Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 04, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SURF | ||
Entity Registrant Name | SURFACE ONCOLOGY, INC. | ||
Entity Central Index Key | 1,718,108 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Common Stock, Shares Outstanding | 27,829,570 | ||
Entity Public Float | $ 320,135,371 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 82,912,000 | $ 22,455,000 |
Marketable securities | 75,923,000 | 40,854,000 |
Restricted cash | 85,000 | |
Prepaid expenses and other current assets | 5,766,000 | 7,936,000 |
Total current assets | 164,601,000 | 71,330,000 |
Property and equipment, net | 8,226,000 | 7,326,000 |
Restricted cash | 1,198,000 | 1,000,000 |
Deferred offering costs | 0 | 1,784,000 |
Other assets | 40,000 | 14,000 |
Total assets | 174,065,000 | 81,454,000 |
Current liabilities: | ||
Accounts payable | 3,412,000 | 3,215,000 |
Accrued expenses and other current liabilities | 8,803,000 | 9,843,000 |
Deferred revenue - related party | 14,610,000 | 9,837,000 |
Deferred rent | 352,000 | 489,000 |
Total current liabilities | 27,177,000 | 23,384,000 |
Deferred revenue - related party, non-current | 39,342,000 | 72,268,000 |
Deferred rent, non-current | 4,684,000 | 4,599,000 |
Total liabilities | 71,203,000 | 100,251,000 |
Commitments and contingencies (Note 15) | ||
Redeemable convertible preferred stock (Series A and A-1), $0.0001 par value; no shares authorized, issued and outstanding at December 31, 2018 and 37,100,000 shares authorized, issued and outstanding at December 31, 2017 | 48,517,000 | |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value per share; 5,000,000 shares authorized at December 31, 2018 and no shares authorized at December 31, 2017; no shares issued and outstanding at December 31, 2018 and December 31, 2017 | ||
Common stock, $0.0001 par value; 150,000,000 and 53,000,000 shares authorized at December 31, 2018 and December 31, 2017, respectively; 27,772,600 and 2,686,350 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 3,000 | |
Additional paid-in capital | 169,784,000 | 6,877,000 |
Accumulated other comprehensive loss | (119,000) | (246,000) |
Accumulated deficit | (66,806,000) | (73,945,000) |
Total stockholders’ equity (deficit) | 102,862,000 | (67,314,000) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 174,065,000 | $ 81,454,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Redeemable convertible preferred stock , par vale | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock ,authorized | 0 | 37,100,000 |
Redeemable convertible preferred stock , issued | 0 | 37,100,000 |
Redeemable convertible preferred stock , outstanding | 0 | 37,100,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 5,000,000 | 0 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 150,000,000 | 53,000,000 |
Common stock, issued | 27,772,600 | 2,686,350 |
Common stock, outstanding | 27,772,600 | 2,686,350 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Collaboration revenue - related party | $ 59,417 | $ 12,826 | $ 6,632 |
Type of Revenue [Extensible List] | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember |
Operating expenses: | |||
Research and development | $ 52,492 | $ 47,783 | $ 20,492 |
General and administrative | 16,076 | 11,033 | 4,144 |
Total operating expenses | 68,568 | 58,816 | 24,636 |
Loss from operations | (9,151) | (45,990) | (18,004) |
Interest and other income, net | 2,554 | 613 | 551 |
Net loss | (6,597) | (45,377) | (17,453) |
Accretion of redeemable convertible preferred stock to redemption value | (11) | (40) | (41) |
Net loss attributable to common stockholders | $ (6,608) | $ (45,417) | $ (17,494) |
Net loss per share attributable to common stockholders—basic and diluted | $ (0.33) | $ (18.35) | $ (7.31) |
Weighted average common shares outstanding—basic and diluted | 19,990,773 | 2,474,800 | 2,393,909 |
Comprehensive loss: | |||
Net loss | $ (6,597) | $ (45,377) | $ (17,453) |
Other comprehensive loss: | |||
Unrealized gain (loss) on marketable securities, net of tax | 127 | 107 | (353) |
Comprehensive loss | $ (6,470) | $ (45,270) | $ (17,806) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Equity (Deficit) - USD ($) $ in Thousands | Total | Series A and A-1 Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock | Series A-1 Redeemable Convertible Preferred Stock | Initial Public Offering | Private PlacementNovartis Institutes for Biomedical Research, Inc. | Common Stock | Common StockInitial Public Offering | Common StockPrivate PlacementNovartis Institutes for Biomedical Research, Inc. | Additional Paid-in Capital | Additional Paid-in CapitalInitial Public Offering | Additional Paid-in CapitalPrivate PlacementNovartis Institutes for Biomedical Research, Inc. | Note Receivable From Officer | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance at Dec. 31, 2015 | $ (10,440) | $ 706 | $ (31) | $ (11,115) | |||||||||||
Temporary equity beginning balance, share at Dec. 31, 2015 | 22,564,286 | ||||||||||||||
Temporary equity beginning balance at Dec. 31, 2015 | $ 22,498 | ||||||||||||||
Beginning balance, share at Dec. 31, 2015 | 2,386,538 | ||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 12,531 | $ 13,407 | |||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs, shares | 12,535,714 | 2,000,000 | |||||||||||||
Issuance of common stock upon exercise of stock options | 4 | 4 | |||||||||||||
Issuance of common stock upon exercise of stock options, share | 12,727 | ||||||||||||||
Vesting of restricted common stock | 26 | 26 | |||||||||||||
Stock-based compensation expense | 1,345 | 1,345 | |||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 41 | ||||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | (41) | (41) | |||||||||||||
Unrealized gain (loss) on marketable securities | (353) | $ (353) | |||||||||||||
Net loss | (17,453) | (17,453) | |||||||||||||
Ending balance at Dec. 31, 2016 | (26,912) | 2,040 | (31) | (353) | (28,568) | ||||||||||
Temporary equity ending balance, share at Dec. 31, 2016 | 37,100,000 | ||||||||||||||
Temporary equity ending balance at Dec. 31, 2016 | $ 48,477 | ||||||||||||||
Ending balance, share at Dec. 31, 2016 | 2,399,265 | ||||||||||||||
Issuance of common stock upon exercise of stock options | 102 | 102 | |||||||||||||
Issuance of common stock upon exercise of stock options, share | 287,085 | ||||||||||||||
Vesting of restricted common stock | 35 | 35 | |||||||||||||
Stock-based compensation expense | 4,709 | 4,709 | |||||||||||||
Collection of note receivable from officer | 62 | 31 | $ 31 | ||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 40 | ||||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | (40) | (40) | |||||||||||||
Unrealized gain (loss) on marketable securities | 107 | 107 | |||||||||||||
Net loss | (45,377) | (45,377) | |||||||||||||
