269 | $ 2,343 | |||||||
Issuance of convertible preferred stock, net of issuance cost (in Shares) | 3,222,220 | 743,870 | |||||||
Vesting of restricted common stock (in shares) | 2,247,673 | ||||||||
Exercise of stock options | 584 | 584 | |||||||
Exercise of stock option (in shares) | 400,801 | ||||||||
Stock-based compensation | 5,053 | 5,053 | |||||||
Other comprehensive income (loss) | (14) | $ (14) | |||||||
Net loss | (115,884) | (115,884) | |||||||
Ending balance at Dec. 31, 2018 | $ (179,177) | $ 1 | 14,672 | (14) | (193,836) | ||||
Ending balance (in shares) at Dec. 31, 2018 | 69,910,520 | ||||||||
Ending balance at Dec. 31, 2018 | $ 309,137 | $ 303,224 | $ 5,913 | ||||||
Ending balance (in shares) at Dec. 31, 2018 | 8,858,799 | 8,858,799 | |||||||
Issuance of convertible preferred stock, net of issuance cost | $ 327,475 | ||||||||
Issuance of convertible preferred stock, net of issuance cost (in Shares) | 18,202,213 | ||||||||
Conversion of convertible preferred stock into common stock | $ 636,612 | $ 9 | 636,603 | ||||||
Conversion of convertible preferred stock into common (in shares) | (88,112,733) | ||||||||
Conversion of convertible preferred stock into common stock | $ (636,612) | ||||||||
Conversion of convertible preferred stock into common stock (in shares) | 88,112,733 | ||||||||
Issuance of common stock in connection with initial public offering, net of offering costs of $16,446 | 126,411 | $ 1 | 126,410 | ||||||
Issuance of common stock in connection with initial public offering, net of offering costs (in shares) | 7,142,858 | ||||||||
Reclassification of warrant liability to additional paid-in capital | 3,073 | 3,073 | |||||||
Settlement of fractional shares from reverse stock split | (3) | (3) | |||||||
Issuance of common stock in connection with a license agreement | 617 | 617 | |||||||
Issuance of common stock in connection with a license agreement (in shares) | 38,888 | ||||||||
Repayment of promissory notes, net of unvested shares | 1,355 | 1,355 | |||||||
Repayment of promissory notes, net of unvested shares (in shares) | 1,390,925 | ||||||||
Vesting of restricted common stock | 476 | 476 | |||||||
Vesting of restricted common stock (in shares) | 1,348,297 | ||||||||
Exercise of stock options | 1,129 | 1,129 | |||||||
Exercise of stock option (in shares) | 756,425 | ||||||||
Stock-based compensation | 8,719 | 8,719 | |||||||
Other comprehensive income (loss) | (587) | (587) | |||||||
Net loss | (174,683) | (174,683) | |||||||
Ending balance at Dec. 31, 2019 | $ 423,942 | $ 11 | $ 793,051 | $ (601) | $ (368,519) | ||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | ||||||||
Ending balance (in shares) at Dec. 31, 2019 | 107,648,925 | 107,648,925 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Initial public offering costs | $ 16,446 | ||
Series A-1 Convertible Preferred Stock | |||
Convertible preferred stock, net of issuance cost | $ 232 | $ 467 | |
Series B Convertible Preferred Stock | |||
Convertible preferred stock, net of issuance cost | $ 165 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (174,683) | $ (115,884) | $ (69,852) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Loss on write-off and disposal of property and equipment | 345 | 198 | |
Depreciation and amortization | 3,294 | 1,618 | 255 |
Amortization of intangible assets | 1,223 | 1,138 | 177 |
Amortization of premiums (accretion of discounts) on investments, net | (179) | (328) | |
Change in estimated fair value of contingent consideration | 8,330 | 250 | 2,750 |
Initial fair value of derivative liability | 13,599 | ||
Change in estimated fair value of derivative liability | (1,150) | ||
Change in estimated fair value of convertible preferred stock warrant liability | 2,049 | 95 | (82) |
Preferred stock issued in connection with asset acquisition | 1,750 | ||
Common stock issued in connection with license agreement | 617 | 1,651 | |
Change in deferred income taxes | (480) | (10,924) | |
Stock-based compensation | 8,719 | 5,053 | 4,782 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (4,619) | (4,172) | (2,600) |
Other assets | (1,881) | 151 | (246) |
Accounts payable | 964 | 1,471 | 2,011 |
Accrued liabilities and other long-term liabilities | 10,211 | 7,171 | 4,809 |
Deferred revenue | 3,529 | 7,873 | 888 |
Net cash used in operating activities | (129,632) | (94,096) | (66,381) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (8,940) | (8,192) | (2,742) |
Purchases of investments | (643,898) | (123,105) | |
Maturities of investments | 396,680 | 72,574 | |
Proceeds from sale of property and equipment | 25 | ||
Asset acquisitions | (1,743) | ||
Business acquisition, net of cash acquired | (27,252) | ||
Net cash used in investing activities | (256,158) | (60,441) | (29,994) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock in initial public offering, net of issuance costs | 126,411 | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 317,335 | 14,254 | 271,182 |
Proceeds received from financing obligation | 1,202 | ||
Cash paid in lieu of fractional shares related to reverse stock split | (3) | ||
Payment of principal on financing lease obligations | (95) | ||
Proceeds from repayment of promissory notes | 3,265 | ||
Proceeds from exercise of stock options | 1,129 | 584 | |
Advanced proceeds from convertible preferred stock financing | 10,140 | ||
Net cash provided by financing activities | 449,244 | 24,978 | 271,182 |
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents | 63,454 | (129,559) | 174,807 |
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period | 59,362 | 188,921 | 14,114 |
Cash, cash equivalents and restricted cash and cash equivalents at end of period | 122,816 | 59,362 | 188,921 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Common stock issued in connection with business acquisition | 2,475 | ||
Contingent consideration recorded in connection with business acquisitions | 6,250 | ||
Property and equipment purchases included in accounts payable and accrued liabilities | 892 | 1,996 | 1,885 |
Issuance costs for convertible preferred stock in accounts payable and accrued liabilities | 15 | ||
Receipt of promissory note from related parties for purchase of common stock | 3,159 | ||
Issuance of preferred stock in connection with asset acquisition | 593 | ||
Conversion of preferred stock into common stock upon completion of initial public offering | 636,612 | ||
Reclassification of preferred stock warrant liability to additional paid-in capital | 3,073 | ||
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS: | |||
Cash and cash equivalents | 109,335 | 47,598 | 187,918 |
Restricted cash and cash equivalents, current | 6,181 | 10,761 | |
Restricted cash and cash equivalents, noncurrent | 7,300 | 1,003 | 1,003 |
Cash, cash equivalents and restricted cash and cash equivalents at end of period | $ 122,816 | $ 59,362 | $ 188,921 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization | 1. Vir Biotechnology, Inc. (“Vir” or the “Company”) is a clinical-stage immunology company focused on combining immunologic insights with cutting-edge technologies to treat and prevent serious infectious diseases. The Company’s approach begins with identifying the limitations of the immune system in combating a particular pathogen, the vulnerabilities of that pathogen and the reasons why previous approaches have failed. The Company then brings to bear powerful technologies that the Company believes, individually or in combination, will lead to effective therapies. Reverse Stock Split On September 16, 2019, the Company’s board of directors approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1-for-4.5 reverse split (“Reverse Split”) of shares of the Company’s common and convertible preferred stock, which was effected on September 27, 2019. The par value per share and authorized shares of common stock and convertible preferred stock were not adjusted as a result of the Reverse Split. All of the share and per share information included in the accompanying consolidated financial statements has been adjusted to reflect the Reverse Split. Initial Public Offering On October 10, 2019, the Company completed its initial public offering (“IPO”) of its common stock. In connection with its IPO, the Company issued and sold 7,142,858 shares of its common stock at a price of $20.00 per share. As a result of the IPO, the Company received $126.4 million in net proceeds, after deducting underwriting discounts, commissions and offering expenses. At the closing of the IPO, 88,112,733 shares of outstanding convertible preferred stock were automatically converted into 88,112,733 shares of common stock and a warrant to purchase 244,444 shares of convertible preferred stock was converted into a warrant to purchase 244,444 shares of common stock. Need for Additional Capital The Company has incurred net losses since inception and expects such losses to continue over the next several years. At December 31, 2019, the Company had an accumulated deficit of $368.5 million. Management expects to incur additional losses in the future to conduct research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company had $407.7 million of cash, cash equivalents, and investments at December 31, 2019. Based on the Company’s business plans, management believes that its cash, cash equivalents, and short and long-term investments as of December 31, 2019 will be sufficient to meet its obligations for at least the next 12 months from the issuance date of these consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The consolidated financial statements include the accounts of Vir and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Foreign Currency The functional currency of the Company’s foreign subsidiaries is the U.S. dollar. Monetary assets and liabilities of foreign subsidiaries are translated into U.S. dollars at period-end exchange rates and non-monetary assets and liabilities are translated to U.S. dollars using historical exchange rates. Revenue and expenses are translated at average rates throughout the respective periods. Transaction gains and losses are included in other income (expense), net on the consolidated statements of operations and were immaterial for the years ended December 31, 2019, 2018 and 2017. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting periods. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. Segments The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for purposes of allocating resources. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and short and long-term investments. Cash and cash equivalents are deposited in checking and sweep accounts at a financial institution. Such deposits may, at times, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s investment policy limits investments to certain types of securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and investments, and issuers of the investments to the extent recorded on the consolidated balance sheets. As of December 31, 2019, the Company has no off-balance sheet concentrations of credit risk. Cash and 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 and cash equivalents. Cash equivalents, which consist of amounts invested in money market funds, are stated at fair value. Investments Investments include available-for-sale securities and are carried at estimated fair value. The Company’s valuations of marketable securities are generally derived from independent pricing services based on quoted prices in active markets for similar securities at period end. Generally, investments with original maturities beyond three months at the date of purchase and which mature at, or less than 12 months from, the consolidated balance sheet date are considered short-term investments, with all others considered to be long-term investments. Unrealized gains and losses deemed temporary in nature are reported as a component of accumulated comprehensive income (loss). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income, on the consolidated statements of operations The Company’s Swiss subsidiary holds short-term structured deposits which include a feature that provides for the instrument to be settled in U.S. dollars or Swiss Francs (CHF) depending on the strike level set at the onset of the instrument compared to the U.S. dollars to CHF exchange rate at the settlement date. The Company has elected to account for these instruments using the fair value option with gains and losses recognized in earnings. The Company, through its investment in Brii Biosciences Limited, holds privately held equity securities in which the Company does not have a controlling interest or significant influence. The Company’s investment in Brii Biosciences Limited is recorded at cost and adjusted for impairments and observable price changes with the same or similar security from the same issuer. The valuation of the Company’s investment in Brii Biosciences Limited utilizes significant unobservable inputs or data in an inactive market and the valuation requires the Company’s judgment due to the absence of market prices and inherent lack of liquidity. Additionally, the determination of whether an orderly transaction is for the same or similar investment requires significant management judgment including the nature of the rights and obligations of its investments, the extent to which differences in those rights and obligations would affect the fair values of those investments, and the impact of any differences based on the stage of operational development of the investee. Prior to 2019, the investment in Brii Biosciences was accounted for using the cost method of accounting, measured at cost less other-than-temporary impairment. See Note 6—Grant, License and Collaboration Agreements for additional information on the Company’s investment in Brii Biosciences Limited. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents represent money market funds to secure a standby letter of credit and a security deposit with financial institutions, both pursuant to office and laboratory space lease agreements; and a holdback retained by the Company pursuant to the acquisition of Agenovir Corporation (“Agenovir”) in 2018, which was paid to Agenovir in the second quarter of 2019. Additionally, funds received from certain grants are restricted as to their use and are therefore classified as restricted cash and cash equivalents. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. Leasehold improvements are amortized over the lesser of their useful lives or the remaining life of the lease. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations in the period realized. Maintenance and repairs are charged to operations as incurred. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount to the future net undiscounted cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. No material impairment losses have been incurred to date. Acquired Intangible Assets The Company’s intangible assets were acquired via business combinations or asset acquisitions. Indefinite-lived intangible assets represent the estimated fair value assigned to in-process research and development (“IPR&D”) acquired in a business combination. The Company reviews indefinite-lived intangible assets for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, then it is written down to its adjusted fair value. As of December 31, 2019, there have been no such impairments. For IPR&D, if a product candidate derived from the indefinite-lived intangible asset is developed and commercialized, the useful life will be determined, and the carrying value will be amortized prospectively over that estimated useful life. Alternatively, if a product candidate is abandoned, the carrying value of the intangible asset will be charged to research and development expenses. IPR&D assets acquired as part of an asset acquisition are recorded at cost and expensed immediately if they have no alternative future uses. Finite-lived intangible assets acquired in a business combination are recognized separately from goodwill and are initially recognized at their fair value at the acquisition date. In an asset acquisition, any consideration transferred in excess of the fair value of the assets acquired is allocated to each asset acquired on a relative fair value basis. Amortization is computed using the straight-line method over the estimated useful lives of the respective finite-lived intangible assets, generally three to twelve years. Intangible assets are reviewed for impairment at least annually or more frequently if indicators of potential impairment exist. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and intangible assets acquired in a business combination. The Company tests goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that this asset may be impaired. Convertible Preferred Stock Warrant Liabilit y A freestanding warrant to purchase shares of Series A-1 convertible preferred stock at a future date was determined to be a freestanding instrument that was accounted for as a liability. At initial recognition, the Company recorded the convertible preferred stock warrant liability on the consolidated balance sheet at its estimated fair value. The warrant liability was subject to remeasurement at each reporting period, with changes in estimated fair value recognized as a component of other income (expense), net until the exercise of the convertible preferred stock warrant or conversion of such warrant into a warrant to purchase shares of common stock. Upon the completion of the IPO in October 2019, the warrant automatically converted into a warrant to purchase shares of common stock. Therefore, the convertible preferred stock warrant liability was reclassified to additional paid-in capital. Revenue Recognition The Company’s revenue primarily consists of research funding received from grants and contract revenue related to research services provided to customers. The Company has not had any product revenue since inception. Additionally, while the Company has entered into various collaboration arrangements, the Company has not recognized any revenue from licenses, milestones or royalties under such agreements. Grant Revenue Grants received, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution. An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred. Contributions are recognized as grant revenue when all donor-imposed conditions have been met. Contract Revenue In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers For collaborative arrangements that fall within the scope of ASC 808, Collaborative Arrangements Prior to recognizing revenue, the Company makes estimates of the transaction price, including variable consideration that is subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur and when the uncertainty associated with the variable consideration is subsequently resolved. These agreements may include the following types of consideration: non-refundable upfront payments, reimbursement for research services, research, development or regulatory milestone payments, and royalty and commercial sales milestone payments. If there are multiple distinct performance obligations, the Company allocates the transaction price to each distinct performance obligation based on their estimated standalone selling prices. For performance obligations satisfied over time, the Company estimates the efforts needed to complete the performance obligation and recognizes revenue by measuring the progress towards complete satisfaction of the performance obligation using an input measure. For arrangements that include sales-based royalties, including commercial milestone payments based on pre-specified level of sales, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Achievement of these royalties and commercial milestones may solely depend upon performance of the licensee. Research and Development Expenses To date, research and development expenses have related primarily to discovery efforts and preclinical and clinical development of product candidates. Research and development expenses are recognized as incurred and payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received. Research and development expenses include expenses related to license and collaboration agreements; personnel-related expenses, including salaries, benefits, and stock-based compensation for personnel contributing to research and development activities; expenses incurred under agreements with third-party contract manufacturing organizations, contract research organizations, and consultants; clinical costs, including laboratory supplies and costs related to compliance with regulatory requirements; and other allocated expenses, including expenses for rent, facilities maintenance, and depreciation and amortization. The Company has and may continue to acquire the rights to develop and commercialize new product candidates from third parties. Upfront payments and research and development milestone payments made in connection with acquired license or product rights are expensed as incurred, provided that they do not relate to a regulatory approval milestone or assets acquired in a business combination. The Company records changes in research and development-based contingent consideration and changes in the estimated fair value of embedded derivatives associated with license agreements as research and development expenses. Stock-based Compensation The Company recognizes stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company calculates the fair value of stock options using the Black-Scholes valuation model. Stock-based compensation is recognized using the straight-line method for awards that vest only upon the employee’s or non-employee’s continued service to the Company. Forfeitures are recognized as they occur. Acquisitions Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired, including IPR&D projects, and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Company’s consolidated financial statements. Any excess fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Contingent consideration obligations incurred in connection with the business combination are recorded at their fair values on the acquisition date and are remeasured each subsequent reporting period until the related contingencies are resolved and are classified as contingent consideration on the consolidated balance sheets. When the Company determines that assets acquired do not meet the definition of a business under the acquisition method of accounting, the transaction is accounted for as an acquisition of assets. Therefore, the initial cost of acquired IPR&D is expensed, and no goodwill is recorded. Any contingent consideration that meets the definition of an embedded derivative under other applicable GAAP is accounted for at fair value on the acquisition date and are remeasured each subsequent reporting period until the related contingencies are resolved and are classified as contingent consideration on the consolidated balance sheets. Otherwise, such contingent consideration is recognized only when it becomes payable or is paid. The changes in fair values of contingent consideration related to achievement of various milestones related to product candidates are recorded within research and development expense. Otherwise, the changes in fair values are recorded within other income (expense), net. Embedded Derivatives The Company evaluates certain of its financial and business development transactions to determine if embedded components of these contracts meet the definition of a derivative under Topic ASC 815, “ Derivatives and Hedging Pension Benefits Accounting for the defined pension benefit plan for the Company’s Swiss subsidiary requires actuarial valuations based on significant assumptions for discount rates and expected long-term rates of return on plan assets. These and other assumptions such as salary growth, retirement, and mortality rates are evaluated and selected based on expectations or actual experience during each remeasurement date. Pension expense could vary within a range of outcomes and have a material effect on reported earnings, projected benefit obligations and future cash funding. Actual results in any given year may differ from those estimated because of economic and other factors. The Company recognizes a liability for the underfunded status of its defined benefit pension plan as a component of other long-term liabilities. Actuarial gains or losses and prior service costs or credits are deferred in accumulated other comprehensive income (loss) and amortized over the remaining service attribution periods of the employees under the corridor method. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and net operating losses and credit carryforwards and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits will not be realized. The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. The Company evaluates uncertain tax positions on a regular basis. The evaluations are based on several factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as any related net interest and penalties. Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per common share is computed by dividing the net loss by the sum of the weighted average number of common shares outstanding during the period plus any potential dilutive effects of common stock equivalents outstanding during the period calculated in accordance with the treasury stock method. Diluted net loss per share is the same as basic net loss per share since the effect of potentially dilutive securities is anti-dilutive. Recently Adopted Accounting Pronouncements In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instrument-Overall (Subtopic 825-10) (“ASU 2016-01”), which requires entities to measure equity instruments at fair value and recognize any changes in fair value within the statement of operations. ASU 2016‑01 also provides a new measurement alternative for equity investments that do not have a readily determinable fair value (cost method investments). These investments are measured at cost, less impairment, adjusted for observable price changes in an orderly market for an identical or similar investment of the same issuer. ASU 2016-01 is effective for the Company for the annual period beginning January 1, 2019, and the interim period beginning January 1, 2020. For the year ended December 31, 2019, the Company adopted ASU 2016-01 and elected to subsequently account for its investment in Brii Biosciences Limited’s ordinary shares at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment in Brii Biosciences Limited. Prior to 2019, the Company’s investment in Brii Biosciences was accounted for using the cost method of accounting, measured at cost less other-than-temporary impairment. The adoption of ASU 2016-01 did not have a material impact on the Company’s consolidated financial statements and disclosures. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”). Topic 842 requires lessees to recognize all leases, including operating leases, on the balance sheet as a right-of-use asset and lease liability, unless the lease is a short-term lease, defined as having a term of twelve-months or less. In July 2018, the FASB issued supplemental adoption guidance and clarification to Topic 842 within ASU 2018-10 Codification Improvements to Topic 842, Leases and ASU 2018-11, Targeted Improvements—Leases (Topic 842). This update provides an alternative transition method that allows entities to elect to apply the standard as of the beginning of the latest period presented versus retrospectively as of the beginning of the earliest period presented. As an emerging growth company, Topic 842 is effective for the Company for fiscal year beginning after December 15, 2020, and interim periods within fiscal year beginning after December 15, 2021. The Company plans to early adopt the standard on January 1, 2020 using the optional transition method by recognizing a cumulative effect adjustment to the opening balance of accumulated deficit as of that date. Topic 842 provided a number of optional practical expedients in transition. The Company plans to elect the package of practical expedients, which permitted the Company to not reassess, under the new standard, its prior conclusions about lease classification and initial direct costs. The Company estimates the right-of-use assets and lease obligations for its lease portfolio as of January 1, 2020 to be within the range of $16.0 million and $18.3 million, which will be recorded on its consolidated balance sheet. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including the Company’s financial instruments. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will likely result in more timely recognition of credit losses. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”). ASU 2019-04 modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis. As an emerging growth company, Topic 326 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company plans to adopt ASU 2016-13 effective January 1, 2023, and has not yet evaluated the impact of adopting this standard on the consolidated financial statements and disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which simplifies the current requirements for testing goodwill for impairment by eliminating the second step of the two-step impairment test to measure the amount of an impairment loss. ASU 2017-04 is effective for the Company’s interim and annual reporting periods beginning after December 31, 2021. Early adoption is permitted. The Company currently plans to adopt ASU 2017-04 on January 1, 2020 and does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). ASU 2018-14 added, removed and clarified disclosure requirements related to defined benefit pension and other postretirement plans. ASU 2018-14 is effective for the Company for fiscal years ending after December 15, 2021. Early adoption is permitted for all entities. The Company currently plans to adopt ASU 2018-14 in fiscal 2022 and is still evaluating the effect that ASU 2018-14 may have on its notes to consolidated financial statements. In August 2018, the FASB issued ASU 2018‑13, Fair Value Measurement (Topic 820) (“ASU 2018-13”), which modifies, removes and adds certain disclosure requirements on fair value measurements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018‑13 and delay adoption of the additional disclosures until their effective date. The Company will adopt ASU 2018-13 on January 1, 2020 and does expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. The Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy, which establishes three levels of inputs that may be used to measure fair value, as follows: • Level 1: Inputs which include quoted prices in active markets for identical assets and liabilities. • Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of the Company’s financial instruments, including accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Level 3 liabilities consist of contingent consideration, derivative liability and convertible preferred stock warrant liability. Contingent Consideration Contingent consideration includes potential milestone payments in connection with the acquisitions of Humabs Biomed SA (“Humabs”) and TomegaVax, Inc. (“TomegaVax”). See further discussion in Note 4 — The estimated fair value of the contingent consideration related to the Humabs acquisition was determined by calculating the probability-weighted clinical, regulatory and commercial milestone payments based on the assessment of the likelihood and estimated timing that certain milestones would be achieved. As of December 31, 2018, the fair value of the contingent consideration was estimated using discount rates between 16.8% to 20.3%. As of December 31, 2019, the Company applied the same methodology to calculate the fair value of the clinical and regulatory milestones using discount rates between 7.7% to 11.1%. For the commercial milestones, the Company used a Monte Carlo simulation upon the availability of a discrete revenue forecast and the increased likelihood that the clinical trials would commence. The Monte Carlo simulation assumed a commercial product launch and associated discrete revenue forecast, an expected revenue volatility of 55%, and a discount rate of 13%. The estimated fair value of an embedded derivative related to the TomegaVax acquisition was determined by using a Monte Carlo simulation model which included estimates of both the probability and timing to achieve the required per share price of the Company’s common stock, expected volatility and discount rate. The fair value of the embedded derivative was estimated using discount rates ranging from 1.6% to 1.7% and volatility of 81%. The discount rate captures the credit risk associated with the payment of the contingent consideration when earned and due. As of December 31, 2019, the fair value of the contingent consideration was $2.7 million, with changes in the estimated fair value recorded in other income (expense), net in the consolidated statement of operations. Derivative Liability The derivative liability relates to the Milestone Shares (as defined in Note 6) in connection with the collaboration and license agreement (the “Alnylam Agreement”) with Alnylam Pharmaceuticals, Inc. (“Alnylam”). See Note 6 – Grant, License and Collaboration Agreements. The estimated fair value of the derivative liability was calculated based on the estimated probabilities of the likelihood and timing to achieve the development milestone, a discount for lack of marketability, and the fair value of the Milestone Shares using the Company’s closing stock price as of October 11, 2019, the effective date of the IPO, and December 31, 2019. The initial fair value of the embedded derivative was estimated to be $13.6 million and was charged to research and development expense. As of December 31, 2019, the fair value of the derivative liability was $12.4 million. Convertible Preferred Stock Warrant Liability In connection with the completion of the Company's IPO in October 2019, all of the outstanding warrants to purchase convertible preferred stock automatically converted into warrants to purchase shares of common stock. As a result, the Company remeasured and reclassified the convertible preferred stock warrant liability to additional paid-in capital. Prior to the IPO, the convertible preferred stock warrant liability was valued using the Black-Scholes option pricing model. The assumptions used to calculate the convertible preferred stock warrant liability as of October 15, 2019, the date immediately before the closing of the IPO, and December 31, 2018 were as follows: October 15, 2019 December 31, 2018 Exercise price $ 4.50 $ 4.50 Expected term 6.9 7.7 Expected stock price volatility 88.8 % 83.5 % Risk-free interest rate 1.7 % 2.6 % Expected dividend yield — — The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: December 31, 2019 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value (in thousands) Assets: Money market funds (1) Level 1 $ 106,127 $ — $ — $ 106,127 U.S. government treasuries (2) Level 2 298,256 140 (5 ) 298,391 Bank time deposits Level 2 2,500 — — 2,500 Total financial assets $ 406,883 $ 140 $ (5 ) $ 407,018 Liabilities: Derivative liability Level 3 $ 12,449 $ — $ — $ 12,449 Contingent consideration Level 3 17,580 — — 17,580 Total financial liabilities $ 30,029 $ — $ — $ 30,029 (1) Includes $ 13.5 million of restricted cash equivalents . (2) Includes $24.3 million classified as long-term investments. December 31, 2018 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value (in thousands) Assets: Money market funds (1) Level 1 $ 43,600 $ — $ — $ 43,600 Structured deposits Level 2 1,000 — — 1,000 U.S. government treasuries Level 2 49,859 — (14 ) 49,845 Total financial assets $ 94,459 $ — $ (14 ) $ 94,445 Liabilities: Convertible preferred stock warrant liability Level 3 $ 1,024 $ — $ — $ 1,024 Contingent consideration Level 3 9,250 — — 9,250 Total financial liabilities $ 10,274 $ — $ — $ 10,274 (1) Includes $11.8 million of restricted cash equivalents. As of December 31, 2019 and 2018, there were no investments that have been in a continuous unrealized loss position for longer than twelve months. Total unrealized gains, net of $0.1 million and unrealized losses of $14 thousand were recorded in accumulated other comprehensive loss during the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, all securities have contractual maturities of less than two years. The following table sets forth the changes in the estimated fair value of the Company’s Level 3 financial liabilities (in thousands): Contingent Consideration Derivative Liability Warrant Liability Total Balance at December 31, 2018 $ 9,250 $ — $ 1,024 $ 10,274 Initial fair value — 13,599 — 13,599 Changes in fair value 8,330 (1,150 ) 2,049 9,229 Reclassification of warrant liability to additional paid-in capital upon the IPO — — (3,073 ) (3,073 ) Balance at December 31, 2019 $ 17,580 $ 12,449 $ — $ 30,029 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisition of TomegaVax In September 2016, the Company entered into an agreement and plan of merger (“TomegaVax Merger Agreement”) to acquire all of the equity interests of TomegaVax. The primary asset purchased in the acquisition was an in-process cytomegalovirus (“CMV”) vector-based vaccine platform for use in hepatitis B virus (“HBV”), human immunodeficiency virus (“HIV”), and tuberculosis (“TB”). The acquisition was accounted for as an asset purchase and the Company recorded the cash purchase price of $5.2 million in research and development expenses in 2016. The Company incurred transaction costs of $0.5 million. In connection with the entry into the TomegaVax Merger Agreement, the Company also entered into a letter agreement with TomegaVax (the “TomegaVax Letter Agreement”), which provides for certain payments to TomegaVax’s former stockholders prior to September 2024, in each case so long as the Company is continuing to pursue the development of the TomegaVax technology. Under the terms of the TomegaVax Letter Agreement, the Company will be required to pay to the former stockholders of TomegaVax milestone payments of up to an aggregate of $30.0 million if the per share price of the Company’s publicly traded common stock, or implied price per share of the Company’s Series A-1 convertible preferred stock (or common stock upon conversion) upon a certain asset sale, merger or stock sale, is at least $45 (as adjusted in the case of any stock dividend, stock split or other similar recapitalization), with the amount of such payments determined by the share price and the stage of the Company’s clinical development at the time of the relevant event triggering the payment. The share price of the Company’s publicly traded common stock will be determined using the average of the daily volume- weighted average trading price of the Company’s common stock for each trading day during a consecutive 90-day period. The foregoing payments are payable (i) during any date after the completion of an initial public offering by the Company or any successor or affiliate controlling the TomegaVax technology, provided that no payment will be due before the first anniversary of the initial public offering, (ii) upon the sale of all assets related to the TomegaVax technology or (iii) upon a merger or stock sale of the Company or any successor or affiliate controlling the TomegaVax technology, in each case subject to certain conditions with respect to the timing of the payments. The payments under the TomegaVax Letter Agreement can be made in cash or shares of the Company’s common stock, at the discretion of the Company’s board of directors. None of the milestones have been achieved as of December 31, 2019. The Company determined that the future milestone payments contain net settlement provisions and therefore, they were required to be accounted for as embedded derivatives in accordance with the relevant accounting guidance. As of December 31, 2019, the fair value of the embedded derivative was $2.7 million. Acquisition of Humabs In August 2017, the Company acquired all of the outstanding equity of Humabs, a private Swiss company which discovers and develops monoclonal antibodies derived from individuals whose immune systems have successfully responded to major diseases. The Company acquired all of Humabs’ rights, title and interest in and to substantially all of the assets of Humabs except for rights under certain license agreements with third-parties. The Company is obligated to pass-through to the former Humabs shareholders any amounts received by Humabs under such license agreements, net of any program expenses. The transaction was accounted for as an acquisition of a business. The estimated fair value of total consideration was $42.3 million at the acquisition date. The consideration paid consisted of $30.0 million in cash and 1,666,656 shares of common stock, valued at $2.5 million as of the date of the transaction, to former Humabs shareholders. The Company also agreed to pay additional amounts in cash upon the achievement of specified milestone events: (i) up to $135.0 million upon the achievement of clinical, regulatory and commercial milestones for an HBV product; and (ii) up to $105.0 million upon the achievement of clinical, regulatory and commercial milestones for another product. The estimated fair value of this contingent consideration was $6.3 million as of the date of acquisition. Payments will vary based on milestones that are reached. The final component of the consideration was acquired net working capital of $3.6 million. The acquired developed technologies that have associated patents issued are classified as finite-lived intangible assets and are amortized on a straight-lined basis over their estimated remaining useful lives, generally between seven to 12 years. The Company also acquired indefinite-lived intangible assets consisting of in-process research and development. These assets will not be amortized until regulatory approval is obtained in a major market. At that time, the Company will determine the useful life of the asset and begin amortization. If the associated research and development effort is abandoned, the related in-process research and development assets will be written-off and an impairment charge recorded. As of December 31, 2019, there have been no such impairments. The estimated fair value of the intangible assets was determined using the replacement cost method. The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill. None of the goodwill is expected to be deductible for income tax purposes. Acquisition of Agenovir In January 2018, the Company entered into an agreement and plan of merger (the “Agenovir Merger Agreement”) with Agenovir Corporation (“Agenovir”), pursuant to which the Company purchased all equity interests of Agenovir. The primary assets purchased in the acquisition were in-process research and development programs in human papillomavirus (“HPV”) and HBV using CRISPR/Cas9. The Company concluded that the assets acquired and liabilities assumed did not meet the definition of a business as a limited number of inputs were acquired but no substantive processes were acquired. As such, the acquisition was accounted for as an asset purchase. As purchase consideration, the Company agreed to pay cash of $11.5 million and issued an aggregate of 555,537 shares of Series A-2 convertible preferred stock, valued at $1.8 million on the transaction date, to the former Agenovir stockholders. The Company also assumed certain liabilities of $1.3 million. The estimated fair value of the Company’s Series A-2 convertible preferred stock was $3.15 per share as of the date of the transaction and was determined by management with the assistance of a third-party valuation specialist. The Company retained $2.0 million of the cash consideration as holdback to satisfy claims for indemnification, of which, $1.8 million was paid to Agenovir in April 2019. In addition to the equity, the Company incurred transaction costs of $0.7 million. The Company allocated the purchase price of $15.3 million between property and equipment of $0.8 million and in-process research and development of $14.5 million, based on the relative fair values of the assets acquired, which was expensed as research and development expenses in the accompanying consolidated statement of operations for the year ended December 31, 2018. During a specified period following the closing of the Agenovir acquisition, the Company will be required to pay Agenovir’s former stockholders up to $45.0 million in the aggregate for the achievement of specified development and regulatory milestones for the first HBV product, and if the Company elects to progress the HPV program, the Company will owe up to $45.0 million in the aggregate for the achievement of development and regulatory milestones for the first HPV product. In addition, during a specified period following the closing of the Agenovir acquisition, if the Company successfully commercializes one or more products arising from the HBV program or the HPV program, the Company will owe milestone payments for the achievement of specified levels of worldwide annual net sales of up to $90.0 million for products arising from each program, or up to $180.0 million in the aggregate, if the Company were to commercialize products from both the HBV program and the HPV program. The Company terminated the HPV program in February 2020 and no longer has any further obligations related to this program under the Agenovir Merger Agreement. None of the milestones have been achieved as of December 31, 2019, therefore no amounts were recognized relating to the contingent consideration. Acquisition of Statera In February 2018, the Company entered into an agreement and plan of reorganization with Statera Health, LLC (“Statera”), pursuant to which the Company acquired all equity interests of Statera. The Company paid $0.9 million in cash and issued an aggregate of 188,333 shares of Series A-2 Convertible Preferred Stock, valued at $0.6 million on the transaction date, to the former Statera stockholders as purchase consideration. The estimated fair value of the Company’s Series A-2 convertible preferred stock was $3.15 per share as of the date of the transaction and was determined by management with the assistance of a third party valuation specialist. The transaction was accounted for as an asset acquisition. The Company incurred transaction costs of $0.2 million. The primary asset purchased was a cloud-based predictive analytics platform that translates clinical data into casual hypotheses of disease pathophysiology. The cloud-based predictive analytics platform was accounted for as developed technology and is classified as finite-lived intangible assets and is being amortized on a straight-lined basis over an estimated useful life of three years. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill Goodwill of $16.9 million represents the excess of the purchase price over the estimated fair value of the net assets acquired from Humabs. The Company tests goodwill for impairment on an annual basis or sooner, if deemed necessary. There was no impairment for the year ended December 31, 2019. Intangible Assets The following table summarizes the carrying amount of the Company’s finite-lived intangible assets (in thousands): December 31, Weighted- Average Remaining Useful 2019 2018 Life (Years) Developed technology $ 7,000 $ 7,000 6.1 Less accumulated amortization (2,539 ) (1,316 ) Developed technology, net $ 4,461 $ 5,684 Finite-lived intangible assets are carried at cost less accumulated amortization. Of the total cost of developed technology, $4.8 million and $2.2 million resulted from the acquisitions of Humabs and Statera, respectively. Amortization expense related to finite-lived intangible assets, included in research and development expenses in the consolidated statement of operations, totaled $1.2 million, $1.1 million and $0.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. Based on the finite-lived intangible assets recorded as of December 31, 2019, the estimated future amortization expense for the next five years is as follows (in thousands): Year Ending December 31: 2020 $ 1,223 2021 584 2022 499 2023 499 2024 226 Total $ 3,031 Indefinite-Lived Intangible Assets As of December 31, 2019, the Company had indefinite-lived intangible assets of $31.2 million related to the purchased IPR&D from the Humabs acquisition. No impairment losses have been recorded for the years ended December 31, 2019 and 2018. |
Grant, License and Collaboratio