Ending balance at Dec. 31, 2017 | $ (67,314) | 6,877 | (246) | (73,945) | |||||||||||
Temporary equity ending balance, share at Dec. 31, 2017 | 37,100,000 | 37,100,000 | |||||||||||||
Temporary equity ending balance at Dec. 31, 2017 | $ 48,517 | $ 48,517 | |||||||||||||
Ending balance, share at Dec. 31, 2017 | 2,686,350 | 2,686,350 | |||||||||||||
Issuance of common stock upon exercise of stock options | $ 467 | 467 | |||||||||||||
Issuance of common stock upon exercise of stock options, share | 272,895 | ||||||||||||||
Repurchases of unvested restricted stock, shares | (16,935) | ||||||||||||||
Stock-based compensation expense | 5,217 | 5,217 | |||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 11 | ||||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | (11) | (11) | |||||||||||||
Conversion of redeemable convertible preferred stock to common stock | 48,528 | $ 2 | 48,526 | ||||||||||||
Temporary equity conversion of convertible preferred stock, shares | (37,100,000) | ||||||||||||||
Temporary equity conversion of convertible preferred stock | $ (48,528) | ||||||||||||||
Conversion of convertible preferred stock, shares | 16,863,624 | ||||||||||||||
Issuance of common stock | $ 97,209 | $ 11,500 | $ 1 | $ 97,208 | $ 11,500 | ||||||||||
Issuance of common stock, shares | 7,200,000 | 766,666 | |||||||||||||
Adjustment due to the adoption of ASC 606 | 13,736 | 13,736 | |||||||||||||
Unrealized gain (loss) on marketable securities | 127 | 127 | |||||||||||||
Net loss | (6,597) | (6,597) | |||||||||||||
Ending balance at Dec. 31, 2018 | $ 102,862 | $ 3 | $ 169,784 | $ (119) | $ (66,806) | ||||||||||
Temporary equity ending balance, share at Dec. 31, 2018 | 0 | ||||||||||||||
Ending balance, share at Dec. 31, 2018 | 27,772,600 | 27,772,600 |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Series A Redeemable Convertible Preferred Stock | |
Redeemable convertible preferred stock, issuance cost | $ 4 |
Series A-1 Redeemable Convertible Preferred Stock | |
Redeemable convertible preferred stock, issuance cost | $ 93 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (6,597,000) | $ (45,377,000) | $ (17,453,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 1,347,000 | 964,000 | 331,000 |
Stock-based compensation expense | 5,217,000 | 4,709,000 | 1,345,000 |
Premiums paid on marketable securities | (1,841,000) | ||
Net amortization of premiums and discounts on marketable securities | (377,000) | 516,000 | 477,000 |
Realized losses on marketable securities | 2,000 | (13,000) | |
Loss on disposal of property and equipment | 14,000 | 35,000 | 0 |
Changes in operating assets and liabilities: | |||
Amounts due from related party | 5,000,000 | (5,000,000) | |
Prepaid expenses and other current assets | 2,170,000 | 1,088,000 | (8,549,000) |
Other assets | (26,000) | (12,000) | 41,000 |
Accounts payable | 23,000 | 285,000 | 1,800,000 |
Accrued expenses and other current liabilities | (524,000) | 2,945,000 | 5,430,000 |
Deferred rent | (52,000) | 249,000 | (86,000) |
Deferred revenue - related party | (14,417,000) | 17,174,000 | 64,931,000 |
Net cash (used in) provided by operating activities | (13,222,000) | (12,422,000) | 41,413,000 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (2,019,000) | (1,973,000) | (836,000) |
Purchases of marketable investments | (107,257,000) | (97,048,000) | |
Proceeds from sales or maturities of marketable securities | 72,692,000 | 27,891,000 | 28,916,000 |
Net cash (used in) provided by investing activities | (36,584,000) | 25,918,000 | (68,968,000) |
Cash flows from financing activities: | |||
Proceeds from issuances of redeemable convertible preferred stock, net of issuance costs | 25,938,000 | ||
Payments of initial public offering costs | (2,031,000) | (1,200,000) | |
Proceeds from initial public offering of common stock, net of commissions and underwriting discounts | 100,440,000 | ||
Proceeds from issuance of common stock to a related party | 11,500,000 | ||
Collection of note receivable from officer | 62,000 | ||
Proceeds from exercise of stock options | 467,000 | 102,000 | 4,000 |
Net cash provided by (used in) financing activities | 110,376,000 | (1,036,000) | 25,942,000 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 60,570,000 | 12,460,000 | (1,613,000) |
Cash and cash equivalents and restricted cash at beginning of period | 23,540,000 | 11,080,000 | 12,693,000 |
Cash and cash equivalents and restricted cash at end of period | 84,110,000 | 23,540,000 | 11,080,000 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes | 28,000 | 3,297,000 | 7,673,000 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Accretion of redeemable convertible preferred stock to redemption value | 11,000 | 40,000 | 41,000 |
Purchases of property and equipment included in accounts payable and accrued expenses | $ 692,000 | 450,000 | 352,000 |
Deferred offering costs included in accrued expenses | 584,000 | ||
Reclassification of restricted cash from non-current assets to current assets | 85,000 | ||
Reclassification of deposit liability for restricted stock upon vesting of shares | 35,000 | 26,000 | |
Landlord incentives for construction of leasehold improvements recorded as deferred rent | $ 2,377,000 | $ 2,426,000 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of the Business | 1. Surface Oncology, Inc. (the “Company” or “Surface”) is a clinical-stage immuno-oncology company focused on using its specialized knowledge of the biological pathways critical to the immunosuppressive tumor microenvironment (“TME”) for the development of next-generation cancer therapies. Surface was incorporated in April 2014 under the laws of the State of Delaware. The Company is subject to risks common to early-stage companies in the biotechnology industry including, but not limited to, development by competitors of new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the ability to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance-reporting capabilities. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. On April 6, 2018, the Company effected a one-for-2.2 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the existing conversion ratios for each series of the Company’s Redeemable Convertible Preferred Stock. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the preferred stock conversion ratios. On April 23, 2018, the Company completed its initial public offering of its common stock by issuing 7,200,000 shares of common stock, at $15.00 per share for gross proceeds of $108,000, or net proceeds of $97,209 after deducting underwriting discounts, commissions and offering expenses. Concurrent with the initial public offering, the Company issued Novartis Institutes for Biomedical Research, Inc. (Novartis) 766,666 shares of its common stock at $15.00 per share for proceeds of $11,500, in a private placement. Upon the closing of the Company’s initial public offering on April 23, 2018, all shares of Series A and A-1 redeemable convertible preferred stock (the “Series A Preferred Stock” and “Series A-1 Preferred Stock”, respectively) automatically converted into 16,863,624 shares of common stock. The Company’s financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has primarily funded its operations with proceeds from the sales of redeemable convertible preferred stock, proceeds from a collaboration agreement with Novartis, and proceeds from the Company’s initial public offering of common stock The Company will seek additional funding through public financings, debt financings, collaboration agreements, strategic alliances and licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could be required to delay, reduce, or eliminate research and development programs, product portfolio expansion, or future commercialization efforts, which could adversely affect its business prospects. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary, Surface Securities Corporation, after elimination of all intercompany accounts and transactions. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses, and the valuation of common stock and stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from the Company’s estimates. Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at the acquisition date to be cash equivalents. Cash equivalents, which consist of money market funds are stated at fair value. Marketable Securities Marketable securities consist of investments with original maturities greater than 90 days at their acquisition date. The Company has classified its investments with maturities beyond one year as current, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The Company classifies all of its marketable securities as available-for-sale securities. The Company’s marketable securities are measured and reported at fair value using quoted prices in active markets for similar securities. Unrealized gains and losses on available-for-sale debt securities are reported as accumulated other comprehensive loss, which is a separate component of stockholders’ equity (deficit). The cost of debt securities sold is determined on a specific identification basis, and realized gains and losses are included in interest and other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company evaluates its marketable securities with unrealized losses for other-than-temporary impairment. When assessing marketable securities for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the statement of operations and comprehensive loss. No such adjustments were necessary during the periods presented. Restricted Cash At December 31, 2018 and 2017, restricted cash consisted of cash deposited in a separate bank account as collateral for the Company’s facilities lease obligations. At December 31, 2018, $1,198 of restricted cash was classified as non-current. At December 31, 2017, $85 and $1,000 of restricted cash was classified as current and non-current, respectively. Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents and marketable securities. The Company maintains its cash, cash equivalents, and marketable securities at one accredited financial institution in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities of its programs, including preclinical testing. These programs could be adversely affected by a significant interruption in the supply of such drug substance products. Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above. The carrying values of the Company’s accounts payable, accrued expenses, and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs (non-current) until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of additional paid-in capital generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statement of operations and comprehensive loss. The Company did not record any deferred offering costs as of December 31, 2018. Deferred offering costs totaled $1,784 at December 31, 2017. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the useful life of the asset. Laboratory equipment is depreciated over five years. Computer equipment and furniture and office equipment are depreciated over three years. Leasehold improvements are amortized over the shorter of the lease term or 10 years. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation and amortization of assets disposed of are removed from the accounts, and any resulting gain or loss is included in loss from operations. Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, using the modified retrospective transition method. Under this method, the Company recognized the cumulative effect of initially adopting ASC Topic 606, as an adjustment to the opening balance of accumulated deficit. Additionally, under this method of adoption, the Company applies the guidance to all incomplete contracts in scope as of the date of initial application. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. In accordance with ASC Topic 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC Topic 606, it performs the following five steps: i. identify the contract(s) with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price iv. allocate the transaction price to the performance obligations within the contract; and v. recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it determines that it is probable it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within the contract to determine whether each promised good or service is a performance obligation. The promised goods or services in the Company’s arrangements typically consist of a license to the Company’s intellectual property and/or research and development services. The Company may provide options to additional items in such arrangements, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer. Performance obligations are promises in a contract to transfer a distinct good or service to the customer that (i) the customer can benefit from on its own or together with other readily available resources, and (ii) is separately identifiable from other promises in the contract. Goods or services that are not individually distinct performance obligations are combined with other promised goods or services until such combined group of promises meet the requirements of a performance obligation. The Company determines transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. At contract inception for arrangements that include variable consideration, the Company estimates the probability and extent of consideration it expects to receive under the contract utilizing either the most likely amount method or expected amount method, whichever best estimates the amount expected to be received. The Company then considers any constraints on the variable consideration and includes in the transaction price variable consideration to the extent it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company then allocates the transaction price to each performance obligation based on the relative standalone selling price and recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) control is transferred to the customer and the performance obligation is satisfied. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company records amounts as accounts receivable when the right to consideration is deemed unconditional. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded for deferred revenue. Amounts received prior to satisfying the revenue recognition criteria are recognized as deferred revenue in the Company’s balance sheet. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, non-current. The Company’s revenue arrangement includes the following: Up-front License Fees: If a license is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from nonrefundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At the inception of an agreement that includes research and development milestone payments, the Company evaluates each milestone to determine when and how much of the milestone to include in the transaction price. The Company first estimates the amount of the milestone payment that the Company could receive using either the expected value or the most likely amount approach. The Company primarily uses the most likely amount approach as that approach is generally most predictive for milestone payments with a binary outcome. Then, the Company considers whether any portion of that estimated amount is subject to the variable consideration constraint (that is, whether it is probable that a significant reversal of cumulative revenue would not occur upon resolution of the uncertainty.) The Company updates the estimate of variable consideration included in the transaction price at each reporting date which includes updating the assessment of the likely amount of consideration and the application of the constraint to reflect current facts and circumstances. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company will recognize 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). To date, the Company has not recognized any revenue related to sales-based royalties or milestone payments based on the level of sales. The Company’s revenues have been generated through the Collaboration Agreement with Novartis See Note 8, “Collaboration Agreement with Novartis” for additional details regarding the Company’s collaboration arrangement. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses include salaries, stock-based compensation and benefits of employees, third-party license fees and other operational costs related to the Company’s research and development activities, including allocated facility-related expenses and external costs of outside vendors engaged to conduct both preclinical studies and clinical trials. Research Contract Costs and Accruals The Company has entered into various research and development contracts with research institutions and other companies. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Nonrefundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying statements of operations and comprehensive loss. Stock-Based Compensation The Company measures all stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options and restricted stock awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company measures stock-based awards granted to non-employee consultants based on the fair value of the award on the date on which the related service is complete. Compensation expense is recognized over the period during which services are rendered by such consultants and non-employees until completed. At the end of each reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s common stock and updated assumption inputs in the Black-Scholes option-pricing model. The Company classifies stock-based compensation expense in its statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated using the Black- Scholes option-pricing model. The Company has historically been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company elects to account for forfeitures as they occur rather than apply an estimated forfeiture rate to share based payment expense. Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making decisions. The Company’s singular focus is using its specialized knowledge of the biological pathways critical to the TME for the development of next-generation cancer therapies. All of the Company’s tangible assets are held in the United States, and all collaboration revenue is derived from the Company’s collaboration partner in the United States. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company's tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by analyzing carryback capacity in periods with taxable income, reversal of existing taxable temporary differences and estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive loss in all periods presented was unrealized gains (losses) on marketable securities. Net Loss per Share The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding options to purchase common stock or redeemable convertible preferred stock are considered potential dilutive common shares. The Company’s redeemable convertible preferred stock contractually entitled the holders of such shares to participate in dividends but contractually did not require the holders of such stock to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Recently Adopted Accounting Pronouncements I n May 2014, the Financial Accounting Standards Board ( FAS ) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations , which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which clarifies how a company identifies promised goods or services and clarifies whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients related to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers. In December 2016 the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , which amends certain narrow aspects of the guidance issued in ASU 2014-09 including guidance related to the disclosure of remaining performance obligations and prior-period performance obligations, as well as other amendments to the guidance on loan guarantee fees, contract costs, refund liabilities, advertising costs and the clarification of certain examples. ASU 2016-08, ASU 2016-10 and ASU 2016-12 have the same effective dates and transition requirements as ASU 2014-09, all of which collectively are herein referred to as Revenue ASUs. The Company adopted the Revenue ASUs effective January 1, 2018 using the modified retrospective method. Under the modified retrospective method, the cumulative effect of adopting the Revenue ASUs is recognized as an adjustment to deferred revenue and accumulated deficit. Under ASC 606, the Company will recognize revenue from its