Grant, License and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Grant, License and Collaboration Agreements | 6. The Company is a party to various grant and customer contract agreements. Descriptions of the material agreements are included below. Bill & Melinda Gates Foundation Grants Campylo/EPEC/EAEC Grant As part of the Company’s acquisition of Humabs in August 2017, the Company acquired a grant agreement with the Bill & Melinda Gates Foundation pursuant to which it was awarded a grant totaling up to $4.7 million (the “2017 Grant”). The 2017 Grant supported the Company’s discovery, characterization and selection of human monoclonal antibodies with pre-clinical efficacy against three enteric pathogens responsible for life-threatening diarrhea in neonates. The 2017 Grant expired on May 31, 2019. Payments received in advance that were related to future research activities were deferred and recognized as revenue when the donor-imposed conditions were met, which was as the research and development activities were performed. The Company recognized grant revenue of $0.9 million, $2.0 million and $0.8 million for the years ended December 31, 2019, 2018 and 2017, respectively. Human Immunodeficiency Virus (“HIV”) Grant On January 26, 2018, the Company entered into a grant agreement with the Bill & Melinda Gates Foundation pursuant to which it was awarded a grant totaling up to $12.2 million for its HIV program (the “HIV Grant”). The HIV Grant will remain in effect until June 30, 2020, unless earlier terminated by the Bill & Melinda Gates Foundation for the Company’s breach, failure to progress the funded project, in the event of the Company’s change of control, change in the Company’s tax status, or significant changes in the Company’s leadership that the Bill & Melinda Gates Foundation reasonably believes may threaten the success of the project. In February 2020, the parties amended the HIV Grant. See Note 17 – Subsequent Events for further discussion. Payments received in advance that are related to future research activities are deferred and recognized as revenue when the donor-imposed conditions are met, which is as the research and development activities are performed. The Company recognized grant revenue of $3.7 million and $4.4 million for the years ended December 31, 2019 and 2018, respectively. Tuberculosis (“TB”) Grant On March 16, 2018, the Company entered into a grant agreement with the Bill & Melinda Gates Foundation pursuant to which it was awarded a grant totaling up to $14.9 million for its TB program (the “TB Grant”). The TB Grant will remain in effect until June 30, 2020, unless earlier terminated by the Bill & Melinda Gates Foundation for the Company’s breach, failure to progress the funded project, in the event of the Company’s change of control, change in the Company’s tax status, or significant changes in the Company’s leadership that the Bill & Melinda Gates Foundation reasonably believes may threaten the success of the project. The Company anticipates extending the term of the TB Grant by another year. Payments received in advance that are related to future research activities are deferred and recognized as revenue when the donor-imposed conditions are met, which is as the research and development activities are performed. The Company recognized grant revenue of $1.9 million and $2.3 million for the years ended December 31, 2019 and 2018, respectively. National Institutes of Health As part of the Company’s acquisition of TomegaVax in September 2016, the Company acquired grant agreements related to TomegaVax’s research effort in infectious diseases and cancer that entitled them to several awards under the Small Business Innovation Research Program from the National Institutes of Health (“NIH”). Through December 31, 2019, the Company has acquired or been awarded grants from NIH totaling $5.1 million. These grants are cost plus fixed fee agreements in which the Company is reimbursed for its direct and indirect costs. Only costs that are allowable under certain government regulations and NIH’s supplemental policy and procedure manual may be claimed for reimbursement, subject to government audit. The Company recognized grant revenue of $0.9 million, $1.1 million and $1.8 million for the years ended December 31, 2019, 2018 and 2017, respectively. Brii Biosciences In May 2018, the Company entered into an option and license agreement (the “Brii Agreement”) with Brii Biosciences Limited (previously named BiiG Therapeutics Limited) (“Brii Bio Parent”) and Brii Biosciences Offshore Limited (“Brii Bio”), pursuant to which the Company granted to Brii Bio, with respect to up to four of the Company’s programs, an exclusive option to obtain exclusive rights to develop and commercialize compounds and products arising from such programs in China, Taiwan, Hong Kong and Macau (collectively, the “China Territory”) for the treatment, palliation, diagnosis, prevention or cure of acute and chronic diseases of infectious pathogen origin or hosted by pathogen infection (the “Field of Use”). The Company’s HBV siRNA program being developed under the Alnylam Agreement (described below) is included within the Brii Agreement as a program for which Brii Bio may exercise one of its options. In partial consideration for the options granted by the Company to Brii Bio, Brii Bio Parent and Brii Bio granted the Company, with respect to up to four of Brii Bio Parent’s or Brii Bio’s programs, an exclusive option to be granted exclusive rights to develop and commercialize compounds and products arising from such Brii Bio programs in the United States for the Field of Use. The number of options that the Company may exercise for a Brii Bio program is limited to the corresponding number of options that Brii Bio exercises for a Vir program. As of December 31, 2019, and 2018, no license option had been exercised. As partial consideration for the Company’s entry into the Brii Agreement, upon closing of Brii Bio Parent’s Series A preferred stock financing, the Company received ordinary shares equal to 9.9% of the outstanding shares in Brii Bio Parent. As a result of Brii Bio’s right to exercise one of its options for the Company’s HBV siRNA program, under the terms of the Alnylam Agreement, as amended, the Company will transfer to Alnylam a specified percentage of such equity consideration allocable to such program. The Company also received an option to purchase additional ordinary shares of Brii Bio Parent at a purchase price of $0.0001 per share in connection with additional Series A preferred stock issuances by Brii Bio Parent and an option to acquire shares of Brii Bio Parent’s Series B preferred stock (“Series B Closing Option”) upon the occurrence of a Series B financing at the same purchase price paid by the other Series B investors. With respect to programs for which Brii Bio exercises its options, Brii Bio will be required to pay the Company an option exercise fee for each such Vir program ranging from the mid-single-digit millions up to $20.0 million, determined based on the commercial potential of the licensed program. Brii Bio will also be required to pay regulatory milestone payments on a licensed product-by-licensed product basis ranging from the mid-single-digit millions up to $30.0 million, also determined based on the commercial potential of such program. Following commercialization, Brii Bio will be required to make sales milestone payments based on certain specified levels of aggregate annual net sales of products arising from each licensed program in the China Territory, up to an aggregate of $175.0 million per licensed program. Brii Bio also will pay royalties to the Company that range from the mid-teens to the high-twenties, as described below. Upon exercise of each option for a Brii Bio program, the Company will be required to pay to Brii Bio an option exercise fee ranging from the low tens of millions to up to $50.0 million, determined based on the commercial potential of the licensed program. The Company will be required to make regulatory milestone payments to Brii Bio on a licensed product-by-licensed product basis ranging from the low tens of millions up to $100.0 million, also determined based on the commercial potential of such program. The Company will also be required to make sales milestone payments based on certain specified levels of aggregate annual net sales of products in the United States arising from each licensed program, up to an aggregate of $175.0 million per licensed program. In addition, the Company is obligated under the Brii Agreement to pay Brii Bio tiered royalties based on net sales of products arising from the licensed programs in the United States, and Brii Bio is obligated to pay the Company tiered royalties based on net sales of products arising from the licensed programs in the China Territory. The rates of royalties payable by the Company to Brii Bio, and by Brii Bio to the Company, on net sales range from mid-teens to high-twenties. Each party’s obligations to pay royalties expires, on a product-by-product and territory-by-territory basis, on the latest of 10 years after the first commercial sale of such licensed product in the United States or China Territory, as applicable; the expiration or abandonment of licensed patent rights that cover such product in the United States or China Territory, as applicable; and the expiration of regulatory exclusivity in the United States or the China Territory, as applicable. Royalty rates are subject to specified reductions and offsets. The Brii Agreement will remain in force until expiration of all options or, if any option is exercised, expiration of all royalty payment obligations for all licensed products within such licensed program, unless terminated in its entirety or on a program-by-program basis by either party. Each party may terminate for convenience all rights and obligations with respect to any program for which it has an option, with 30 days’ written notice (if the terminating party has not exercised an option for such program) or 180 days’ notice (following the exercise of an option for such program). The Brii Agreement may also be terminated by either party for insolvency of the other party, and either party may terminate the Brii Agreement in its entirety or on a program-by-program basis for the other party’s uncured material breach on 60 days’ written notice (or 30 days’ notice following failure to make payment). The Company has determined that Brii Bio Parent and its wholly owned subsidiary Brii Bio are variable interest entities due to their reliance on future financing and having insufficient equity at risk. However, the Company does not have the power to direct activities which most significantly impact the economic success of these entities and is not considered the primary beneficiary of these entities. Therefore, the Company does not consolidate Brii Bio Parent or Brii Bio. The Company also determined that it does not exercise significant influence over Brii Bio Parent or Brii Bio. The investment in Brii Bio Parent was recorded at its initial estimated fair value of $6.6 million and was subsequently accounted for under the cost method. The Company also recorded a contract liability of $6.6 million within deferred revenue which represents deferred consideration for the four options that the Company granted to Brii Bio. The deferred consideration will be recognized when Brii Bio exercises its options or the options expire. In 2019, the Company adopted ASU 2016-01 and elected to account for its investment in Brii Bio Parent’s ordinary shares at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment in Brii Bio Parent. As of December 31, 2019 and 2018, the carrying value of the investment in Brii Bio is $6.6 million, which is included in other assets on the consolidated balance sheets. There were no identical or similar investment transactions in Brii Biosciences that would require any changes to the carrying value of the Company’s investment as of December 31, 2019. The Company’s maximum exposure to loss under the Brii Agreement is represented by options to acquire licenses to develop and commercialize potential products and future milestone payments. The ultimate expense that the Company incurs under the Brii Agreement cannot be quantified at this time as the amount will vary based on the timing and outcome of research activities. Alnylam In October 2017, the Company entered into the Alnylam Agreement for the development of siRNA products for the treatment of HBV and following the exercise of certain program options, the development and commercialization of siRNA therapeutic products directed to up to four other infectious disease targets selected by the Company. The technology licensed under the Alnylam Agreement forms the basis of the Company’s siRNA technology platform. Pursuant to the Alnylam Agreement, the Company obtained a worldwide, exclusive license to develop, manufacture and commercialize the HBV siRNA product candidates, including VIR-2218, for all uses and purposes other than agricultural, horticultural, forestry, aquaculture and other residential applications, such excluded fields, the Excluded Fields. In addition, Alnylam granted us an exclusive option, for each of the infectious disease siRNA programs directed to the Company’s selected targets, to obtain a worldwide, exclusive license to develop, manufacture and commercialize siRNA products directed to the target of each such program for all uses and purposes other than the Excluded Fields. On a product-by-product basis for each product arising from the HBV and, following the Company’s option exercise, the infectious disease programs, Alnylam has an exclusive option, exercisable during a specified period prior to the initiation of a Phase 3 clinical trial for each such product, to negotiate and enter into a profit-sharing agreement for such product. The Company and Alnylam are jointly responsible for funding the initial research and development activities for VIR-2218 through completion of proof of concept studies. Prior to the exercise of the Company’s option for each siRNA program directed to one of the Company’s selected infectious disease targets, Alnylam is responsible for conducting all development activities, at the Company’s expense, in accordance with an agreed upon development plan. Following the Company’s exercise of an option for a program and payment of the program option exercise fee and any outstanding program costs due to Alnylam, the Company is solely responsible, at the Company’s expense (subject to Alnylam’s exercise of a profit-sharing option), for conducting all development, manufacture and commercialization activities for products arising from each such program. If Alnylam exercises a profit-sharing option for a product, the Company will negotiate the terms of such profit-sharing agreement, which will include sharing equally with Alnylam all subsequent costs associated with the development of such product, as well as the profits and losses in connection with such product, subject to reimbursement by Alnylam of a portion of specified development costs in certain circumstances. Pursuant to the Alnylam Agreement, the Company paid Alnylam an upfront fee of $10.0 million and issued to Alnylam 1,111,111 shares of the Company’s common stock. Both the upfront fee and the estimated fair value of the common stock were recognized as research and development expenses in 2017. Additionally, the receipt of consideration from Brii Bio as discussed above triggered a requirement under the Alnylam Agreement to transfer a portion of the consideration, consisting of equity in Brii Bio, to Alnylam. Accordingly, the Company recognized a liability of $0.8 million as of December 31, 2018 and a corresponding charge to research and development expenses. Upon the achievement of a certain development milestone, the Company will also issue shares of the Company’s common stock equal to the lesser of (i) 1,111,111 shares or (ii) a certain number of shares based on the Company’s stock price at the time such milestone is achieved (the “Milestone Shares”). The Company will be required to pay Alnylam up to $190.0 million in the aggregate for the achievement of specified development and regulatory milestones by the first siRNA product directed to HBV, and up to $115.0 million for the achievement of specified development and regulatory milestones by the first product directed to the target of each infectious disease siRNA program for which the Company exercised its option. Following commercialization, the Company will be required to pay to Alnylam up to $250.0 million in the aggregate for the achievement of specified levels of net sales by siRNA products directed to HBV and up to $100.0 million for the achievement of specified levels of net sales by products directed to the target of each infectious disease siRNA program for which the Company exercised its option. The Company may also be required to pay Alnylam tiered royalties at percentages ranging from the low double-digits to mid-teens on annual net sales of HBV products, and tiered royalties at percentages ranging from the high single-digits to the sub-teen double-digits on annual net sales of licensed infectious disease products, in each case subject to specified reductions and offsets. The royalties are payable on a product-by-product and country-by-country basis until the later of the expiration of all valid claims of specified patents covering such product in such country and 10 years after the first commercial sale of such product in such country. No such liabilities have been recorded as of December 31, 2019. The term of the Alnylam Agreement will continue, on a product-by-product and country-by-country basis, until expiration of all royalty payment obligations under the Alnylam Agreement. If the Company does not exercise its option for an infectious disease program directed to one of its selected targets, the Alnylam Agreement will expire upon the expiration of the applicable option period with respect to such program. However, if Alnylam exercises its profit-sharing option for any product, the term of the Alnylam Agreement will continue until the expiration of the profit-sharing arrangement for such product. The Company may terminate the Alnylam Agreement on a program-by-program basis or in its entirety for any reason on 90 days’ written notice. Either party may terminate the agreement for cause for the other party’s uncured material breach on 60 days’ written notice (or 30 days’ notice for payment breach), or if the other party challenges the validity or enforceability of any patent licensed to it under the Alnylam Agreement on 30 days’ notice. In February 2020, the Company completed the transfer of a portion of its equity in Brii Bio to Alnylam. In addition, in March 2020, the Company and Alnylam executed an amendment to the Alnylam Agreement. See Note 17 – Subsequent Events for further discussion. At inception of the Alnylam Agreement, the Milestone Shares did not meet the net settlement criteria to be accounted for as an embedded derivative. Therefore, there was no liability recorded from the inception of the Alnylam Agreement through September 30, 2019. Upon completion of the Company’s IPO in October 2019, the net settlement criteria of the definition of an embedded derivative had been met for the Milestone Shares. The initial fair value of the embedded derivative was estimated to be $13.6 million and was charged to research and development expense. The estimated fair value of the derivative liability was $12.4 million as of December 31, 2019. The Company incurred $18.1 million, $8.3 million and $1.1 million of expenses for the joint funding of development activities for the proof of concept study under the Alnylam Agreement during the years ended December 31, 2019, 2018 and 2017, respectively. Visterra In August 2017, the Company entered into a collaboration, license and option agreement (the “Visterra Agreement”) with Visterra, Inc. (“Visterra”) to license Visterra’s proprietary technology and to research, develop, and commercialize certain product candidates. Under the Visterra Agreement, the Company paid an upfront fee of $25.0 million, which was recognized as research and development expenses in 2017. Rockefeller University In July 2018, the Company entered into an exclusive license agreement with The Rockefeller University (“Rockefeller”), which was amended in May 2019 (the “Rockefeller Agreement”). Pursuant to the Rockefeller Agreement, Rockefeller granted the Company a worldwide exclusive license under certain patent rights, and a worldwide non-exclusive license under certain materials and know-how covering certain antibody variants relating to a specified mutation leading to enhanced antibody function and utility, to develop, manufacture and commercialize infectious disease products covered by the licensed patents, or that involve the use or incorporation of the licensed materials and know-how, in each case for all uses and purposes for infectious diseases. The Company uses technology licensed under the Rockefeller Agreement in the Company’s antibody platform and in the Company’s product candidate VIR-3434. The Company paid Rockefeller an upfront fee of $0.3 million for entry into the Rockefeller Agreement, and is required to pay annual license maintenance fees of $1.0 million, which will be creditable against royalties following commercialization. In addition, for achievement of specified development and regulatory milestone events, the Company will be required to pay up to $8.5 million with respect to the first infectious disease product for the HIV indication, up to $7.0 million with respect to each of the first four other infectious disease products with specified projected peak worldwide annual net sales, and up to $3.6 million with respect to any other infectious disease product. Following regulatory approval, the Company will be required to pay commercial success milestones of up to $40.0 million in the aggregate for the achievement of specified aggregate worldwide annual net sales of the first infectious disease product for the HIV indication and the first four infectious disease products with specified projected peak worldwide annual net sales. The Company will also be required to pay to Rockefeller a royalty at a low single-digit percentage rate on net sales of licensed products, subject to certain adjustments. The Company’s obligation to pay royalties to Rockefeller will terminate, on a product-by-product and jurisdiction-by-jurisdiction basis, upon the latest of the expiration of the last valid claim of a licensed patent in such jurisdiction, the expiration of all regulatory exclusivity in such jurisdiction or 12 years following the first commercial sale of the applicable licensed product in such jurisdiction. The Company recognized $1.0 million of annual license maintenance fee as research and development expense for the year ended December 31, 2019. The Rockefeller Agreement will remain in force, absent earlier termination, until the expiration of all of the Company’s obligations to pay royalties to Rockefeller in all jurisdictions. The Company has the right to terminate the Rockefeller Agreement in its entirety, or in part, for any reason on 60 days’ written notice to Rockefeller. Rockefeller may terminate the Rockefeller Agreement on 90 days’ written notice for the Company’s uncured material breach, or if the Company challenges the validity or enforceability of any of the licensed patents, or immediately in the event of the Company’s insolvency. Rockefeller may also terminate the Rockefeller Agreement if the Company ceases to carry on business with respect to the rights granted to the Company under the agreement. MedImmune In September 2018, the Company entered into a license agreement (“2018 MedImmune Agreement”) with MedImmune, Inc. (“MedImmune”), pursuant to which the Company obtained a worldwide, exclusive license to develop and commercialize half-life extended versions of two specified antibodies under development by MedImmune that target influenza A and influenza B, respectively, for all uses in humans and animals. The Company is developing VIR-2482 using technology licensed under the 2018 MedImmune Agreement. In consideration for the grant of the licenses under the 2018 MedImmune Agreement, the Company made an upfront payment to MedImmune of $10.0 million. The upfront fee was recognized as research and development expenses in the third quarter of 2018. The Company will be obligated to make development, regulatory, and commercial milestone payments of up to $343.3 million in the aggregate relating to influenza A and influenza B products. MedImmune will also be entitled to receive tiered royalties based on net sales of products containing half-life extended versions of antibodies directed to influenza A and/or influenza B at percentages ranging from the mid-single-digits to sub-teen double-digits. The 2018 MedImmune Agreement will remain in force until the expiration on a country-by-country and product-by-product basis of all of the Company’s obligations to pay royalties to MedImmune. The Company may terminate the 2018 MedImmune Agreement in its entirety or on a product-by-product basis, for convenience, upon 120 days’ notice. Either party may terminate the 2018 MedImmune Agreement for cause for the other party’s uncured material breach on 60 days’ notice or immediately in the event of bankruptcy of the other party. Additionally, MedImmune may terminate the 2018 MedImmune Agreement for cause on 30 days’ written notice if the Company challenges the validity or enforceability of the patents to which the Company has obtained a license under the 2018 MedImmune Agreement. In August 2019, the Company achieved one of the specified development milestones relating to influenza A pursuant to the 2018 MedImmune Agreement. As such, the Company paid $5.0 million related to this milestone event in September 2019. The milestone payment was expensed to research and development. Xencor In August 2019, the Company entered into a patent license agreement (the “Xencor Agreement”) with Xencor, Inc., (“Xencor”). Pursuant to the Xencor Agreement, the Company obtained a non-exclusive, sublicensable (only to its affiliates and subcontractors) license to incorporate Xencor’s half-life extension Fc region-related technologies into, and to evaluate, antibodies that target influenza A and HBV, and a worldwide, non-exclusive, sublicensable license to develop and commercialize products containing such antibodies incorporating such technologies for all uses, including the treatment, palliation, diagnosis and prevention of human or animal diseases, disorders or conditions. The Company is obligated to use commercially reasonable efforts to develop and commercialize an antibody product that incorporates Xencor’s half-life extension Fc-related technologies, for each of the influenza A and HBV research programs. These technologies are used in the Company’s VIR-2482 and VIR-3434 product candidates. In consideration for the grant of the license, the Company paid Xencor an upfront fee. For each of the influenza A and HBV research programs, the Company will be required to pay Xencor development and regulatory milestone payments of up to $17.8 million in the aggregate, and commercial sales milestone payments of up to $60.0 million in the aggregate, for a total of up to $77.8 million in aggregate milestones for each program and $155.5 million in aggregate milestones for both programs. On a product-by-product basis, the Company will also be obligated to pay tiered royalties based on net sales of licensed products in the low single-digits. The royalties are payable, on a product-by-product and country-by-country basis, until the expiration of the last to expire valid claim in the licensed patents covering such product in such country. The Xencor Agreement will remain in force, on a product-by-product and country-by-country basis, until expiration of all royalty payment obligations under the Xencor Agreement. The Company may terminate the Xencor Agreement in its entirety, or on a target-by-target basis, for convenience upon 60 days’ written notice. Either party may terminate the Xencor Agreement for the other party’s uncured material breach upon 60 days’ written notice (or 30 days in the case of non-payment) or in the event of bankruptcy of the other party immediately upon written notice. Xencor may terminate the Xencor Agreement immediately upon written notice if the Company challenges, or upon 30 days’ written notice if any of the Company’s sublicensees challenge, the validity or enforceability of any patent licensed to the Company under the Xencor Agreement. In August 2019, the Company achieved one of the specified development milestones pursuant to the Xencor Agreement. As such, the Company paid $0.8 million related to the upfront fee and this milestone event in September 2019. The total payment was expensed to research and development. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 7. Property and Equipment, net Property and equipment, net consists of the following: December 31, 2019 2018 (in thousands) Lab equipment $ 11,986 $ 7,538 Computer equipment 540 518 Furniture and fixtures 1,351 943 Leasehold improvements 7,121 3,114 Construction in progress 142 1,893 Property and equipment, gross 21,140 14,006 Less accumulated depreciation and amortization (4,832 ) (1,716 ) Total property and equipment, net $ 16,308 $ 12,290 Depreciation and amortization expenses were $3.3 million, $1.6 million and $0.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. Sale-Leaseback Transaction In August 2019, the Company entered into a lease agreement whereby the Company sold various laboratory instruments, furniture, and other equipment for gross proceeds of $1.2 million to a bank and leased them back for a five-year Accrued Liabilities Accrued liabilities consist of the following: December 31, 2019 2018 (in thousands) Payroll and related expenses $ 9,410 $ 6,165 Research and development expenses 12,530 5,016 Restricted stock liability 1,434 — Financing lease obligation, current 237 — Other professional and consulting expenses 1,634 694 Other accrued expenses 1,250 2,659 Total accrued liabilities $ 26,495 $ 14,534 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Facility Leases The Company has various lease arrangements for office and laboratory space located in California, Oregon, Missouri and Switzerland with contractual lease periods expiring between 2020 and 2028. The lease agreements also provide the Company with the option to renew for additional periods ranging from one to five years. In addition, the Company entered into a sale-leaseback transaction in August 2019. See further discussion in Note 7—Balance Sheet Components. Rent expense is recognized on a straight-line basis over the terms of the operating leases accordingly and the Company records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. The following are the aggregate non-cancelable future minimum lease payments under operating and financing leases as of December 31, 2019 (in thousands): Year Ending December 31: 2020 $ 4,525 2021 4,145 2022 4,206 2023 4,250 2024 and thereafter 4,005 Total $ 21,131 Rent expense for the years ended December 31, 2019, 2018 and 2017 were $4.4 million, $4.0 million and $2.6 million, respectively. Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. In addition, the Company has entered into indemnification agreements with its directors and certain officers that may 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. To date, no demands have been made upon the Company to provide indemnification under these agreements, and thus, there are no indemnification claims that the Company is aware of that could have a material effect on the Company’s consolidated balance sheets, consolidated statements of operations, or consolidated statements of cash flows. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. In January 2017, the Company issued a promissory note to an executive officer and a promissory note to a director for an aggregate principal amount of $3.1 million with an interest rate of 1.97% per annum. Principal and interest under these notes were due the earlier of (i) December 31, 2025 or (ii) in an event of default. The entire principal amount was used to purchase 3,624,355 shares of restricted stock. The outstanding balance of these notes was $3.2 million as of December 31, 2018. In August 2019, in accordance with the terms of the notes, the Company received $3.3 million as repayment of the outstanding promissory notes and accrued interest. As the promissory notes were non-recourse in nature, they were accounted for as in-substance stock options. See further discussion in Note 12—Stock-Based Awards. As a result of the Brii Agreement in May 2018, the Company holds a minority equity interest in Brii Bio through its parent company, Brii Bio Parent. Additionally, the Company’s Chief Executive Officer and member of the board of directors as well as another member of the Company’s board of directors serve on Brii Bio Parent’s board of directors. In January 2019, the Company issued 18,202,213 shares of Series B convertible preferred stock to existing Series A-1 preferred stockholders. See further discussion in Note 10—Convertible Preferred Stock. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 10. Prior to the IPO, under the Company’s amended and restated certificate of incorporation, the Company was authorized to issue two classes of shares: preferred stock and common stock. The preferred stock was issued in series. In August 2017, the Series A-1 and B Preferred Stock Purchase Agreement was amended and restated (the “A&R Series A-1 and B Purchase Agreement”), pursuant to which the Company sold an aggregate of 25,843,330 shares of Series A-1 convertible preferred stock at $4.50 per share for gross proceeds of $116.3 million in five closings: (i) 21,111,110 shares in two closings in August 2017; (ii) 3,968,270 shares in two closings in September 2017; and (iii) 763,950 shares in October 2017. In June 2018, the A&R Series A-1 and B Purchase Agreement was amended (as amended, the “Amended A&R Series A-1 and B Purchase Agreement”), pursuant to which the Company sold an aggregate of 3,222,220 shares of Series A-1 convertible preferred stock at $4.50 per share for gross proceeds of $14.5 million in three closings (the “Additional Closings”): (i) 2,777,776 shares in two closings in June 2018; and (ii) 444,444 shares in July 2018. Pursuant to the Amended A&R Series A-1 and B Purchase Agreement, after the Additional Closings, the Company was authorized to sell up to 1,111,121 additional shares of Series A-1 convertible preferred stock in one or more additional closings. In January 2019, pursuant to the Amended A&R Series A-1 and B Purchase Agreement, the Company sold an aggregate of 18,202,213 shares of Series B convertible preferred stock at $18.00 per share for gross proceeds of $327.5 million in two closings (the “Series B Closing”). The Company was authorized to sell up to 4,020,009 additional shares of Series B convertible preferred stock in one or more additional closings. Upon closing of the IPO, all of the outstanding convertible preferred stock automatically converted into 88,112,733 shares of common stock. Subsequent to the closing of the IPO, there were no shares of convertible preferred stock outstanding. At December 31, 2018, convertible preferred stock consisted of the following (in thousands, except share and per share amounts): 2018 Shares Authorized Shares Issued and Outstanding Issuance Price per Share Carrying Value Liquidation Preference Series A-1 310,350,000 67,611,100 $ 4.50 $ 303,224 $ 322,100 Series A-2 11,100,000 2,299,420 $ 2.57 5,913 10,958 Series B 100,000,000 — — — — 421,450,000 69,910,520 $ 309,137 $ 333,058 The Company recorded its convertible preferred stock at the issuance price on the dates of issuance, net of issuance costs. Certain purchasers of Series A-1 convertible preferred stock committed to purchase a pre-determined number of shares of Series B convertible preferred stock at a purchase price of $18.00 per share. In the event that any purchaser of Series A-1 convertible preferred stock did not purchase such number of shares of Series B convertible preferred stock it agreed to purchase pursuant to the Amended A&R Series A-1 and B Purchase Agreement, other than as a result of the nonfulfillment of conditions to such purchaser’s obligation to purchase such shares, then (i) each share of Series A-1 convertible preferred stock and Series B convertible preferred stock (collectively, “Senior Preferred Stock”) originally purchased by such purchaser would have automatically converted into 5% of the number of shares of common stock that would otherwise have been issuable upon conversion of such shares if the purchaser had elected to convert the shares to common stock and (ii) with respect to any shares of common stock outstanding at the time of a Series B Closing that were issued to the purchaser upon its conversion election of Senior Preferred Stock, 95% of the shares of common stock issued upon such conversion would have been canceled by the Company for no consideration. No such conversions have taken place because the relevant purchasers of Series A-1 convertible preferred stock had purchased the number of Series B convertible preferred stock as committed pursuant to the Amended A&R Series A-1 and B Purchase Agreement. The convertible preferred stock was an equity instrument with various features, including convertibility and dividends. The Company determined that none of the features required bifurcation from the underlying shares, either because they were clearly and closely related to the underlying shares or because they did not meet the definition of a derivative. The Company did not separately account for the purchase rights of the shares of Series B convertible preferred stock described above as they were not freestanding from the associated shares of Series A-1 convertible preferred stock. The holders of the convertible preferred stock had the following rights and preferences: Dividend Rights The holders of preferred stock were entitled to receive dividends, if and when declared by the Company’s board of directors, at the rate of $0.27 per share per annum for each of Series A-1 convertible preferred stock and Series A-2 convertible preferred stock and $1.08 per share per annum for Series B convertible preferred stock, from and after the date of issuance of such shares. Conversion Rights Each share of Series A-1 convertible preferred stock, Series A-2 convertible preferred stock and Series B convertible preferred stock was convertible, at the option of the holder, into one share of common stock, subject to certain adjustments for dilution, if any, resulting from future stock issuances. Each share of Series A-1 convertible preferred stock, Series A-2 convertible preferred stock and Series B convertible preferred stock automatically converted into shares of common stock at the then-effective conversion rate for such share either: (i) upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, resulting in gross proceeds to the Company of not less than $200.0 million; or (ii) by vote or written consent of the holders of at least 60% of the then outstanding shares of Series A-1 convertible preferred stock and Series B convertible preferred stock. Additionally, in the event that any purchaser of Series A-1 convertible preferred stock did not purchase such number of shares of Series B convertible preferred stock it agreed to purchase pursuant to the Amended A&R Series A-1 and B Purchase Agreement, other than as a result of the nonfulfillment of conditions to such purchaser’s obligation to purchase such shares, then (i) each share of Senior Preferred Stock originally purchased by such purchaser automatically converted into 5% of the number of shares of common stock that would otherwise have been issuable upon conversion of such shares should the purchaser have elected to convert the shares to common stock and (ii) with respect to any shares of common stock outstanding at the time of a Series B Closing that were issued to the purchaser upon its conversion election of Senior Preferred Stock, 95% of the shares of common stock issued upon such conversion would have been canceled by the Company for no consideration. The conversion price for each series of preferred stock was subject to an adjustment in the event of stock split, stock dividend, combination or other similar recapitalization with respect to the common stock. Voting Rights Each holder of outstanding shares of preferred stock had voting rights equal to the whole number of shares of common stock into which such shares could have been converted as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Company’s amended and restated certificate of incorporation, the holders of the Series A-1 convertible preferred stock, Series A-2 convertible preferred stock and Series B convertible preferred stock voted together with the holders of common stock as a single class. Holders of shares of Series A-1 convertible preferred stock, voting as a separate class, were entitled to elect three directors of the Company prior to the date shares of Series B convertible preferred stock were issued (the “Series B Issuance Date”) and were entitled to elect two directors of the Company after the Series B Issuance Date. The holders of shares of Series A-2 convertible preferred stock, voting as a separate class, were entitled to elect one director of the Company. The holders of shares of Series B convertible preferred stock, voting as a separate class, were entitled to elect one director of the Company. Holders of a majority of the outstanding shares of common stock and preferred stock, voting as a single class on an as-converted basis, were entitled to elect any remaining directors. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or a deemed liquidation event, as further defined in the Company’s amended and restated certificate of incorporation, the holders of shares of Senior Preferred Stock then outstanding were entitled to be paid out of the assets of the Company available for distribution to its stockholders, on a pari passu basis and before any payment shall be made to the holders of Series A-2 convertible preferred stock and common stock, an amount per share equal to the greater of: (i) the original issue price of Senior Preferred Stock held plus any dividends accrued but unpaid, whether or not declared, together with any other dividends declared but unpaid thereon; or (ii) such amount per share as would have been payable if all shares of Senior Preferred Stock had been converted to common stock immediately prior to such liquidation, dissolution, winding up or deemed liquidation event. If assets of the Company available were insufficient to pay holders of Senior Preferred Stock the full amount they were entitled to, the holders of Senior Preferred Stock would have shared ratably in any distribution of the assets available for distribution in proportion to the amounts due such holders. After the payments of all preferential amounts required to the holders of shares of Senior Preferred Stock, the remaining assets of the Company would have been distributed among the holders of the shares of Series A-2 convertible preferred stock using the same distribution method as the Senior Preferred Stockholders. After the payments of all preferential amounts required to the holders of shares of Senior Preferred Stock and Series A-2 convertible preferred stock, the remaining assets of the Company available for distribution would have been distributed among the holders of the shares of common stock, pro rata based on the number of shares held by each such holder. Redemption The preferred stock was not redeemable at the option of the holder. Classification The Company classified the convertible preferred stock as temporary equity on the consolidated balance sheet as of December 31, 2018 as the shares could have been redeemed upon the occurrence of certain change in control events that were outside the Company’s control, including liquidation, sale or transfer of the Company. The Company has elected not to adjust the carrying values of the convertible preferred stock to the liquidation preferences of such shares because it was uncertain whether or when an event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of convertible preferred stock. Subsequent adjustments to the carrying values to the liquidation preferences would have been made only when it became probable that such a liquidation would occur. |
Convertible Preferred Stock War
Convertible Preferred Stock Warrant Liability | 12 Months Ended |
Dec. 31, 2019 | |
Convertible Preferred Stock Warrant Liability [Abstract] | |
Convertible Preferred Stock Warrant Liability | 11. In September 2016, the Company issued a warrant to purchase an aggregate of 244,444 shares of the Company’s Series A-1 convertible preferred stock with an exercise price of $4.50 per share in connection with the termination of a sponsor research agreement. The warrant was fully vested upon the issuance date and expires on September 11, 2026. The initial fair value of the warrant was calculated using the Black-Scholes pricing model and the following assumptions: volatility of 99.32%, expected term of 10 years, risk-free interest rate of 1.68%, exercise price of $4.50 and dividend rate of 0%. The fair value of the warrant was determined to be $1.0 million as of December 31, 2018. Upon the completion of the IPO in October 2019, the warrant automatically converted into a warrant to purchase 244,444 shares of common stock. Therefore, the convertible preferred stock warrant liability was reclassified to additional paid-in capital. |
Stock-Based Awards
Stock-Based Awards | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Awards | 12. 2016 Equity Incentive Plan In September 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”) for the issuance of incentive stock options (“ISO”), non-qualified stock options (“NSO”), stock appreciation rights (“SARs”), restricted stock and other stock awards, to employees, non-employee directors, and consultants under terms and provisions established by the Company’s board of directors and approved by the stockholders. Awards granted under the 2016 Plan expire no later than ten years from the date of grant. For ISO and NSO, the option price shall not be less than 100% of the estimated fair value on the date of grant. Options granted typically vest over a four-year In conjunction with adopting the 2019 Equity Incentive Plan (the “2019 Plan”), the Company discontinued the 2016 Plan with respect to the new equity awards. 2019 Equity Incentive Plan In September 2019, the Company’s board of directors adopted, with the approval of its stockholders, the 2019 Plan for the issuance of ISO, NSO, SARs, restricted stock, other stock awards and performance cash awards, to employees, non-employee directors, and consultants. The 2019 Plan became effective concurrent with the IPO. Awards granted under the 2019 Plan expire no later than ten years from the date of grant. For ISO and NSO, the option price shall not be less than 100% of the estimated fair value on the date of grant. Options granted typically vest over a four-year 2019 Employee Stock Purchase Plan In September 2019, the Company’s board of directors adopted, with the approval of its stockholders, the 2019 Employee Stock Purchase Plan (the “2019 ESPP”). The 2019 ESPP Plan became effective on the completion of the Company’s IPO. The 2019 ESPP authorizes the issuance of 1,280,000 shares of the Company’s common stock under purchase rights granted to its employees or to employees of any of the Company’s designated affiliates. The number of shares of the Company’s common stock reserved for issuance is subject to automatic increase at each calendar year. Under the 2019 ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. The 2019 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their earnings, subject to any plan limitations. Unless otherwise determined by the Company’s board of directors, employees are able to purchase shares at 85% Stock Option Activity Activity under the Company’s stock option plans is set forth below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (Years) (in thousands) Outstanding at December 31, 2018 5,044,924 $ 1.50 9.1 Granted 3,337,501 9.74 Exercised (756,425 ) 1.49 Canceled (439,702 ) 2.86 Outstanding at December 31, 2019 7,186,298 5.25 8.5 $ 55,065 Vested and expected to vest at December 31, 2019 7,186,298 5.25 8.5 55,065 Vested and exercisable at December 31, 2019 1,868,616 $ 2.27 7.9 $ 19,254 The aggregate intrinsic value of options exercised during the year ended December 31, 2019 was $5.5 million. The aggregate intrinsic value of options exercised During the years ended December 31, 2019, 2018 and 2017, the estimated weighted-average grant date fair value of the options granted was $7.83, $1.72 and $1.08 per share, respectively. As of December 31, 2019, the Company expects to recognize the remaining unamortized stock-based compensation expense of $25.1 million related to stock options, over an estimated weighted average period of 2.7 years. Stock Options Granted to Employees The fair value of stock options granted to employees was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2019 2018 2017 Expected term of options (in years) 5.9 – 6.1 6.0 5.9 – 6.0 Expected stock price volatility 86.5% – 89.4% 86.4% – 88.0% 86.5% – 87.3% Risk-free interest rate 1.5% – 2.5% 2.5% – 3.0% 1.4% – 2.2% Expected dividend yield — — — The valuation assumptions were determined as follows: Expected Term— The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Expected Volatility— The expected volatility was determined by examining the historical volatilities for industry peers and using an average of historical volatilities of Company’s industry peers as the Company does not have a sufficient historical trading history for its own stock. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Risk-Free Interest Rate— The Company based the risk-free interest rate over the expected term of the options based on the constant maturity rate of U.S. Treasury securities with similar maturities as of the date of the grant. Expected Dividend Rate— The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its profit interest units in the foreseeable future. Restricted Stock Activity The following table summarizes restricted stock activity: Number of Shares Weighted Average Fair Value at Date of Grant per Share Unvested as of December 31, 2017 7,062,406 $ 1.15 Vested (2,247,673 ) 1.15 Unvested as of December 31, 2018 4,814,733 1.15 Vested (2,739,222 ) 0.99 Unvested as of December 31, 2019 2,075,511 $ 0.95 The shares of restricted stock have not been included in the shares issued and outstanding. In January 2017, the Company entered into a restricted stock purchase agreement with an executive officer and a restricted stock purchase agreement with a director whereby the executive officer and the director purchased an aggregate of 3,624,355 shares of restricted stock. The consideration for the restricted stock was the issuance of promissory notes which are non-recourse in nature and are accounted for as in-substance stock options. The Company measured compensation cost for these in-substance options based on their estimated fair value on the grant date using the Black-Scholes pricing model. The Company is recognizing compensation cost over the requisite service period with an offsetting credit to additional paid-in capital. In August 2019, in accordance with the terms of the notes, the Company received $3.3 million as repayment of the outstanding promissory notes and accrued interest. The Company recognized a liability of $1.4 million for the portion of the promissory note repayment which relates to restricted common stock subject to future vesting as of December 31, 2019. The Company will reduce the restricted stock liability as the common stock vests. As of December 31, 2019, there was $1.1 million of total unrecognized compensation cost related to unvested restricted stock, all of which is expected to be recognized over a remaining weighted-average period of 0.8 years. Stock-Based Compensation Expense The following table sets forth the total stock-based compensation expense for all awards granted to employees and non-employees, including shares sold through the issuance of non-recourse promissory notes of which all the shares are considered to be options for accounting purposes in the Company’s statement of operations: Year Ended December 31, 2019 2018 2017 (in thousands) Research and development $ 3,034 $ 1,056 $ 445 General and administrative 5,685 3,997 4,337 Total stock-based compensation $ 8,719 $ 5,053 $ 4,782 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share As the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common securities outstanding would have been anti-dilutive Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of December 31, 2019 2018 2017 Convertible preferred stock — 69,910,520 65,944,430 Options issued and outstanding 7,186,298 5,044,924 2,479,141 Restricted shares subject to future vesting 2,075,511 4,814,733 7,062,406 Warrants to purchase convertible preferred stock — 244,444 244,444 Warrants to purchase common stock 244,444 — — Total 9,506,253 80,014,621 75,730,421 |
Defined Benefit Pension and Oth
Defined Benefit Pension and Other Postretirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
Defined Benefit Plans And Other Postretirement Benefit Plans Disclosures [Abstract] | |
Defined Benefit Pension and Other Postretirement Plans | 14. Defined Contribution Plan In October 2017, the Company began to sponsor a 401(k) retirement savings plan for the benefit of its employees. Eligible employees may contribute a percentage of their compensation to this plan, subject to statutory limitations. The Company made contributions to the plan for eligible participants, and recorded contribution expenses of $1.2 million, $0.7 million, and $0.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. Postretirement Benefits (Pension Plans) for Humabs The Company’s subsidiary, Humabs, provides its Swiss employees with mandatory cash balance pension benefits whereby employer and employee contributions are accumulated in individual accounts with interest to retirement or withdrawal, if earlier. The benefits are financed through the Swiss Life Collective BVG Foundation with Swiss Life Asset Management through two separate plans. The plans insured base salary and annual incentives up to an aggregate maximum of CHF 0.9 million ($0.9 million as of December 31, 2019). In addition to retirement benefits, the plans provide benefits on death or long-term disability of its employees. The first plan is a defined normal benefit plan which is funded 65% by the Company and 35% by employee contribution to a collective foundation with Swiss Life Asset Management. On retirement, the plan participant will receive his/her accumulated savings, which consist of all contributions paid by the employer and the employees, net of any withdrawals, and the interest granted on those savings at the discretion of the pension foundation. At that time, the plan participant has the right to choose between a lump-sum payment and an annuity, or a combination thereof. The annuity is calculated using a fixed conversion rate determined by the pension foundation. The pension fund’s plan assets are pooled and the Company’s share is calculated based on its share of retirement savings. Additional funding requirements may be determined by the pension foundation in case of a severe underfunding. Should the Company withdraw from the plan, the withdrawal may qualify as a partial liquidation/settlement under Swiss law, which may trigger an obligation to fund any proportionate deficit or a right to any overfunding in existence at that time. The second plan is a defined management plan. This plan is set up as a collective foundation with Swiss Life Contributions are expressed as an age-related percentage of pensionable salary between limits and are shared between Humabs and its employees. The Company paid contributions of $0.2 million and employees paid $0.1 million for the year ended December 31, 2019. The following table sets forth the net liability recognized in the consolidated balance sheets (in thousands): December 31, 2019 2018 (in thousands) Projected benefit obligation $ (5,400 ) $ (3,887 ) Fair value of plan assets 3,485 2,770 Net unfunded status $ (1,915 ) $ (1,117 ) The key assumptions used to measure the liabilities are as follows: Year Ended December 31, 2019 2018 Discount rate 0.30 % 0.85 % Salary increase 1.00 % 1.00 % Expected rate of return on assets 0.70 % 0.80 % Mortality (1) BVG2015, CMI 2016 (1.50%) BVG2015, CMI 2016 (1.50%) (1) The calculation of the projected benefit obligation utilized the BVG 2015 Generational base table for assumptions related to the mortality rates, disability rates, turnover rates, and early retirement ages; and an allowance for anticipated mortality improvements beyond the effective date of the underlying base table. The expected rate of return on assets corresponds to the return on benefits expected to be provided under the insurance contract. Net periodic pension cost includes the following components (in thousands): Year Ended December 31, August 22, 2017 to 2019 2018 December 31, 2017 (in thousands) Service cost $ 268 $ 261 $ 99 Interest cost 33 23 7 Expected return on plan assets (22 ) (20 ) (6 ) Net funded status $ 279 $ 264 $ 100 The benefits expected to be paid over the next 10 years are as follows (in thousands): Year Ending December 31, 2020 $ 222 2021 220 2022 218 2023 215 2024 212 2025-2029 1,040 $ 2,127 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Loss before benefit from income taxes consists of the following (in thousands): Year Ended December 31, 2019 2018 2017 Domestic $ (138,724 ) $ (110,399 ) $ (77,947 ) Foreign (35,805 ) (5,965 ) (2,829 ) Total loss before provision for (benefit from) income taxes $ (174,529 ) $ (116,364 ) $ (80,776 ) The components of income tax expense (benefit) consist of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ — $ — $ — State — — — Foreign 154 20 — 154 20 — Deferred: Federal — (445 ) (10,924 ) State — (55 ) — Foreign — — — — (500 ) (10,924 ) Provision for (benefit from) income taxes $ 154 $ (480 ) $ (10,924 ) A reconciliation between the expected income tax provision at the federal statutory rate and the reported income tax benefit is as follows: Year Ended December 31, 2019 2018 2017 U.S. federal statutory income tax rate 21.0 % 21.0 % 34.0 % Foreign tax at less than federal statutory rate (0.3 ) (0.1 ) (0.5 ) Effect of Tax Act — — (6.8 ) State taxes, net of federal benefit 2.4 2.0 5.0 Research and development tax credit 2.0 2.2 1.0 Acquired IPR&D — (2.9 ) — Permanent items (0.8 ) (0.4 ) (0.1 ) Changes in valuation allowance (24.3 ) (21.4 ) (19.0 ) Other (0.1 ) — (0.1 ) Effective income tax rate (0.1 )% 0.4 % 13.5 % The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018, are related to the following: December 31, 2019 2018 (in thousands) Deferred tax assets (liabilities): Net operating loss carryforwards $ 67,493 $ 36,358 Research and development tax credit carryforward 6,978 3,357 Reserves and accruals 8,502 1,331 Property and equipment 8,180 7,761 IPR&D (8,647 ) (8,647 ) Net deferred tax assets 82,506 40,160 Valuation allowance (85,811 ) (43,465 ) Net deferred tax liabilities $ (3,305 ) $ (3,305 ) The Company has incurred significant tax losses since inception. Based on the available objective evidence, the Company cannot conclude it is more likely than not that the net deferred tax assets will be fully realizable. Accordingly, the Company has provided a valuation allowance against its net deferred tax assets. For the years ended December 31, 2019, 2018 and 2017, the valuation allowance increased by $42.3 million, $26.0 million, and $15.8 million, respectively. As of December 31, 2019, the Company has net operating loss carryforwards of $241.6 million for federal purposes and $118.8 million for state tax purposes. If not utilized, these carryforwards will begin expiring in 2034 for federal and in 2031 for state tax purposes. The federal net operating losses (“NOLs”) generated after December 31, 2017, have an infinite carryforward period and subject to 80% deduction limitation based upon pre-NOL deduction taxable income. As of December 31, 2019, the Company also has net operating loss carryforwards of $43.8 million for Swiss tax purposes, which begin expiring in 2024 and no net operating loss carryforward for Australian tax purposes. Staff Accounting Bulletin No. 118 addresses the application of GAAP in situations when an entity does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act and allows the registrant to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. The Company has completed the analysis with no change to the provisional amounts previously recorded. Under the Tax Reform Act of 1986, the amounts of and benefits from net operating loss carryforwards may be impaired or limited in certain circumstances. Events which cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. The impact of any limitations that may be imposed due to such ownership changes has not yet been determined. As of December 31, 2019, the Company has research tax credit carryforwards of $5.0 million and $3.9 million for federal and state tax purposes, respectively. If not utilized, the federal carryforward will expire in various amounts beginning in 2036. The California credits can be carried forward indefinitely. If not utilized, Oregon carryforward will expire starting 2021. The Company has not undertaken a detailed analysis of all amounts claimed as research credits for federal or state tax purposes. As a result, amounts ultimately realized for research credits were included in the Company’s consideration of uncertain tax benefits. Uncertain Tax Positions As of December 31, 2019, the Company had an unrecognized tax benefit of $2.7 million related to transfer pricing and research and development tax credits. No amount of unrecognized tax benefits as of December 31, 2019, if recognized, would reduce the Company’s effective tax rate because the benefits would be in the form of tax credit carryforwards, which would attract a full valuation allowance. There are no provisions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. Because the statute of limitations does not expire until after the net operating loss and credit carryforwards are actually used, the statutes are still open on calendar years ending December 31, 2019 forward for federal and state purposes. The Company did not recognize any expense for interest and penalties related to uncertain tax positions during 2019, 2018 and 2017, and the Company does not have any amounts related to interest and penalties accrued at December 31, 2019. The Company files U.S. federal, state and Switzerland tax returns. The Company’s tax years remain open for all years. As of December 31, 2019, the Company was not under examination by the Internal Revenue Service or any state or foreign tax jurisdiction. A reconciliation of the beginning and ending amounts of the liability for uncertain tax positions is as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Gross unrecognized tax benefits at January 1 $ 2,404 $ 272 $ 19 Addition for tax positions taken in the prior years 133 32 — Reduction for tax positions taken in the prior years (1,596 ) (215 ) — Addition for tax positions taken in current year 1,784 2,315 253 Gross unrecognized tax benefits at December 31 $ 2,725 $ 2,404 $ 272 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 16. Selected Quarterly Financial Data (Unaudited) Three Months Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 (in thousands) Total revenue $ 3,661 $ 2,047 $ 1,403 $ 980 Total operating expenses $ (34,431 ) $ (37,817 ) $ (49,083 ) $ (64,739 ) Net loss $ (28,670 ) $ (33,928 ) $ (48,314 ) $ (63,771 ) Net loss per share, basic $ (3.19 ) $ (3.64 ) $ (4.60 ) $ (0.69 ) Net loss per share, diluted $ (3.19 ) $ (3.64 ) $ (4.60 ) $ (0.71 ) Three Months Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 (in thousands) Total revenue $ 2,433 $ 2,224 $ 2,885 $ 3,126 Total operating expenses $ (34,989 ) $ (27,218 ) $ (37,231 ) $ (29,922 ) Net loss $ (31,589 ) $ (24,446 ) $ (33,456 ) $ (26,393 ) Net loss per share, basic and diluted $ (4.76 ) $ (3.35 ) $ (4.16 ) $ (3.05 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 7 . Share Transfer Agreement In February 2020, the Company, Alnylam and Brii Bio Parent executed a share transfer agreement pursuant to the terms of the Alnylam Agreement (see discussion in Note 6 – Grant, License and Collaboration Agreements). Under the share transfer agreement, the Company transferred a portion of its ordinary shares held in Brii Bio Parent to Alnylam in connection with the execution of the Brii Agreement in May 2018. Development and Manufacturing Collaboration with WuXi Biologics In February 2020, the Company and WuXi Biologics (Hong Kong) Limited (“WuXi Biologics”) executed a development and manufacturing collaboration agreement (the “WuXi Agreement”) to advance and produce human monoclonal antibodies for the potential treatment of COVID-19 (Coronavirus Disease 2019), a disease caused by SARS-CoV-2. Amendment to the HIV Grant In February 2020, the Company and the Bill & Melinda Gates Foundation amended the HIV Grant pursuant to which the Company was awarded with a supplemental grant of $8.6 million. In addition, the term of the HIV Grant is extended through December 31, 2021. Alnylam Agreement In March 2020, the Company achieved one of the specified development milestones relating to VIR-2218 pursuant to the Alnylam Agreement. As such, the Company is obligated to pay Alnylam $15.0 million within 30 days, and issue Alnylam 1,111,111 shares of the Company’s common stock within 60 days of such milestone event. Amendment No. 2 to the Alnylam Agreement In March 2020, the Company and Alnylam entered into a second amendment to the Alnylam Agreement (as amended, the “Amended Alnylam Agreement”) to expand the parties’ existing collaboration to include the development and commercialization of RNAi therapeutics targeting SARS-CoV-2, the virus that causes the disease COVID-19, and potentially other related coronaviruses, utilizing Alnylam’s recent advances in lung delivery of novel conjugates of siRNA – the molecules that mediate RNAi (the “COV Products”). Pursuant to the Amended Alnylam Agreement, the parties will each be responsible for pre-clinical development costs incurred by such party in performing its allocated responsibilities under an agreed-upon initial pre-clinical development plan for COV Products. The parties will equally share costs incurred in connection with the manufacture of non-GMP drug product required for pre-clinical development prior to filing of an investigational new drug application for the first COV Product in the coronavirus program. Following the completion of initial pre-clinical development activities, if the Company exercises its option to progress one or more candidates from the coronavirus program into further development, the Company will be responsible for conducting all development, manufacturing and commercialization activities for COV Products, at its sole expense, subject to Alnylam’s right to opt-in, during a specified period, to share equally with the Company the profits and losses in connection with development and commercialization of COV Products. If the Company exercises its option for the coronavirus program, and successfully develops one or more COV Products arising from such program, then unless Alnylam exercises its profit-sharing option, the Company will be required to pay Alnylam up to $15.0 million in the aggregate for the achievement of specified development milestones for the COV Products. Following commercialization, the Company will also be required to pay Alnylam specified sales milestones on the achievement of specified levels of annual net sales, and a tiered royalty at specified rates on annual net sales of the applicable COV Products. Patent License Agreement with Xencor In March 2020, the Company entered into a patent license agreement with Xencor pursuant to which the Company obtained a non-exclusive license to Xencor’s Fc-region related technologies to extend the half-life of novel antibodies that the Company is investigating as potential treatments for patients with COVID-19. Under the terms of the agreement, the Company will be solely responsible for the activities and costs related to research, development, regulatory and commercial activities. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The consolidated financial statements include the accounts of Vir and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries is the U.S. dollar. Monetary assets and liabilities of foreign subsidiaries are translated into U.S. dollars at period-end exchange rates and non-monetary assets and liabilities are translated to U.S. dollars using historical exchange rates. Revenue and expenses are translated at average rates throughout the respective periods. Transaction gains and losses are included in other income (expense), net on the consolidated statements of operations and were immaterial for the years ended December 31, 2019, 2018 and 2017. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting periods. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. |
Segments | Segments The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for purposes of allocating resources. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and short and long-term investments. Cash and cash equivalents are deposited in checking and sweep accounts at a financial institution. Such deposits may, at times, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s investment policy limits investments to certain types of securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and investments, and issuers of the investments to the extent recorded on the consolidated balance sheets. As of December 31, 2019, the Company has no off-balance sheet concentrations of credit risk. |
Cash and Cash Equivalents | Cash and 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 and cash equivalents. Cash equivalents, which consist of amounts invested in money market funds, are stated at fair value. |
Investments | Investments Investments include available-for-sale securities and are carried at estimated fair value. The Company’s valuations of marketable securities are generally derived from independent pricing services based on quoted prices in active markets for similar securities at period end. Generally, investments with original maturities beyond three months at the date of purchase and which mature at, or less than 12 months from, the consolidated balance sheet date are considered short-term investments, with all others considered to be long-term investments. Unrealized gains and losses deemed temporary in nature are reported as a component of accumulated comprehensive income (loss). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income, on the consolidated statements of operations The Company’s Swiss subsidiary holds short-term structured deposits which include a feature that provides for the instrument to be settled in U.S. dollars or Swiss Francs (CHF) depending on the strike level set at the onset of the instrument compared to the U.S. dollars to CHF exchange rate at the settlement date. The Company has elected to account for these instruments using the fair value option with gains and losses recognized in earnings. The Company, through its investment in Brii Biosciences Limited, holds privately held equity securities in which the Company does not have a controlling interest or significant influence. The Company’s investment in Brii Biosciences Limited is recorded at cost and adjusted for impairments and observable price changes with the same or similar security from the same issuer. The valuation of the Company’s investment in Brii Biosciences Limited utilizes significant unobservable inputs or data in an inactive market and the valuation requires the Company’s judgment due to the absence of market prices and inherent lack of liquidity. Additionally, the determination of whether an orderly transaction is for the same or similar investment requires significant management judgment including the nature of the rights and obligations of its investments, the extent to which differences in those rights and obligations would affect the fair values of those investments, and the impact of any differences based on the stage of operational development of the investee. Prior to 2019, the investment in Brii Biosciences was accounted for using the cost method of accounting, measured at cost less other-than-temporary impairment. See Note 6—Grant, License and Collaboration Agreements for additional information on the Company’s investment in Brii Biosciences Limited. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents Restricted cash and cash equivalents represent money market funds to secure a standby letter of credit and a security deposit with financial institutions, both pursuant to office and laboratory space lease agreements; and a holdback retained by the Company pursuant to the acquisition of Agenovir Corporation (“Agenovir”) in 2018, which was paid to Agenovir in the second quarter of 2019. Additionally, funds received from certain grants are restricted as to their use and are therefore classified as restricted cash and cash equivalents. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. Leasehold improvements are amortized over the lesser of their useful lives or the remaining life of the lease. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations in the period realized. Maintenance and repairs are charged to operations as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount to the future net undiscounted cash flows which the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future net cash flows arising from the asset. No material impairment losses have been incurred to date. |
Acquired Intangible Assets | Acquired Intangible Assets The Company’s intangible assets were acquired via business combinations or asset acquisitions. Indefinite-lived intangible assets represent the estimated fair value assigned to in-process research and development (“IPR&D”) acquired in a business combination. The Company reviews indefinite-lived intangible assets for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, then it is written down to its adjusted fair value. As of December 31, 2019, there have been no such impairments. For IPR&D, if a product candidate derived from the indefinite-lived intangible asset is developed and commercialized, the useful life will be determined, and the carrying value will be amortized prospectively over that estimated useful life. Alternatively, if a product candidate is abandoned, the carrying value of the intangible asset will be charged to research and development expenses. IPR&D assets acquired as part of an asset acquisition are recorded at cost and expensed immediately if they have no alternative future uses. Finite-lived intangible assets acquired in a business combination are recognized separately from goodwill and are initially recognized at their fair value at the acquisition date. In an asset acquisition, any consideration transferred in excess of the fair value of the assets acquired is allocated to each asset acquired on a relative fair value basis. Amortization is computed using the straight-line method over the estimated useful lives of the respective finite-lived intangible assets, generally three to twelve years. Intangible assets are reviewed for impairment at least annually or more frequently if indicators of potential impairment exist. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and intangible assets acquired in a business combination. The Company tests goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that this asset may be impaired. |
Convertible Preferred Stock Warrant Liability | Convertible Preferred Stock Warrant Liabilit y A freestanding warrant to purchase shares of Series A-1 convertible preferred stock at a future date was determined to be a freestanding instrument that was accounted for as a liability. At initial recognition, the Company recorded the convertible preferred stock warrant liability on the consolidated balance sheet at its estimated fair value. The warrant liability was subject to remeasurement at each reporting period, with changes in estimated fair value recognized as a component of other income (expense), net until the exercise of the convertible preferred stock warrant or conversion of such warrant into a warrant to purchase shares of common stock. Upon the completion of the IPO in October 2019, the warrant automatically converted into a warrant to purchase shares of common stock. Therefore, the convertible preferred stock warrant liability was reclassified to additional paid-in capital. |