collaboration agreement with Novartis (see Note 8) earlier during the performance period as a result of applying the cost-to-cost method, in contrast to recognizing revenue on a straight-line basis over the estimated ten-year performance period under the previous standard. The following reflects the impact of the cumulative effect of the accounting changes upon the adoption of the Revenue ASUs (in thousands): Consolidated Balance Sheets December 31, 2017 Cumulative Effect January 1, 2018 Deferred revenue - related party, current and net of current portions $ 82,105 $ (13,736 ) $ 68,369 Accumulated deficit (73,945 ) 13,736 (60,209 ) December 31, 2018 Under Topic 606 Under Topic 605 Effect of Change Deferred revenue - related party $ 14,610 $ 14,421 $ 189 Deferred revenue, net of current portion - related party 39,342 84,195 (44,853 ) Accumulated deficit (66,806 ) (97,734 ) 30,928 Consolidated Statements of Operations and Comprehensive Loss Year Ended December 31, 2018 Under Topic 606 Under Topic 605 Effect of Change Collaboration revenue - related party $ 59,417 $ 28,489 $ 30,928 Loss from operations $ (9,151 ) (40,079 ) 30,928 Net loss $ (6,597 ) (37,525 ) 30,928 Comprehensive loss $ (6,470 ) (37,398 ) 30,928 Condensed Consolidated Statements of Cash Flows Year Ended December 31, 2018 Under Topic 606 Under Topic 605 Effect of Change Net loss $ (6,597 ) $ (37,525 ) $ 30,928 Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Deferred revenue - related party (14,417 ) 16,511 (30,928 ) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) As of December 31, 2018 2017 2016 Cash and cash equivalents $ 82,912 $ 22,455 $ 9,995 Restricted cash included in current assets — 85 — Restricted cash included in non-current assets 1,198 1,000 1,085 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 84,110 $ 23,540 $ 11,080 In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases “Codification Improvements to Topic 842, Leases” The Company adopted the standard on the effective date of January 1, 2019 by applying the new lease requirements at the effective date. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allows the Company to carry forward the historical lease classification. The Company expects the standard to have an impact of approximately $17.0 million on its assets and $22.0 million on its liability for the recognition of right-of-use-assets and lease liabilities, which are primarily related to the lease of the Company’s corporate headquarters in Cambridge, Massachusetts. The Company does not expect the standard to have a material impact on its results of operations or cash flows. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging—(Part I) Accounting for Certain Financ |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2018 | |
Marketable Securities [Abstract] | |
Marketable Securities | 3. As of December 31, 2018, the fair value of available-for-sale marketable debt securities by type of security was as follows: December 31, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities: U.S. Treasury notes $ 62,866 $ — $ (24 ) $ 62,842 U.S. Government agency bonds 2,900 — (15 ) 2,885 Corporate bonds 10,276 — (80 ) 10,196 $ 76,042 $ — $ (119 ) $ 75,923 The amortized cost and fair value of the Company’s available-for-sale securities by contractual maturity are summarized as follows: December 31, 2018 Amortized Cost Fair Value Maturing in one year or less $ 76,042 $ 75,923 $ 76,042 $ 75,923 As of December 31, 2017, the fair value of available-for-sale marketable securities by type of security was as follows: December 31, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities: U.S. government agency bonds $ 7,300 $ — $ (38 ) $ 7,262 Corporate bonds 33,800 — (208 ) $ 33,592 $ 41,100 $ — $ (246 ) $ 40,854 The amortized cost and fair value of the Company’s available-for-sale securities by contractual maturity are summarized as follows: December 31, 2017 Amortized Cost Fair Value Maturing in one year or less $ 27,769 $ 27,672 Maturing after one year but less than two years 13,331 13,182 $ 41,100 $ 40,854 The cost of securities sold is determined based on the specific identification method for purposes of recording realized gains and losses. During the year ended December 31, 2018 there were no realized gains (losses) on sales of marketable securities. During the year ended December 31, 2017 and 2016, realized gains (losses) on sales of marketable securities were $(2) and $13, respectively. There were no marketable securities that required adjustment for other-than-temporary declines in fair value during the years ended December 31, 2018, 2017, and 2016. The aggregate fair value of securities held by the Company in an unrealized loss position for less than twelve months as of December 31, 2018 and 2017 was $62,842 and $27,672, respectively. The aggregate fair value of securities held by the Company in an unrealized loss position for more than twelve months as of December 31, 2018 and 2017 was $13,081 and $13,182, respectively. The Company determined that there was no material change in the credit risk of these investments. As a result, the Company determined it did not hold any investments with an other-than-temporary decline in fair value as of December 31, 2018 and 2017. |
Fair Value of Financial Assets
Fair Value of Financial Assets | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets | 4 . The following tables present information about the Company’s financial assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of December 31, 2018 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 77,737 $ — $ — $ 77,737 Marketable securities: U.S. Treasury notes — 62,842 — $ 62,842 U.S. Government agency bonds — 2,885 — $ 2,885 Corporate bonds — 10,196 — $ 10,196 $ 77,737 $ 75,923 $ — $ 153,660 Fair Value Measurements as of December 31, 2017 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 17,409 $ — $ — $ 17,409 Marketable securities: U.S. government agency bonds — 7,262 — 7,262 Corporate bonds — 33,592 — 33,592 $ 17,409 $ 40,854 $ — $ 58,263 As of December 31, 2018 and 2017, the Company’s cash equivalents were invested in money market funds and were valued based on Level 1 inputs. As of December 31, 2018 and 2017, the Company’s marketable securities consisted of U.S. treasury notes, U.S. government agency bonds and corporate bonds and were valued based on Level 2 inputs. In determining the fair value of its U.S. treasury notes, U.S. government agency bonds and corporate bonds, the Company relied on quoted prices for similar securities in active markets or other inputs that are observable or can be corroborated by observable market data. During the years ended December 31, 2018 and 2017, there were no transfers between Level 1, Level 2 and Level 3. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and equipment, net consisted of the following: Year Ended December 31, 2018 2017 Laboratory equipment $ 2,970 $ 2,469 Leasehold improvements 6,531 5,472 Computer equipment 305 133 Furniture and office equipment 1,074 646 Construction in progress 79 13 10,959 8,733 Less: Accumulated depreciation and amortization (2,733 ) (1,407 ) $ 8,226 $ 7,326 For the years ended December 31, 2018, 2017, and 2016 depreciation and amortization expense was $1,347, $964, and $331 respectively. During the years ended December 31, 2018 and 2017, the Company recorded a loss on disposal of property and equipment of $14 and $35, respectively. No gain or loss was recorded on the disposal of property and equipment during the year ended December 31, 2016. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 6. Prepaid expenses and other current assets consisted of the following: Year Ended December 31, 2018 2017 Prepaid income taxes $ 923 $ 6,657 Prepaid expenses 4,520 1,005 Interest receivable on marketable securities 323 274 $ 5,766 $ 7,936 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued expenses and other current liabilities consisted of the following: Year Ended December 31, 2018 2017 Accrued external research and development costs $ 5,011 $ 3,005 Amounts due to related party — 3,437 Accrued payroll and payroll-related costs 2,618 1,955 Accrued professional fees 634 874 Other 540 572 $ 8,803 $ 9,843 |
Collaboration Agreement with No
Collaboration Agreement with Novartis | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration Agreement with Novartis | 8. Overview In January 2016, the Company entered into a collaboration agreement with Novartis (the “Collaboration Agreement”), which was subsequently amended in May 2016, July 2017, September 2017, and October 2018 (the “October 2018 Amendment”). Pursuant to the Collaboration Agreement, the Company granted Novartis a worldwide exclusive license to research, develop, manufacture and commercialize antibodies that target CD73, along with the right to purchase exclusive option rights (each an “Option”) for up to four specified targets (each an “Option Target”) to obtain certain development, manufacturing and commercialization rights. Novartis may exercise up to three purchased Options. Under the Collaboration Agreement, Novartis initially had the ability to exclusively license the development and manufacturing rights for up to four targets (inclusive of CD73). Of these, the Company would retain the U.S. commercial rights to two of such targets. The Collaboration Agreement is governed by a joint steering committee that is co-chaired by a chairperson designated by each of the Company and Novartis. The October 2018 Amendment, among other things, modified certain definitions and provisions of the Collaboration Agreement to make them consistent with the amended and restated development and option agreement the Company entered into with Adimab LLC in October and clarified the parties’ rights and responsibilities relating to the amended agreement with Adimab LLC and diagnostic products. Novartis is a related party because it is a principal stockholder of the Company. In January 2016, the Company entered into the Collaboration Agreement and sold 2,000,000 shares of its Series A-1 preferred stock to Novartis. In addition, concurrent with the Company’s initial public offering of common stock, the Company issued Novartis 766,666 shares of its common stock at $15.00 per share for proceeds of $11,500 in a private placement. During the year ended December 31, 2018, the Company made a payment of $3,437 to Novartis for the reimbursement of manufacturing costs incurred by Novartis prior to December 31, 2017. During the year ended December 31, 2017, the Company made no cash payments to Novartis related to the Collaboration Agreement. Research on Targets Under the Novartis Collaboration, the Company is responsible for performing preclinical research through the first investigational new drug application (“IND”) acceptance on antibodies that bind to CD73 and each Option Target, pursuant to a research plan directed toward each target. The Company is responsible for all costs and expenses incurred by or on its behalf, in connection with such research. Novartis also has the right, but not the obligation, to conduct research at its own cost on antibodies that bind to CD73 in accordance with the terms of the Novartis Collaboration. Development and Commercialization of CD73 Products Novartis has the sole right to develop and commercialize CD73 antibody candidates and corresponding licensed products worldwide pursuant to a development plan and a commercialization plan, respectively. Novartis is obligated to use commercially reasonable efforts to develop the CD73 antibody candidates and corresponding licensed products, to obtain regulatory approval of such products, including within certain defined markets, and to commercialize such products following regulatory approval. Novartis is responsible for all costs and expenses of such development and commercialization and is obligated to provide the Company with updates on its development and commercialization activities through the joint steering committee, joint development committee and joint commercialization committee. Option Targets Prior to the filing of an IND for an Option Target, Novartis may purchase the Option to obtain certain development, manufacturing and commercialization rights for antibodies that bind to the Option Target. To the extent Novartis does not elect to purchase an Option to an Option Target, the Option for such Option Target will expire and all rights to such Option Target under the Collaboration Agreement will terminate. Novartis may exercise up to a total of three purchased Options. Each exercised Option will be designated as either a regional or global option, with each such designation determining the development and commercialization rights between the parties with respect to such Option Target, corresponding antibody candidates and licensed products, as summarized below. The Company had the ability to designate the first Option as either regional or global. Of the other two Options, the Company and Novartis each have the ability to designate the geographical scope of one Option. Following Novartis’ exercise of an Option with respect to an Option Target, the Company will grant to Novartis licenses that are necessary to effectuate the development, manufacturing or commercialization rights associated with a regional or global option, as described below. In December 2016, Novartis purchased the Option for antibodies that bind to CD47 for $5,000, and as of December 31, 2017, there were three remaining Options that may be purchased by Novartis. In March 2018, Novartis notified the Company of its decision not to exercise its Option related to CD47. In March 2018, the Company and Novartis also mutually agreed to cease development of one of the undisclosed programs