Revenue Recognition | Revenue Recognition The Company’s revenue primarily consists of research funding received from grants and contract revenue related to research services provided to customers. The Company has not had any product revenue since inception. Additionally, while the Company has entered into various collaboration arrangements, the Company has not recognized any revenue from licenses, milestones or royalties under such agreements. Grant Revenue Grants received, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution. An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred. Contributions are recognized as grant revenue when all donor-imposed conditions have been met. Contract Revenue In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers For collaborative arrangements that fall within the scope of ASC 808, Collaborative Arrangements Prior to recognizing revenue, the Company makes estimates of the transaction price, including variable consideration that is subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur and when the uncertainty associated with the variable consideration is subsequently resolved. These agreements may include the following types of consideration: non-refundable upfront payments, reimbursement for research services, research, development or regulatory milestone payments, and royalty and commercial sales milestone payments. If there are multiple distinct performance obligations, the Company allocates the transaction price to each distinct performance obligation based on their estimated standalone selling prices. For performance obligations satisfied over time, the Company estimates the efforts needed to complete the performance obligation and recognizes revenue by measuring the progress towards complete satisfaction of the performance obligation using an input measure. For arrangements that include sales-based royalties, including commercial milestone payments based on pre-specified level of sales, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Achievement of these royalties and commercial milestones may solely depend upon performance of the licensee. |
Research and Development Expenses | Research and Development Expenses To date, research and development expenses have related primarily to discovery efforts and preclinical and clinical development of product candidates. Research and development expenses are recognized as incurred and payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received. Research and development expenses include expenses related to license and collaboration agreements; personnel-related expenses, including salaries, benefits, and stock-based compensation for personnel contributing to research and development activities; expenses incurred under agreements with third-party contract manufacturing organizations, contract research organizations, and consultants; clinical costs, including laboratory supplies and costs related to compliance with regulatory requirements; and other allocated expenses, including expenses for rent, facilities maintenance, and depreciation and amortization. The Company has and may continue to acquire the rights to develop and commercialize new product candidates from third parties. Upfront payments and research and development milestone payments made in connection with acquired license or product rights are expensed as incurred, provided that they do not relate to a regulatory approval milestone or assets acquired in a business combination. The Company records changes in research and development-based contingent consideration and changes in the estimated fair value of embedded derivatives associated with license agreements as research and development expenses. |
Stock-based Compensation | Stock-based Compensation The Company recognizes stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company calculates the fair value of stock options using the Black-Scholes valuation model. Stock-based compensation is recognized using the straight-line method for awards that vest only upon the employee’s or non-employee’s continued service to the Company. Forfeitures are recognized as they occur. |
Acquisitions | Acquisitions Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired, including IPR&D projects, and liabilities assumed are recorded at their respective fair values as of the acquisition date in the Company’s consolidated financial statements. Any excess fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Contingent consideration obligations incurred in connection with the business combination are recorded at their fair values on the acquisition date and are remeasured each subsequent reporting period until the related contingencies are resolved and are classified as contingent consideration on the consolidated balance sheets. When the Company determines that assets acquired do not meet the definition of a business under the acquisition method of accounting, the transaction is accounted for as an acquisition of assets. Therefore, the initial cost of acquired IPR&D is expensed, and no goodwill is recorded. Any contingent consideration that meets the definition of an embedded derivative under other applicable GAAP is accounted for at fair value on the acquisition date and are remeasured each subsequent reporting period until the related contingencies are resolved and are classified as contingent consideration on the consolidated balance sheets. Otherwise, such contingent consideration is recognized only when it becomes payable or is paid. The changes in fair values of contingent consideration related to achievement of various milestones related to product candidates are recorded within research and development expense. Otherwise, the changes in fair values are recorded within other income (expense), net. |
Embedded Derivatives | The Company evaluates certain of its financial and business development transactions to determine if embedded components of these contracts meet the definition of a derivative under Topic ASC 815, “ Derivatives and Hedging |
Pension Benefits | Pension Benefits Accounting for the defined pension benefit plan for the Company’s Swiss subsidiary requires actuarial valuations based on significant assumptions for discount rates and expected long-term rates of return on plan assets. These and other assumptions such as salary growth, retirement, and mortality rates are evaluated and selected based on expectations or actual experience during each remeasurement date. Pension expense could vary within a range of outcomes and have a material effect on reported earnings, projected benefit obligations and future cash funding. Actual results in any given year may differ from those estimated because of economic and other factors. The Company recognizes a liability for the underfunded status of its defined benefit pension plan as a component of other long-term liabilities. Actuarial gains or losses and prior service costs or credits are deferred in accumulated other comprehensive income (loss) and amortized over the remaining service attribution periods of the employees under the corridor method. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and net operating losses and credit carryforwards and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits will not be realized. The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. The Company evaluates uncertain tax positions on a regular basis. The evaluations are based on several factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as any related net interest and penalties. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per common share is computed by dividing the net loss by the sum of the weighted average number of common shares outstanding during the period plus any potential dilutive effects of common stock equivalents outstanding during the period calculated in accordance with the treasury stock method. Diluted net loss per share is the same as basic net loss per share since the effect of potentially dilutive securities is anti-dilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instrument-Overall (Subtopic 825-10) (“ASU 2016-01”), which requires entities to measure equity instruments at fair value and recognize any changes in fair value within the statement of operations. ASU 2016‑01 also provides a new measurement alternative for equity investments that do not have a readily determinable fair value (cost method investments). These investments are measured at cost, less impairment, adjusted for observable price changes in an orderly market for an identical or similar investment of the same issuer. ASU 2016-01 is effective for the Company for the annual period beginning January 1, 2019, and the interim period beginning January 1, 2020. For the year ended December 31, 2019, the Company adopted ASU 2016-01 and elected to subsequently account for its investment in Brii Biosciences Limited’s ordinary shares at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment in Brii Biosciences Limited. Prior to 2019, the Company’s investment in Brii Biosciences was accounted for using the cost method of accounting, measured at cost less other-than-temporary impairment. The adoption of ASU 2016-01 did not have a material impact on the Company’s consolidated financial statements and disclosures. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”). Topic 842 requires lessees to recognize all leases, including operating leases, on the balance sheet as a right-of-use asset and lease liability, unless the lease is a short-term lease, defined as having a term of twelve-months or less. In July 2018, the FASB issued supplemental adoption guidance and clarification to Topic 842 within ASU 2018-10 Codification Improvements to Topic 842, Leases and ASU 2018-11, Targeted Improvements—Leases (Topic 842). This update provides an alternative transition method that allows entities to elect to apply the standard as of the beginning of the latest period presented versus retrospectively as of the beginning of the earliest period presented. As an emerging growth company, Topic 842 is effective for the Company for fiscal year beginning after December 15, 2020, and interim periods within fiscal year beginning after December 15, 2021. The Company plans to early adopt the standard on January 1, 2020 using the optional transition method by recognizing a cumulative effect adjustment to the opening balance of accumulated deficit as of that date. Topic 842 provided a number of optional practical expedients in transition. The Company plans to elect the package of practical expedients, which permitted the Company to not reassess, under the new standard, its prior conclusions about lease classification and initial direct costs. The Company estimates the right-of-use assets and lease obligations for its lease portfolio as of January 1, 2020 to be within the range of $16.0 million and $18.3 million, which will be recorded on its consolidated balance sheet. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including the Company’s financial instruments. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will likely result in more timely recognition of credit losses. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”). ASU 2019-04 modified the accounting for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis. As an emerging growth company, Topic 326 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company plans to adopt ASU 2016-13 effective January 1, 2023, and has not yet evaluated the impact of adopting this standard on the consolidated financial statements and disclosures. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which simplifies the current requirements for testing goodwill for impairment by eliminating the second step of the two-step impairment test to measure the amount of an impairment loss. ASU 2017-04 is effective for the Company’s interim and annual reporting periods beginning after December 31, 2021. Early adoption is permitted. The Company currently plans to adopt ASU 2017-04 on January 1, 2020 and does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”). ASU 2018-14 added, removed and clarified disclosure requirements related to defined benefit pension and other postretirement plans. ASU 2018-14 is effective for the Company for fiscal years ending after December 15, 2021. Early adoption is permitted for all entities. The Company currently plans to adopt ASU 2018-14 in fiscal 2022 and is still evaluating the effect that ASU 2018-14 may have on its notes to consolidated financial statements. In August 2018, the FASB issued ASU 2018‑13, Fair Value Measurement (Topic 820) (“ASU 2018-13”), which modifies, removes and adds certain disclosure requirements on fair value measurements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018‑13 and delay adoption of the additional disclosures until their effective date. The Company will adopt ASU 2018-13 on January 1, 2020 and does expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements and related disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: December 31, 2019 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value (in thousands) Assets: Money market funds (1) Level 1 $ 106,127 $ — $ — $ 106,127 U.S. government treasuries (2) Level 2 298,256 140 (5 ) 298,391 Bank time deposits Level 2 2,500 — — 2,500 Total financial assets $ 406,883 $ 140 $ (5 ) $ 407,018 Liabilities: Derivative liability Level 3 $ 12,449 $ — $ — $ 12,449 Contingent consideration Level 3 17,580 — — 17,580 Total financial liabilities $ 30,029 $ — $ — $ 30,029 (1) Includes $ 13.5 million of restricted cash equivalents . (2) Includes $24.3 million classified as long-term investments. December 31, 2018 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value (in thousands) Assets: Money market funds (1) Level 1 $ 43,600 $ — $ — $ 43,600 Structured deposits Level 2 1,000 — — 1,000 U.S. government treasuries Level 2 49,859 — (14 ) 49,845 Total financial assets $ 94,459 $ — $ (14 ) $ 94,445 Liabilities: Convertible preferred stock warrant liability Level 3 $ 1,024 $ — $ — $ 1,024 Contingent consideration Level 3 9,250 — — 9,250 Total financial liabilities $ 10,274 $ — $ — $ 10,274 (1) Includes $11.8 million of restricted cash equivalents. |
Summary of Changes in Estimated Fair Value of Financial Liabilities | The following table sets forth the changes in the estimated fair value of the Company’s Level 3 financial liabilities (in thousands): Contingent Consideration Derivative Liability Warrant Liability Total Balance at December 31, 2018 $ 9,250 $ — $ 1,024 $ 10,274 Initial fair value — 13,599 — 13,599 Changes in fair value 8,330 (1,150 ) 2,049 9,229 Reclassification of warrant liability to additional paid-in capital upon the IPO — — (3,073 ) (3,073 ) Balance at December 31, 2019 $ 17,580 $ 12,449 $ — $ 30,029 |
Convertible Preferred Stock Warrant Liability | |
Assumptions Used to Calculate Convertible Preferred Stock Warrant Liability and Stock Options | As a result, the Company remeasured and reclassified the convertible preferred stock warrant liability to additional paid-in capital. Prior to the IPO, the convertible preferred stock warrant liability was valued using the Black-Scholes option pricing model. The assumptions used to calculate the convertible preferred stock warrant liability as of October 15, 2019, the date immediately before the closing of the IPO, and December 31, 2018 were as follows: October 15, 2019 December 31, 2018 Exercise price $ 4.50 $ 4.50 Expected term 6.9 7.7 Expected stock price volatility 88.8 % 83.5 % Risk-free interest rate 1.7 % 2.6 % Expected dividend yield — — |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table summarizes the carrying amount of the Company’s finite-lived intangible assets (in thousands): December 31, Weighted- Average Remaining Useful 2019 2018 Life (Years) Developed technology $ 7,000 $ 7,000 6.1 Less accumulated amortization (2,539 ) (1,316 ) Developed technology, net $ 4,461 $ 5,684 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Based on the finite-lived intangible assets recorded as of December 31, 2019, the estimated future amortization expense for the next five years is as follows (in thousands): Year Ending December 31: 2020 $ 1,223 2021 584 2022 499 2023 499 2024 226 Total $ 3,031 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property Plant and Equipment Net | Property and equipment, net consists of the following: December 31, 2019 2018 (in thousands) Lab equipment $ 11,986 $ 7,538 Computer equipment 540 518 Furniture and fixtures 1,351 943 Leasehold improvements 7,121 3,114 Construction in progress 142 1,893 Property and equipment, gross 21,140 14,006 Less accumulated depreciation and amortization (4,832 ) (1,716 ) Total property and equipment, net $ 16,308 $ 12,290 |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: December 31, 2019 2018 (in thousands) Payroll and related expenses $ 9,410 $ 6,165 Research and development expenses 12,530 5,016 Restricted stock liability 1,434 — Financing lease obligation, current 237 — Other professional and consulting expenses 1,634 694 Other accrued expenses 1,250 2,659 Total accrued liabilities $ 26,495 $ 14,534 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Aggregate Non-cancelable Future Minimum Lease Payments Under Operating and Financing Leases | The following are the aggregate non-cancelable future minimum lease payments under operating and financing leases as of December 31, 2019 (in thousands): Year Ending December 31: 2020 $ 4,525 2021 4,145 2022 4,206 2023 4,250 2024 and thereafter 4,005 Total $ 21,131 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Convertible Preferred Stock | At December 31, 2018, convertible preferred stock consisted of the following (in thousands, except share and per share amounts): 2018 Shares Authorized Shares Issued and Outstanding Issuance Price per Share Carrying Value Liquidation Preference Series A-1 310,350,000 67,611,100 $ 4.50 $ 303,224 $ 322,100 Series A-2 11,100,000 2,299,420 $ 2.57 5,913 10,958 Series B 100,000,000 — — — — 421,450,000 69,910,520 $ 309,137 $ 333,058 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Stock Option Plans Activity | Activity under the Company’s stock option plans is set forth below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (Years) (in thousands) Outstanding at December 31, 2018 5,044,924 $ 1.50 9.1 Granted 3,337,501 9.74 Exercised (756,425 ) 1.49 Canceled (439,702 ) 2.86 Outstanding at December 31, 2019 7,186,298 5.25 8.5 $ 55,065 Vested and expected to vest at December 31, 2019 7,186,298 5.25 8.5 55,065 Vested and exercisable at December 31, 2019 1,868,616 $ 2.27 7.9 $ 19,254 |
Summary of Restricted Stock Activity | The following table summarizes restricted stock activity: Number of Shares Weighted Average Fair Value at Date of Grant per Share Unvested as of December 31, 2017 7,062,406 $ 1.15 Vested (2,247,673 ) 1.15 Unvested as of December 31, 2018 4,814,733 1.15 Vested (2,739,222 ) 0.99 Unvested as of December 31, 2019 2,075,511 $ 0.95 |
Summary of Stock-based Compensation Expense | The following table sets forth the total stock-based compensation expense for all awards granted to employees and non-employees, including shares sold through the issuance of non-recourse promissory notes of which all the shares are considered to be options for accounting purposes in the Company’s statement of operations: Year Ended December 31, 2019 2018 2017 (in thousands) Research and development $ 3,034 $ 1,056 $ 445 General and administrative 5,685 3,997 4,337 Total stock-based compensation $ 8,719 $ 5,053 $ 4,782 |
Stock Option | |
Assumptions Used to Calculate Convertible Preferred Stock Warrant Liability and Stock Options | The fair value of stock options granted to employees was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Year Ended December 31, 2019 2018 2017 Expected term of options (in years) 5.9 – 6.1 6.0 5.9 – 6.0 Expected stock price volatility 86.5% – 89.4% 86.4% – 88.0% 86.5% – 87.3% Risk-free interest rate 1.5% – 2.5% 2.5% – 3.0% 1.4% – 2.2% Expected dividend yield — — — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Securities Not Included in the Diluted Per Share Calculations | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of December 31, 2019 2018 2017 Convertible preferred stock — 69,910,520 65,944,430 Options issued and outstanding 7,186,298 5,044,924 2,479,141 Restricted shares subject to future vesting 2,075,511 4,814,733 7,062,406 Warrants to purchase convertible preferred stock — 244,444 244,444 Warrants to purchase common stock 244,444 — — Total 9,506,253 80,014,621 75,730,421 |
Defined Benefit Pension and O_2
Defined Benefit Pension and Other Postretirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Defined Benefit Plans And Other Postretirement Benefit Plans Disclosures [Abstract] | |
Schedule of Net Liability Recognized | The following table sets forth the net liability recognized in the consolidated balance sheets (in thousands): December 31, 2019 2018 (in thousands) Projected benefit obligation $ (5,400 ) $ (3,887 ) Fair value of plan assets 3,485 2,770 Net unfunded status $ (1,915 ) $ (1,117 ) |
Schedule of Key Assumptions Used to Measure Liabilities | The key assumptions used to measure the liabilities are as follows: Year Ended December 31, 2019 2018 Discount rate 0.30 % 0.85 % Salary increase 1.00 % 1.00 % Expected rate of return on assets 0.70 % 0.80 % Mortality (1) BVG2015, CMI 2016 (1.50%) BVG2015, CMI 2016 (1.50%) (1) The calculation of the projected benefit obligation utilized the BVG 2015 Generational base table for assumptions related to the mortality rates, disability rates, turnover rates, and early retirement ages; and an allowance for anticipated mortality improvements beyond the effective date of the underlying base table. |
Schedule of Net Periodic Pension Cost | Net periodic pension cost includes the following components (in thousands): Year Ended December 31, August 22, 2017 to 2019 2018 December 31, 2017 (in thousands) Service cost $ 268 $ 261 $ 99 Interest cost 33 23 7 Expected return on plan assets (22 ) (20 ) (6 ) Net funded status $ 279 $ 264 $ 100 |
Schedule of Benefits Expected to be Paid | The benefits expected to be paid over the next 10 years are as follows (in thousands): Year Ending December 31, 2020 $ 222 2021 220 2022 218 2023 215 2024 212 2025-2029 1,040 $ 2,127 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Benefit from Income Taxes | Loss before benefit from income taxes consists of the following (in thousands): Year Ended December 31, 2019 2018 2017 Domestic $ (138,724 ) $ (110,399 ) $ (77,947 ) Foreign (35,805 ) (5,965 ) (2,829 ) Total loss before provision for (benefit from) income taxes $ (174,529 ) $ (116,364 ) $ (80,776 ) |
Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) consist of the following (in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ — $ — $ — State — — — Foreign 154 20 — 154 20 — Deferred: Federal — (445 ) (10,924 ) State — (55 ) — Foreign — — — — (500 ) (10,924 ) Provision for (benefit from) income taxes $ 154 $ (480 ) $ (10,924 ) |
Reconciliation Between Expected Income Tax Provision at Federal Statutory Rate and Reported Income Tax Benefit | A reconciliation between the expected income tax provision at the federal statutory rate and the reported income tax benefit is as follows: Year Ended December 31, 2019 2018 2017 U.S. federal statutory income tax rate 21.0 % 21.0 % 34.0 % Foreign tax at less than federal statutory rate (0.3 ) (0.1 ) (0.5 ) Effect of Tax Act — — (6.8 ) State taxes, net of federal benefit 2.4 2.0 5.0 Research and development tax credit 2.0 2.2 1.0 Acquired IPR&D — (2.9 ) — Permanent items (0.8 ) (0.4 ) (0.1 ) Changes in valuation allowance (24.3 ) (21.4 ) (19.0 ) Other (0.1 ) — (0.1 ) Effective income tax rate (0.1 )% 0.4 % 13.5 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018, are related to the following: December 31, 2019 2018 (in thousands) Deferred tax assets (liabilities): Net operating loss carryforwards $ 67,493 $ 36,358 Research and development tax credit carryforward 6,978 3,357 Reserves and accruals 8,502 1,331 Property and equipment 8,180 7,761 IPR&D (8,647 ) (8,647 ) Net deferred tax assets 82,506 40,160 Valuation allowance (85,811 ) (43,465 ) Net deferred tax liabilities $ (3,305 ) $ (3,305 ) |
Reconciliation of Liability for Uncertain Tax Positions | A reconciliation of the beginning and ending amounts of the liability for uncertain tax positions is as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Gross unrecognized tax benefits at January 1 $ 2,404 $ 272 $ 19 Addition for tax positions taken in the prior years 133 32 — Reduction for tax positions taken in the prior years (1,596 ) (215 ) — Addition for tax positions taken in current year 1,784 2,315 253 Gross unrecognized tax benefits at December 31 $ 2,725 $ 2,404 $ 272 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Data | Three Months Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 (in thousands) Total revenue $ 3,661 $ 2,047 $ 1,403 $ 980 Total operating expenses $ (34,431 ) $ (37,817 ) $ (49,083 ) $ (64,739 ) Net loss $ (28,670 ) $ (33,928 ) $ (48,314 ) $ (63,771 ) Net loss per share, basic $ (3.19 ) $ (3.64 ) $ (4.60 ) $ (0.69 ) Net loss per share, diluted $ (3.19 ) $ (3.64 ) $ (4.60 ) $ (0.71 ) Three Months Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 (in thousands) Total revenue $ 2,433 $ 2,224 $ 2,885 $ 3,126 Total operating expenses $ (34,989 ) $ (27,218 ) $ (37,231 ) $ (29,922 ) Net loss $ (31,589 ) $ (24,446 ) $ (33,456 ) $ (26,393 ) Net loss per share, basic and diluted $ (4.76 ) $ (3.35 ) $ (4.16 ) $ (3.05 ) |
Organization - Additional Infor
Organization - Additional Information (Details) $ / shares in Units, $ in Thousands | Oct. 10, 2019USD ($)$ / sharesshares | Sep. 16, 2019 | Dec. 31, 2019USD ($)shares | Oct. 11, 2019shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017shares | Dec. 31, 2016shares | Sep. 30, 2016shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Reverse stock split, conversion ratio | 0.222222222 | |||||||
Reverse stock split, description | On September 16, 2019, the Company’s board of directors approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1-for-4.5 reverse split (“Reverse Split”) of shares of the Company’s common and convertible preferred stock, which was effected on September 27, 2019. | |||||||
Net proceeds after deducting underwriting discounts, commissions and offering expenses | $ | $ 126,400 | |||||||
Outstanding convertible preferred stock (in shares) | 0 | 69,910,520 | 65,944,430 | |||||
Accumulated deficit | $ | $ 368,519 | $ 193,836 | ||||||
Cash, cash equivalents, and investments | $ | $ 407,700 | |||||||
Convertible Preferred Stock | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Outstanding convertible preferred stock (in shares) | 5,555,549 | |||||||
Series A-1 Convertible Preferred Stock | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Warrant to purchase of convertible preferred stock | 244,444 | |||||||
Common Stock | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Issuance of common stock, shares | 7,142,858 | |||||||
Number of convertible preferred stock converted to shares of common stock (in shares) | 88,112,733 | |||||||
Warrant to purchase of convertible preferred stock | 244,444 | |||||||
IPO | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Issuance of common stock, shares | 7,142,858 | |||||||
Common stock price per share | $ / shares | $ 20 | |||||||
Outstanding convertible preferred stock (in shares) | 88,112,733 | 0 | ||||||
IPO | Common Stock | Convertible Preferred Stock | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Number of convertible preferred stock converted to shares of common stock (in shares) | 88,112,733 | |||||||
IPO | Common Stock | Warrant to Purchase Convertible Preferred Stock | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Number of convertible preferred stock converted to shares of common stock (in shares) | 244,444 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)Segment | Jan. 01, 2020USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Number of operating segment | Segment | 1 | |
Property and equipment, estimated useful lives description | Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. | |
Indefinite-lived impairment of intangible assets | $ 0 | |
Finite-lived intangible assets, amortization method description | Amortization is computed using the straight-line method over the estimated useful lives of the respective finite-lived intangible assets, generally three to twelve years. | |
Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment, estimated useful life | 3 years | |
Finite-lived intangible asset, estimated useful life | 3 years | |
Minimum | Subsequent Event | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Right-of-use asset and lease obligations | $ 16,000,000 | |
Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property and equipment, estimated useful life | 5 years | |
Finite-lived intangible asset, estimated useful life | 12 years | |
Maximum | Subsequent Event | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Right-of-use asset and lease obligations | $ 18,300,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Aug. 31, 2017USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Initial fair value of embedded derivative liability | $ 13,600 | ||
Derivative liability | 12,449 | ||
Total unrealized gain (loss), net recorded in accumulated other comprehensive income (loss) | $ 100 | $ (14) | |
Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Securities contractual term | 2 years | ||
Humabs | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of contingent consideration | $ 14,900 | $ 9,300 | $ 6,300 |
Humabs | Measurement Input Risk Free Interest Rate | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value contingent consideration estimated discount rates | 0.077 | 0.168 | |
Humabs | Measurement Input Risk Free Interest Rate | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value contingent consideration estimated discount rates | 0.111 | 0.203 | |
Humabs | Measurement Input Expected Revenue Volatility | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value contingent consideration expected revenue | 0.55 | ||
Humabs | Measurement Input Discount Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value contingent consideration expected revenue | 0.13 | ||
TomegaVax | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of contingent consideration | $ 2,700 | ||
TomegaVax | Measurement Input Risk Free Interest Rate | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value embedded derivative estimated using discount rates | 0.016 | ||
TomegaVax | Measurement Input Risk Free Interest Rate | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value embedded derivative estimated using discount rates | 0.017 | ||
TomegaVax | Expected Stock Price Volatility | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value embedded derivative estimated using discount rates | 0.81 |
Fair Value Measurements - Assum
Fair Value Measurements - Assumptions Used to Calculate Convertible Preferred Stock Warrant Liability (Details) | Oct. 15, 2019 | Dec. 31, 2018 | Sep. 30, 2016 |
Exercise Price | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant liability | 4.50 | ||
Expected Stock Price Volatility | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant liability | 0.9932 | ||
Measurement Input Risk Free Interest Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant liability | 0.0168 | ||
Measurement Input, Expected Dividend Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant liability | 0 | ||
Convertible Preferred Stock Warrant Liability | Black-Scholes Option Pricing Model | Exercise Price | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant liability | 4.50 | 4.50 | |
Convertible Preferred Stock Warrant Liability | Black-Scholes Option Pricing Model | Expected Term | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant liability | 6.9 | 7.7 | |
Convertible Preferred Stock Warrant Liability | Black-Scholes Option Pricing Model | Expected Stock Price Volatility | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant liability | 0.888 | 0.835 | |
Convertible Preferred Stock Warrant Liability | Black-Scholes Option Pricing Model | Measurement Input Risk Free Interest Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant liability | 0.017 | 0.026 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis by Level Within Fair Value Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Financial Assets, Amortized Cost | $ 406,883 | $ 94,459 | |||
Financial Assets, Gross Unrealized Holding Gains | 140 | ||||
Financial Assets, Gross Unrealized Holding Losses | (5) | (14) | |||
Financial Assets, Aggregate Fair Value | 407,018 | 94,445 | |||
Financial Liabilities, Amortized Cost | 30,029 | 10,274 | |||
Financial Liabilities, Aggregate Fair Value | 30,029 | 10,274 | |||
Level 1 | Money Market Funds | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Financial Assets, Amortized Cost | 106,127 | [1] | 43,600 | [2] | |
Financial Assets, Aggregate Fair Value | 106,127 | [1] | 43,600 | [2] | |
Level 2 | U.S. Government Treasuries | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Financial Assets, Amortized Cost | 298,256 | [3] | 49,859 | ||
Financial Assets, Gross Unrealized Holding Gains | [3] | 140 | |||
Financial Assets, Gross Unrealized Holding Losses | (5) | [3] | (14) | ||
Financial Assets, Aggregate Fair Value | 298,391 | [3] | 49,845 | ||
Level 2 | Bank Time Deposits | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Financial Assets, Amortized Cost | 2,500 | ||||
Financial Assets, Aggregate Fair Value | 2,500 | ||||
Level 2 | Structured Deposits | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Financial Assets, Amortized Cost | 1,000 | ||||
Financial Assets, Aggregate Fair Value | 1,000 | ||||
Level 3 | Convertible Preferred Stock Warrant Liability | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Financial Liabilities, Amortized Cost | 1,024 | ||||
Financial Liabilities, Aggregate Fair Value | 1,024 | ||||
Level 3 | Derivative liability | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Financial Liabilities, Amortized Cost | 12,449 | ||||
Financial Liabilities, Aggregate Fair Value | 12,449 | ||||
Level 3 | Contingent Consideration | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Financial Liabilities, Amortized Cost | 17,580 | 9,250 | |||
Financial Liabilities, Aggregate Fair Value | $ 17,580 | $ 9,250 | |||
[1] | Includes $ 13.5 million of restricted cash equivalents . | ||||
[2] | Includes $11.8 million of restricted cash equivalents. | ||||
[3] | Includes $24.3 million classified as long-term investments. |
Fair Value Measurements - Fin_2
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis by Level Within Fair Value Hierarchy (Details) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Long-term investments | $ 24,290 | |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Restricted cash equivalents | 13,500 | $ 11,800 |
Long-term investments | $ 24,300 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Estimated Fair Value of Financial Liabilities (Details) - Level 3 $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2018 | $ 10,274 |
Initial fair value | 13,599 |
Changes in fair value | 9,229 |
Reclassification of warrant liability to additional paid-in capital upon the IPO | (3,073) |
Balance at December 31, 2019 | 30,029 |
Contingent Consideration | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2018 | 9,250 |
Changes in fair value | 8,330 |
Balance at December 31, 2019 | 17,580 |
Derivative liability | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Initial fair value | 13,599 |
Changes in fair value | (1,150) |
Balance at December 31, 2019 | 12,449 |
Warrant Liability | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2018 | 1,024 |
Changes in fair value | 2,049 |
Reclassification of warrant liability to additional paid-in capital upon the IPO | $ (3,073) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||
Apr. 30, 2019USD ($) | Feb. 28, 2018USD ($)$ / sharesshares | Jan. 31, 2018USD ($)$ / sharesshares | Aug. 31, 2017USD ($)shares | Sep. 30, 2016USD ($) | Dec. 31, 2019USD ($)Milestone | Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |||||||
Impairment of intangible assets, excluding goodwill | $ 0 | $ 0 | |||||
TomegaVax | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition purchase price | $ 5,200,000 | ||||||
Business acquisition, transaction costs | 500,000 | ||||||
TomegaVax | TomegaVax Letter Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Milestone payments aggregate amount payable, maximum | $ 30,000,000 | ||||||
Milestone payments related terms | the Company will be required to pay to the former stockholders of TomegaVax milestone payments of up to an aggregate of $30.0 million if the per share price of the Company’s publicly traded common stock, or implied price per share of the Company’s Series A-1 convertible preferred stock (or common stock upon conversion) upon a certain asset sale, merger or stock sale, is at least $45 (as adjusted in the case of any stock dividend, stock split or other similar recapitalization), with the amount of such payments determined by the share price and the stage of the Company’s clinical development at the time of the relevant event triggering the payment. | ||||||
Fair value of embedded derivative | $ 2,700,000 | ||||||
Humabs | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition purchase price | $ 42,300,000 | ||||||
Contingent consideration recognized | 6,300,000 | 14,900,000 | 9,300,000 | ||||
Business acquisition, cash consideration paid | $ 30,000,000 | ||||||
Business acquisition, shares issued | shares | 1,666,656 | ||||||
Business acquisition, shares issued value | $ 2,500,000 | ||||||
Net working capital consideration | 3,600,000 | ||||||
Impairment of intangible assets, excluding goodwill | 0 | ||||||
Goodwill expected to be deductible for income tax purposes | $ 0 | ||||||
Humabs | Developed Technologies | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Estimated remaining useful lives | 7 years | ||||||
Humabs | Developed Technologies | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Estimated remaining useful lives | 12 years | ||||||
Humabs | HBV product | |||||||
Business Acquisition [Line Items] | |||||||
Additional consideration payable upon achievement of specified milestone events | 135,000,000 | ||||||
Humabs | Another Product | |||||||
Business Acquisition [Line Items] | |||||||
Additional consideration payable upon achievement of specified milestone events | $ 105,000,000 | ||||||
Agenovir | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition purchase price | 15,300,000 | ||||||
Business acquisition, transaction costs | $ 700,000 | ||||||
Milestone payments aggregate amount payable, maximum | 180,000,000 | ||||||
Contingent consideration recognized | $ 0 | ||||||
Business acquisition, cash consideration paid | 11,500,000 | ||||||
Business acquisition, liabilities | 1,300,000 | ||||||
Holdback value to satisfy claims for indemnification | 2,000,000 | ||||||
Holdback amount paid | $ 1,800,000 | ||||||
Sales milestone payments for achievement of specified levels of annual net sales of each program maximum | 90,000,000 | ||||||
Number of milestones achieved | Milestone | 0 | ||||||
Agenovir | HPV Program | |||||||
Business Acquisition [Line Items] | |||||||
Milestone payments aggregate amount payable, maximum | $ 45,000,000 | ||||||
Agenovir | Property and Equipment | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisitions, purchase price allocation | 800,000 | ||||||
Agenovir | Series A-2 Convertible Preferred Stock | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued | shares | 555,537 | ||||||
Business acquisition, shares issued value | $ 1,800,000 | ||||||
Share price per share | $ / shares | $ 3.15 | ||||||
Agenovir | In-Process Research and Development | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisitions, purchase price allocation | $ 14,500,000 | ||||||
Agenovir | HBV product | |||||||
Business Acquisition [Line Items] | |||||||
Milestone payments aggregate amount payable, maximum | $ 45,000,000 | ||||||
Statera | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, transaction costs | $ 200,000 | ||||||
Business acquisition, cash consideration paid | $ 900,000 | ||||||
Statera | Series A-2 Convertible Preferred Stock | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued | shares | 188,333 | ||||||
Business acquisition, shares issued value | $ 600,000 | ||||||
Share price per share | $ / shares | $ 3.15 | ||||||
Statera | Developed Technologies | |||||||
Business Acquisition [Line Items] | |||||||
Estimated remaining useful lives | 3 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Goodwill | $ 16,937,000 | $ 16,937,000 | |
Goodwill impairment loss | 0 | ||
Amortization expense of intangible assets | 1,223,000 | 1,138,000 | $ 177,000 |
Impairment of intangible assets, excluding goodwill | 0 | 0 | |
Research and Development Expenses | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Amortization expense of intangible assets | 1,200,000 | 1,100,000 | $ 200,000 |
Humabs | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Goodwill | $ 16,900,000 | ||
Indefinite-lived intangible assets IPR&D | 31,200,000 | ||
Impairment of intangible assets, excluding goodwill | 0 | ||
Humabs | Developed Technology | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Acquisition of finite-lived intangible assets | 4,800,000 | ||
Statera | Developed Technology | |||
Schedule of Goodwill and Intangible Assets [Line Items] | |||
Acquisition of finite-lived intangible assets | $ 2,200,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | ||
Developed technology, net | $ 3,031 | |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Developed technology | 7,000 | $ 7,000 |
Less accumulated amortization | (2,539) | (1,316) |
Developed technology, net | $ 4,461 | $ 5,684 |
Weighted-Average Remaining Useful Life (Years) | 6 years 1 month 6 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2020 | $ 1,223 |
2021 | 584 |
2022 | 499 |
2023 | 499 |
2024 | 226 |
Developed technology, net | $ 3,031 |
Grant, License and Collaborat_2
Grant, License and Collaboration Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2019 | Aug. 31, 2019 | Sep. 30, 2018 | Jul. 31, 2018 | May 31, 2018 | Oct. 31, 2017 | Aug. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 16, 2018 | Jan. 26, 2018 | |
Grant Revenue [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Revenue from grants | $ 7,380,000 | $ 9,800,000 | $ 2,559,000 | |||||||||
Bill & Melinda Gates Foundation | Grant Revenue [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Revenue from grants | 900,000 | 2,000,000 | 800,000 | |||||||||
National Institutes of Health | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Grant awarded amount | 5,100,000 | |||||||||||
National Institutes of Health | Grant Revenue [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Revenue from grants | 900,000 | 1,100,000 | 1,800,000 | |||||||||
2017 Grant | Bill & Melinda Gates Foundation | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Grant agreement expiration date | May 31, 2019 | |||||||||||
2017 Grant | Bill & Melinda Gates Foundation | Maximum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Grant awarded amount | $ 4,700,000 | |||||||||||
Human Immunodeficiency Virus (“HIV”) Grant | Maximum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Grant awarded amount | $ 12,200,000 | |||||||||||
Human Immunodeficiency Virus (“HIV”) Grant | Bill & Melinda Gates Foundation | Grant Revenue [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Revenue from grants | 3,700,000 | 4,400,000 | ||||||||||
Tuberculosis (“TB”) Grant | Grant Revenue [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Revenue from grants | 1,900,000 | 2,300,000 | ||||||||||
Tuberculosis (“TB”) Grant | Maximum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Grant awarded amount | $ 14,900,000 | |||||||||||
Brii Agreement | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Written notice period for not exercising an option | 30 days | |||||||||||
Written notice period for exercise an option | 180 days | |||||||||||
Written notice period for uncured material breach | 60 days | |||||||||||
Written notice period for failure to make payment | 30 days | |||||||||||
Brii Agreement | Brii Bio Parent | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Percentage of ordinary share equal to outstanding share | 9.90% | |||||||||||
Share purchase price per share | $ 0.0001 | |||||||||||
Estimated fair value of investments | $ 6,600,000 | |||||||||||
Brii Agreement | Brii Bio | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Contract liability | 6,600,000 | |||||||||||
Brii Agreement | Brii Bio | Other Assets | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Carrying value of investment | 6,600,000 | 6,600,000 | ||||||||||
Brii Agreement | Brii Bio | Maximum | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Option exercise fee ranging from mid-single-digit | 20,000,000 | |||||||||||
Option exercise fee of ranging from low tens | 50,000,000 | |||||||||||
Brii Agreement | Brii Bio | Maximum | China Territory | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Sales milestone receivable | 175,000,000 | |||||||||||
Brii Agreement | Brii Bio | Maximum | United States | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Sale milestone payments | 175,000,000 | |||||||||||
Brii Agreement | Brii Bio | Maximum | Licensed Product-By-Licensed Product | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Milestone payment on basis ranging from mid-single-digit | 30,000,000 | |||||||||||
Milestone payment on basis of ranging from low tens | $ 100,000,000 | |||||||||||
Alnylam Agreement | Alnylam | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Written notice period for exercise an option | 90 days | |||||||||||
Written notice period for uncured material breach | 60 days | |||||||||||
Written notice period for failure to make payment | 30 days | |||||||||||
Upfront fee paid | $ 10,000,000 | |||||||||||
Issuance of common stock, shares | 1,111,111 | |||||||||||
Recognized liability | 800,000 | 800,000 | ||||||||||
Written notice period for licensed program other party challenges validity or enforceability of patent license. | 30 days | |||||||||||
Embedded Derivative liability | 13,600,000 | 0 | ||||||||||
Estimated fair value of the derivative liability | 12,400,000 | |||||||||||
Expenses incurred under agreement | 18,100,000 | 8,300,000 | 1,100,000 | |||||||||
Alnylam Agreement | Alnylam | First siRNA product | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Maximum milestone payment for achievement of specified development and regulatory | $ 190,000,000 | |||||||||||
Alnylam Agreement | Alnylam | Each Infectious Disease siRNA | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Maximum milestone payment for achievement of specified development and regulatory | 115,000,000 | |||||||||||
Alnylam Agreement | Alnylam | Commercialization | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Maximum milestone payment for achievement of specified development and regulatory | 100,000,000 | |||||||||||
Maximum aggregate milestone payment for achievement of specified development and regulatory | $ 250,000,000 | |||||||||||
Visterra Agreement | Visterra | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Expenses incurred under agreement | 0 | |||||||||||
Agreement termination, date | 2019-11 | |||||||||||
Visterra Agreement | Visterra | Research and Development Expenses | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Upfront fee paid | 25,000,000 | |||||||||||
Expenses incurred under agreement | $ 2,600,000 | $ 900,000 | ||||||||||
Rockefeller Agreement | Rockefeller | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Upfront fee paid | $ 300,000 | |||||||||||
Maximum aggregate milestone payment for achievement of specified development and regulatory | 40,000,000 | |||||||||||
Rockefeller Agreement | Rockefeller | Research and Development Expenses | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Annual license maintenance fees | $ 1,000,000 | |||||||||||
Rockefeller Agreement | Rockefeller | Commercialization | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Payment of annual license maintenance fees | 1,000,000 | |||||||||||
Rockefeller Agreement | Rockefeller | First Infectious Disease Product | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Maximum milestone payment for achievement of specified development and regulatory | 8,500,000 | |||||||||||
Rockefeller Agreement | Rockefeller | First Four Other Infectious Disease Products | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Maximum milestone payment for achievement of specified development and regulatory | 7,000,000 | |||||||||||
Rockefeller Agreement | Rockefeller | Any Other Infectious Disease Product | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Maximum milestone payment for achievement of specified development and regulatory | $ 3,600,000 | |||||||||||
2018 MedImmune Agreement | MedImmune | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
License agreement upfront payment | $ 10,000,000 | |||||||||||
2018 MedImmune Agreement | MedImmune | Influenza A and Influenza B | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Development, regulatory, and commercial milestone payments maximum amount | $ 343,300,000 | |||||||||||
2018 MedImmune Agreement | MedImmune | Influenza A | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Specified development milestones payment | $ 5,000,000 | |||||||||||