subject to the Collaboration Agreement. Accordingly, as of December 31, 2018, Novartis had two Options remaining eligible for purchase and potential exercise. In February 2019, Novartis notified the Company of its decision not to purchase the Option related to IL-27 (See Note 19). Development and Commercialization of Regional Licensed Products To the extent an exercised Option is designated as regional, the Company is primarily responsible for the early clinical development of each corresponding regional antibody candidate and regional licensed product at its own cost. Unless the Company chooses to opt out of its development right, it will collaborate with Novartis on the further clinical development of regional antibody candidates and regional licensed products. Pursuant to a regional development plan for each regional licensed product, the Company will be responsible for development activities related to obtaining regulatory approval in the United States, with Novartis responsible for development activities related to obtaining regulatory approval elsewhere in the world. The development costs of such later clinical development activities will be split evenly among the parties. Thereafter, the Company is responsible for the commercialization of regional licensed products in the United States, and Novartis is responsible for the commercialization of regional licensed products outside of the United States, each pursuant to a commercialization plan. Each party must use commercially reasonable efforts to commercialize such products within their respective territories. The Company is obligated to work with Novartis to agree to a global commercialization strategy with respect to the regional licensed products prior to commercialization. Development and Commercialization of Global Licensed Products To the extent an exercised Option is designated as global, the Company is primarily responsible for the early clinical development of each global antibody candidate and global licensed product at the Company’s own cost, and Novartis is solely responsible for the later worldwide clinical development of global antibody candidates and global licensed products, pursuant to a development plan for such global licensed product, at its own cost. Novartis is solely responsible for the worldwide commercialization of global licensed products and must use commercially reasonable efforts to commercialize such products, pursuant to a commercialization plan, at its own cost. Novartis agrees to provide the Company with development and commercialization updates regarding global licensed products through the joint steering committee, joint development committee and joint commercialization committee. Exclusivity Neither the Company nor Novartis may, alone or with any affiliate or third party, (i) research or develop any antibody that specifically binds to an Option Target for a specified period of time outside of the Collaboration Agreement or (ii) develop or commercialize any antibody that specifically binds to CD73 or any Option Target that subsequently becomes a licensed target for a specified period of time outside the Collaboration Agreement. The October 2018 Amendment clarified that Novartis is permitted to research, develop, manufacture or commercialize any diagnostic product that specifically binds to a licensed target, subject to Novartis’ compliance with its rights and obligations under the Collaboration Agreement, and provided that where such diagnostic product is an Adimab diagnostic product, Novartis may research, develop, manufacture or commercialize such Adimab diagnostic product solely for the purpose of research, development or commercialization of a therapeutic or prophylactic licensed product that specifically binds to the same licensed target. Financial Terms Upon entering into the Collaboration Agreement in January 2016, Novartis made an upfront payment to the Company of $70,000. In addition, Novartis is obligated to pay the Company a fee to the extent it desires to purchase an Option for any Option Target and another fee to exercise such purchased Option, which entitles the Company to an aggregate of up to $67,500 in option purchase and option exercise payments, of which $5,000 has been received. The Company is also eligible to receive payments on a target-by-target basis upon the achievement of specified development and sales milestones as well as tiered royalties on annual net sales by Novartis of licensed products ranging from high single-digit to mid-teens percentages upon successful commercialization of any products. Under the Collaboration Agreement, the maximum aggregate amount of potential option purchase, option exercise and milestone payments the Company was entitled to was up to $1,167,500, of which $80,000 had been received as of December 31, 2018. Such amount of potential option purchase, option exercise and milestone payments assumed that Novartis purchased, and exercised, all of the Options available to it pursuant to the Collaboration Agreement as well as the successful clinical development of and achievement of all sales milestones for all targets covered by the Collaboration Agreement. In March 2018, Novartis notified the Company of its decision not to exercise its Option related to CD47. In February 2019, Novartis notified the Company of its decision not to purchase the Option related to IL-27 (See Note 19). The Company is required to pay Novartis tiered royalties ranging from high single-digit to mid-teens percentages on annual net sales by the Company of regional licensed products in the United States. The royalty payments are subject to reduction under specified conditions set forth in the Collaboration Agreement. Termination Unless terminated earlier, the Collaboration Agreement will continue in effect until neither the Company nor Novartis is researching, developing, manufacturing or commercializing any antibody candidates or licensed products under the Collaboration Agreement. Novartis may terminate the Collaboration Agreement on a target-by-target basis for any reason upon prior notice to the Company within a specified time period. However, Novartis cannot terminate the Collaboration Agreement with respect to CD73 for a certain period of time following the effective date. Either party may terminate the Collaboration Agreement in full, or on a target-by-target basis, if an undisputed material breach is not cured within a certain period of time or upon notice of insolvency of the other party. To the extent Novartis terminates for convenience, or for the Company’s material breach or insolvency, Novartis will grant the Company, on mutually agreeable financial terms, an exclusive, worldwide, irrevocable, perpetual and royalty-bearing license with respect to intellectual property controlled by Novartis that is reasonably necessary to research, develop, manufacture