Xencor Agreement | Xencor | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Written notice period for uncured material breach | 60 days | |||||||||||
Written notice period for failure to make payment | 30 days | |||||||||||
Specified development milestones payment | $ 800,000 | |||||||||||
Written notice period for termination of licensed program | 60 days | |||||||||||
Written notice period for termination of licensed program based on challenge | 30 days | |||||||||||
Xencor Agreement | Xencor | Influenza A Research Programs | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Maximum aggregate development and regulatory milestone payments | $ 17,800,000 | |||||||||||
Maximum aggregate commercial sales milestone payments | 60,000,000 | |||||||||||
Maximum aggregate milestone payments | 77,800,000 | |||||||||||
Xencor Agreement | Xencor | HBV Research Programs | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Maximum aggregate milestone payments | 77,800,000 | |||||||||||
Xencor Agreement | Xencor | Influenza A and HBV Research Programs | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Maximum aggregate milestone payments | $ 155,500,000 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property Plant and Equipment Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 21,140 | $ 14,006 |
Less accumulated depreciation and amortization | (4,832) | (1,716) |
Total property and equipment, net | 16,308 | 12,290 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 11,986 | 7,538 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 540 | 518 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,351 | 943 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7,121 | 3,114 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 142 | $ 1,893 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Depreciation and amortization expenses | $ 3,294 | $ 1,618 | $ 255 | |
Proceeds from sale leaseback of financing obligation | $ 1,200 | |||
Lease, term of contract | 5 years | |||
Current portion of finance lease obligation | 237 | |||
Long-term portion of finance lease obligation | $ 900 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Payroll and related expenses | $ 9,410 | $ 6,165 |
Research and development expenses | 12,530 | 5,016 |
Restricted stock liability | 1,434 | |
Current portion of finance lease obligation | 237 | |
Other professional and consulting expenses | 1,634 | 694 |
Other accrued expenses | 1,250 | 2,659 |
Total accrued liabilities | $ 26,495 | $ 14,534 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Loss Contingencies [Line Items] | |||
Lease arrangement, contractual expiration period, beginning year | 2020 | ||
Lease arrangement, contractual expiration period, ending year | 2028 | ||
Lessee, operating lease, existence of option to extend [true false] | true | ||
Lessee, operating lease, option to extend | The lease agreements also provide the Company with the option to renew for additional periods ranging from one to five years | ||
Rent expense | $ 4.4 | $ 4 | $ 2.6 |
Minimum | |||
Loss Contingencies [Line Items] | |||
Lessee, operating lease, renewal term | 1 year | ||
Maximum | |||
Loss Contingencies [Line Items] | |||
Lessee, operating lease, renewal term | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Aggregate Non-cancelable Future Minimum Lease Payments Under Operating and Financing Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2020 | $ 4,525 |
2021 | 4,145 |
2022 | 4,206 |
2023 | 4,250 |
2024 and thereafter | 4,005 |
Total | $ 21,131 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2019 | Dec. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2017 | |
Related Party Transaction [Line Items] | |||||
Preferred stock shares issued | 0 | 69,910,520 | |||
Series B Convertible Preferred Stock | |||||
Related Party Transaction [Line Items] | |||||
Preferred stock shares issued | 18,202,213 | ||||
Promissory Note | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance of notes | $ 3,200,000 | ||||
Purchase of restricted stock | 3,624,355 | ||||
Repayment of outstanding promissory notes and accrued interest received | $ 3,300,000 | ||||
Promissory Note | Executive Officer And Director | |||||
Related Party Transaction [Line Items] | |||||
Outstanding balance of notes | $ 3,100,000 | ||||
Interest rate | 1.97% |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) $ / shares in Units, $ in Thousands | Oct. 10, 2019shares | Aug. 31, 2019shares | Jan. 31, 2019USD ($)$ / sharesshares | Jul. 31, 2018shares | Jun. 30, 2018USD ($)$ / sharesshares | Oct. 31, 2017shares | Sep. 30, 2017shares | Aug. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2019USD ($)Director$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Oct. 11, 2019shares | Dec. 31, 2016shares |
Temporary Equity [Line Items] | |||||||||||||
Gross proceeds from sale of convertible preferred stock | $ | $ 317,335 | $ 14,254 | $ 271,182 | ||||||||||
Convertible preferred stock, shares outstanding | 0 | 69,910,520 | 65,944,430 | ||||||||||
Convertible preferred stock, terms of conversion | Each share of Series A-1 convertible preferred stock, Series A-2 convertible preferred stock and Series B convertible preferred stock was convertible, at the option of the holder, into one share of common stock, subject to certain adjustments for dilution, if any, resulting from future stock issuances. | ||||||||||||
Minimum | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Gross proceeds from sale of convertible preferred stock | $ | $ 200,000 | ||||||||||||
Percentage of convertible preferred stockholders vote for conversion | 60.00% | ||||||||||||
Common Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Conversion of convertible preferred stock into common stock (in shares) | 88,112,733 | ||||||||||||
IPO | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Convertible preferred stock, shares outstanding | 88,112,733 | 0 | |||||||||||
Series A-1 Convertible Preferred Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Convertible preferred stock, shares sold | 3,222,220 | 25,843,330 | 3,222,220 | 60,388,881 | |||||||||
Convertible preferred stock, shares sold, price per share | $ / shares | $ 4.50 | $ 4.50 | $ 4.50 | ||||||||||
Gross proceeds from sale of convertible preferred stock | $ | $ 14,500 | $ 116,300 | |||||||||||
Convertible preferred stock, additional shares authorized | 1,111,121 | ||||||||||||
Dividends entitled to be received by preferred stockholders | $ / shares | $ 0.27 | ||||||||||||
Number of directors entitled to elect by convertible preferred stockholders before Series B issuance | Director | 3 | ||||||||||||
Number of directors entitled to elect by convertible preferred stockholders after Series B issuance | Director | 2 | ||||||||||||
Series A-1 Convertible Preferred Stock | Two Closings | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Convertible preferred stock, shares sold | 2,777,776 | 3,968,270 | 21,111,110 | ||||||||||
Series A-1 Convertible Preferred Stock | Third Closing | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Convertible preferred stock, shares sold | 444,444 | 763,950 | |||||||||||
Series B Convertible Preferred Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Convertible preferred stock, shares sold | 18,202,213 | 18,202,213 | |||||||||||
Convertible preferred stock, shares sold, price per share | $ / shares | $ 18 | $ 18 | |||||||||||
Gross proceeds from sale of convertible preferred stock | $ | $ 327,500 | ||||||||||||
Convertible preferred stock, additional shares authorized | 4,020,009 | ||||||||||||
Dividends entitled to be received by preferred stockholders | $ / shares | $ 1.08 | ||||||||||||
Number of directors entitled to elect by convertible preferred stockholders | Director | 1 | ||||||||||||
Convertible Preferred Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Convertible preferred stock, shares outstanding | 5,555,549 | ||||||||||||
Convertible Preferred Stock | IPO | Common Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Conversion of convertible preferred stock into common stock (in shares) | 88,112,733 | ||||||||||||
Senior Preferred Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Percentage of preferred stock converted into common stock | 5.00% | ||||||||||||
Percentage of common stock canceled upon conversion of preferred stock | 95.00% | ||||||||||||
Series A-2 Convertible Preferred Stock | |||||||||||||
Temporary Equity [Line Items] | |||||||||||||
Convertible preferred stock, shares sold | 743,870 | ||||||||||||
Convertible preferred stock, shares sold, price per share | $ / shares | $ 2.57 | ||||||||||||
Dividends entitled to be received by preferred stockholders | $ / shares | $ 0.27 | ||||||||||||
Number of directors entitled to elect by convertible preferred stockholders | Director | 1 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Temporary Equity [Line Items] | ||||||
Shares Authorized | 0 | 421,450,000 | ||||
Shares Issued and Outstanding | 69,910,520 | |||||
Carrying Value | $ 309,137 | $ 292,525 | ||||
Liquidation Preference | $ 0 | $ 333,058 | ||||
Series A-1 Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 310,350,000 | |||||
Shares Issued and Outstanding | 67,611,100 | |||||
Issuance Price per Share | $ 4.50 | $ 4.50 | $ 4.50 | |||
Carrying Value | $ 303,224 | |||||
Liquidation Preference | $ 322,100 | |||||
Series A-2 Convertible Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 11,100,000 | |||||
Shares Issued and Outstanding | 2,299,420 | |||||
Issuance Price per Share | $ 2.57 | |||||
Carrying Value | $ 5,913 | |||||
Liquidation Preference | $ 10,958 | |||||
Series B | ||||||
Temporary Equity [Line Items] | ||||||
Shares Authorized | 100,000,000 | |||||
Issuance Price per Share | $ 18 | $ 18 |
Convertible Preferred Stock W_2
Convertible Preferred Stock Warrant Liability - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
Sep. 30, 2016$ / sharesshares | Oct. 10, 2019shares | Dec. 31, 2018USD ($) | |
Class Of Warrant Or Right [Line Items] | |||
Warrant, expiration date | Sep. 11, 2026 | ||
Warrants, expected term | 10 years | ||
Fair value of warrant at issuance | $ | $ 1,024 | ||
Series A-1 Convertible Preferred Stock | |||
Class Of Warrant Or Right [Line Items] | |||
Warrant to purchase of convertible preferred stock | 244,444 | ||
Warrants issued, exercise price | $ / shares | $ 4.50 | ||
Common Stock | |||
Class Of Warrant Or Right [Line Items] | |||
Warrant to purchase of convertible preferred stock | 244,444 | ||
Volatility | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants, measurement input | 0.9932 | ||
Risk Free Interest Rate | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants, measurement input | 0.0168 | ||
Exercise Price | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants, measurement input | 4.50 | ||
Dividend Rate | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants, measurement input | 0 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2019 | Aug. 31, 2019 | Jan. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Stock Purchase Agreement | Executive Officer And Director | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Purchase of restricted stock | 3,624,355 | ||||||
Stock Option | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Aggregate intrinsic value of options exercised | $ 5,500,000 | $ 0 | |||||
Weighted average grant date fair value of options granted | $ 7.83 | $ 1.72 | $ 1.08 | ||||
Unamortized stock-based compensation expense related to stock option | $ 25,100,000 | ||||||
Estimated weighted average period | 2 years 8 months 12 days | ||||||
Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Estimated weighted average period | 9 months 18 days | ||||||
Repayment of outstanding promissory notes and accrued interest received | $ 3,300,000 | ||||||
Restricted stock liability recognized for portion of promissory note repayment | $ 1,400,000 | ||||||
Unrecognized compensation cost related to unvested restricted stock | $ 1,100,000 | ||||||
Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Purchase of restricted stock | 1,348,297 | 2,247,673 | 2,986,450 | ||||
2016 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options vesting period | 4 years | ||||||
2016 Equity Incentive Plan | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Expiration period of awards from issuance date | 10 years | ||||||
Percentage of estimated fair value of options on the date of grant | 100.00% | ||||||
2019 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options vesting period | 4 years | ||||||
Shares available for grant | 4,866,468 | ||||||
2019 Equity Incentive Plan | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Expiration period of awards from issuance date | 10 years | ||||||
Percentage of estimated fair value of options on the date of grant | 100.00% | ||||||
2019 Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Maximum term of offering period specified under plan | 27 months | ||||||
2019 Employee Stock Purchase Plan | Common Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares authorized to issue under purchase rights granted | 1,280,000 | ||||||
Percentage of employee payroll deduction on earnings | 15.00% | ||||||
Purchase price as percentage of lower of fair market value on offering date | 85.00% | ||||||
Purchase price as percentage of lower of fair market value on purchase date | 85.00% |
Stock-Based Awards - Summary of
Stock-Based Awards - Summary of Stock Option Plans Activity (Details) - Stock Option - 2016 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Options,Outstanding, Beginning Balance | 5,044,924 | |
Number of Options,Granted | 3,337,501 | |
Number of Options,Exercised | (756,425) | |
Number of Options,Canceled | (439,702) | |
Number of Options,Outstanding, Ending Balance | 7,186,298 | 5,044,924 |
Number of Options,Vested and expected to vest | 7,186,298 | |
Number of Options,Vested and exercisable | 1,868,616 | |
Weighted Average Exercise Price, Beginning Balance | $ 1.50 | |
Weighted Average Exercise Price, Granted | 9.74 | |
Weighted Average Exercise Price, Exercised | 1.49 | |
Weighted Average Exercise Price, Canceled | 2.86 | |
Weighted Average Exercise Price, Ending Balance | 5.25 | $ 1.50 |
Weighted Average Exercise Price,Vested and expected to vest | 5.25 | |
Weighted Average Exercise Price,Vested and exercisable | $ 2.27 | |
Weighted Average Remaining Contractual Term | 8 years 6 months | 9 years 1 month 6 days |
Weighted Average Remaining Contractual Term,Vested and expected to vest | 8 years 6 months | |
Weighted Average Remaining Contractual Term,Vested and exercisable | 7 years 10 months 24 days | |
Aggregate Intrinsic Value, Balance | $ 55,065 | |
Aggregate Intrinsic Value, Vested and expected to vest | 55,065 | |
Aggregate Intrinsic Value, Vested and exercisable | $ 19,254 |
Stock-Based Awards - Summary _2
Stock-Based Awards - Summary of Assumptions Used for Estimating the Fair Value of Stock Options Granted (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term of options (in years) | 6 years | ||
Expected stock price volatility,minimum | 86.50% | 86.40% | 86.50% |
Expected stock price volatility,maximum | 89.40% | 88.00% | 87.30% |
Risk-free interest rate, minimum | 1.50% | 2.50% | 1.40% |
Risk-free interest rate, maximum | 2.50% | 3.00% | 2.20% |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term of options (in years) | 5 years 10 months 24 days | 5 years 10 months 24 days | |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term of options (in years) | 6 years 1 month 6 days | 6 years |
Stock-Based Awards - Summary _3
Stock-Based Awards - Summary of Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Unvested, Beginning Balance | 4,814,733 | 7,062,406 |
Number of Shares, Vested | (2,739,222) | (2,247,673) |
Number of Shares, Unvested, Ending Balance | 2,075,511 | 4,814,733 |
Weighted Average Fair Value at Date of Grant Per Share, Beginning Balance | $ 1.15 | $ 1.15 |
Weighted Average Fair Value at Date of Grant Per Share, Vested | 0.99 | 1.15 |
Weighted Average Fair Value at Date of Grant Per Share, Ending Balance | $ 0.95 | $ 1.15 |
Stock-Based Awards - Summary _4
Stock-Based Awards - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | $ 8,719 | $ 5,053 | $ 4,782 |
Research and Development Expenses | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | 3,034 | 1,056 | 445 |
General and Administrative | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation | $ 5,685 | $ 3,997 | $ 4,337 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Potentially Dilutive Securities Not Included in Diluted Per Share Calculations (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 9,506,253 | 80,014,621 | 75,730,421 |
Convertible preferred stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 69,910,520 | 65,944,430 | |
Stock Option | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 7,186,298 | 5,044,924 | 2,479,141 |
Restricted Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 2,075,511 | 4,814,733 | 7,062,406 |
Warrants to purchase convertible preferred stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 244,444 | 244,444 | |
Warrants to purchase common stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 244,444 |
Defined Benefit Pension and O_3
Defined Benefit Pension and Other Postretirement Plans - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019CHF (SFr) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, contribution expenses | $ 1,200,000 | $ 700,000 | $ 200,000 | |
Pension Plan | Humabs | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Insured base salary and annual incentives aggregate maximum | 900 | SFr 900 | ||
Company paid contributions | 200,000 | |||
Employees paid contributions | $ 100,000 | |||
Pension Plan | Humabs | First Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, company contribution | 65.00% | 65.00% | ||
Defined contribution plan, employee contribution | 35.00% | 35.00% | ||
Pension Plan | Humabs | Second Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, company contribution | 60.00% | 60.00% | ||
Defined contribution plan, employee contribution | 40.00% | 40.00% |
Defined Benefit Pension and O_4
Defined Benefit Pension and Other Postretirement Plans - Schedule of Net Liability Recognized (Details) - Pension Plan - Humabs - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | $ (5,400) | $ (3,887) |
Fair value of plan assets | 3,485 | 2,770 |
Net unfunded status | $ (1,915) | $ (1,117) |
Defined Benefit Pension and O_5
Defined Benefit Pension and Other Postretirement Plans - Schedule of Key Assumptions Used to Measure Liabilities (Details) - Pension Plan - Humabs | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 0.30% | 0.85% | |
Salary increase | 1.00% | 1.00% | |
Expected rate of return on assets | 0.70% | 0.80% | |
Mortality | [1] | BVG2015, CMI 2016 (1.50%) | BVG2015, CMI 2016 (1.50%) |
[1] | The calculation of the projected benefit obligation utilized the BVG 2015 Generational base table for assumptions related to the mortality rates, disability rates, turnover rates, and early retirement ages; and an allowance for anticipated mortality improvements beyond the effective date of the underlying base table. |
Defined Benefit Pension and O_6
Defined Benefit Pension and Other Postretirement Plans - Schedule of Net Periodic Pension Cost (Details) - Pension Plan - Humabs - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 99 | $ 268 | $ 261 |
Interest cost | 7 | 33 | 23 |
Expected return on plan assets | (6) | (22) | (20) |
Net funded status | $ 100 | $ 279 | $ 264 |
Defined Benefit Pension and O_7
Defined Benefit Pension and Other Postretirement Plans - Schedule of Benefits Expected to be Paid (Details) - Pension Plan - Humabs $ in Thousands | Dec. 31, 2019USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2020 | $ 222 |
2021 | 220 |
2022 | 218 |
2023 | 215 |
2024 | 212 |
2025-2029 | 1,040 |
Total | $ 2,127 |
Income Taxes - Loss Before Bene
Income Taxes - Loss Before Benefit from Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (138,724) | $ (110,399) | $ (77,947) |
Foreign | (35,805) | (5,965) | (2,829) |
Loss before benefit from (provision for) income taxes | $ (174,529) | $ (116,364) | $ (80,776) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Foreign | $ 154 | $ 20 | |
Current income tax expense (benefit) | 154 | 20 | |
Deferred: | |||
Federal | (445) | $ (10,924) | |
State | (55) | ||
Deferred income tax expense (benefit) | (500) | (10,924) | |
Provision for (benefit from) income taxes | $ 154 | $ (480) | $ (10,924) |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between Expected Income Tax Provision at Federal Statutory Rate and Reported Income Tax Benefit (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory income tax rate | 21.00% | 21.00% | 34.00% |
Foreign tax at less than federal statutory rate | (0.30%) | (0.10%) | (0.50%) |
Effect of Tax Act | (6.8) | ||
State taxes, net of federal benefit | 2.40% | 2.00% | 5.00% |
Research and development tax credit | 2.00% | 2.20% | 1.00% |
Acquired IPR&D | (2.90%) | ||
Permanent items | (0.80%) | (0.40%) | (0.10%) |
Changes in valuation allowance | (24.30%) | (21.40%) | (19.00%) |
Other | (0.10%) | (0.10%) | |
Effective income tax rate | (0.10%) | 0.40% | 13.50% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 67,493 | $ 36,358 |
Research and development tax credit carryforward | 6,978 | 3,357 |
Reserves and accruals | 8,502 | 1,331 |
Property and equipment | 8,180 | 7,761 |
IPR&D | (8,647) | (8,647) |
Net deferred tax assets | 82,506 | 40,160 |
Valuation allowance | (85,811) | (43,465) |
Net deferred tax liabilities | $ (3,305) | $ (3,305) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | ||||
Increase in valuation allowance | $ 42,300,000 | $ 26,000,000 | $ 15,800,000 | |
Unrecognized tax benefit | 2,725,000 | 2,404,000 | 272,000 | $ 19,000 |
Unrecognized tax benefits, if recognized, would reduce effective tax rate | 0 | |||
Interest and penalties expense related to uncertain tax positions | 0 | $ 0 | $ 0 | |
Interest and penalties accrued related to uncertain tax positions | 0 | |||
Federal | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 241,600,000 | |||
Net operating loss carryforwards expiration beginning year | 2034 | |||
Net operating loss deduction limitation as percentage of taxable income | 80.00% | |||
Federal | Research Tax Credit Carryforward | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforwards | $ 5,000,000 | |||
Tax credit carryforwards expiration beginning year | 2036 | |||
State | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 118,800,000 | |||
Net operating loss carryforwards expiration beginning year | 2031 | |||
State | Research Tax Credit Carryforward | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforwards | $ 3,900,000 | |||
State | Oregon | Research Tax Credit Carryforward | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforwards expiration beginning year | 2021 | |||
Foreign | Swiss Federal Tax Administration (FTA) | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 43,800,000 | |||
Net operating loss carryforwards expiration beginning year | 2024 | |||
Foreign | Australian Taxation Office | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Liability for Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Gross unrecognized tax benefits at January 1 | $ 2,404 | $ 272 | $ 19 |
Addition for tax positions taken in the prior years | 133 | 32 | |
Reduction for tax positions taken in the prior years | (1,596) | (215) | |
Addition for tax positions taken in current year | 1,784 | 2,315 | 253 |
Gross unrecognized tax benefits at December 31 | $ 2,725 | $ 2,404 | $ 272 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Schedule of Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 980 | $ 1,403 | $ 2,047 | $ 3,661 | $ 3,126 | $ 2,885 | $ 2,224 | $ 2,433 | $ 8,091 | $ 10,668 | $ 2,708 |
Total operating expenses | (64,739) | (49,083) | (37,817) | (34,431) | (29,922) | (37,231) | (27,218) | (34,989) | (186,070) | (129,360) | (84,205) |
Net loss | $ (63,771) | $ (48,314) | $ (33,928) | $ (28,670) | $ (26,393) | $ (33,456) | $ (24,446) | $ (31,589) | $ (174,683) | $ (115,884) | $ (69,852) |
Net loss per share, basic | $ (0.69) | $ (4.60) | $ (3.64) | $ (3.19) | |||||||
Net loss per share, diluted | $ (0.71) | $ (4.60) | $ (3.64) | $ (3.19) | |||||||
Net loss per share, basic and diluted | $ (3.05) | $ (4.16) | $ (3.35) | $ (4.76) | $ (5.76) | $ (15.12) | $ (32.45) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Mar. 31, 2020 | Oct. 31, 2017 | Feb. 29, 2020 | |
Human Immunodeficiency Virus (“HIV”) Grant | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Grant awarded amount | $ 8.6 | ||
Alnylam Agreement | Alnylam | |||
Subsequent Event [Line Items] | |||
Issuance of common stock, shares | 1,111,111 | ||
Alnylam Agreement | Scenario Forecast | Alnylam | |||
Subsequent Event [Line Items] | |||
Obligation payment | $ 15 | ||
Milestone payment period | 30 days | ||
Issuance of common stock, shares | 1,111,111 | ||
Milestone payment shares issuance period | 60 days | ||
Maximum milestone payment for achievement of specified development | $ 15 |