or commercialize certain products. Revenue Recognition Related to the On January 1, 2018, the Company adopted ASC 606 under the modified retrospective method. Prior to January 1, 2018, the Company accounted for the collaboration agreement with Novartis under ASC 605-25, Multiple Element Arrangements. Accounting under ASC 605 The Company determined that the deliverables under the Collaboration Agreement included (i) the worldwide exclusive license to CD73 antibody candidates, which was delivered to Novartis in January 2016 upon entering into the agreement, and (ii) the Company’s research and development and joint steering committee participation obligations under the agreement. The Company also determined that none of these deliverables have standalone value due to the specialized nature of the services to be provided by the Company in connection with the Collaboration Agreement. Therefore, at the inception of the arrangement, the Company concluded that the deliverables were not separable and, accordingly, the Company treated the license and undelivered services as a single unit of accounting and recognized revenue on a straight-line basis over the period that the Company expected to complete its performance obligations under the agreement, which was estimated to be ten years. Accordingly, the Company recognized the upfront payment and milestone payments received over the estimated ten-year period of performance. In December 2016, Novartis purchased an exclusive option right to antibodies that bind to CD47 for $5,000. At that time, the Company concluded that the license and other obligations underlying the exclusive option right held by Novartis represented separate and additional deliverables that Novartis may receive from the Company in future periods. In December 2017, the Company included $5,000 in deferred revenue for the option purchase payment. In March 2018, Novartis decided not to exercise this option. Accounting under ASC 606 In determining the appropriate amount of revenue to be recognized under ASC 606, the Company performed the following steps: (i) identified the promised goods or services in the contract; (ii) determined whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Under ASC 606, the Company recognized revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue will be recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. Under ASC 606, the estimated transaction price will include variable consideration. The Company does not include variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will occur when any uncertainty associated with the variable consideration is resolved. The estimate of the Company’s measure of progress and estimate of variable consideration to be included in the transaction price will be updated at each reporting date as a change in estimate. The amount related to the unsatisfied portion will be recognized as that portion is satisfied over time. Under ASC 606 the Company accounts for (i) the license it conveyed with respect to CD73 and (ii) its obligations to perform research on CD73 and other specified targets as a single performance obligation under the collaboration agreement with Novartis. Novartis’ right to purchase exclusive options to obtain certain development, manufacturing and commercialization rights are accounted for separately as they do not represent material rights, based on the criteria of ASC 606. Upon the exercise of any purchased option by Novartis, the contract promises associated with an option target would use a separate cost-to-cost model for purposes of revenue recognition under ASC 606. In February 2018, the Company received an additional milestone payment of $45,000 from Novartis upon Novartis’ receipt and acceptance of the first final audited GLP toxicology study report for NZV930 (formerly SRF373). Upon achieving the milestone, the Company concluded this variable consideration associated with this milestone was no longer constrained and included the $45,000 in the transaction price. The Company recognized $27,850 as collaboration revenue – related party in the twelve months ended December 31, 2018, based on the ratio of actual costs incurred as of the milestone achievement date to the total estimated costs with respect to performing research on antibodies that bind to CD73 and other specified targets under the Collaboration Agreement. The remaining unrecognized amount of $17,150 is recorded as deferred revenue – related party as of December 31, 2018 and will subsequently be recognized as revenue over the performance period in proportion to the costs incurred under the Collaboration Agreement. In March 2018, Novartis notified the Company of its decision not to exercise its option related to CD47. The Company recognized the $5,000 exclusive option right payment as collaboration revenue – related party in the first quarter of 2018 because the Company no longer has any remaining performance obligations related to CD47. In March 2018, the Company and Novartis elected to terminate a specified target under the Collaboration Agreement. Future costs associated with this target were removed from the estimated total costs in the cost-to-cost model. For the years ended December 31, 2018, 2017, and 2016, the Company recognized the following totals of collaboration revenue – related party: Year Ended December 31, 2018 2017 2016 Collaboration revenue - related party $ 59,417 $ 12,826 $ 6,632 The following table presents changes in the Company’s contract liabilities during the twelve months ended December 31, 2018 (in thousands): December 31, 2017 Additions Deductions December 31, 2018 Contract Liabilities (1) Total deferred revenue - related party $ 82,105 45,000 $ (73,153 ) $ 53,952 (1) Additions to contract liabilities relate to consideration from Novartis during the reporting period. Deductions to contract liabilities relate to deferred revenue recognized as revenue during the reporting period and cumulative catch-up adjustment recognized upon adoption of ASC 606 on January 1, 2018. During $26,568 of revenue related to the amounts included in contract liability balance at the beginning of the period. The aggregate amount of the transaction price allocated to the single performance obligation that are partially unsatisfied was The Company |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | 9. The Company has authorized redeemable convertible preferred stock amounting to 37,100,000 shares as of December 31, 2017. The Company’s redeemable convertible preferred stock (“Preferred Stock”) has been classified as temporary equity on the accompanying balance sheets instead of in stockholders’ equity (deficit) in accordance with authoritative guidance for the classification and measurement of redeemable securities as the redeemable convertible preferred stock is redeemable at the option of the holder after the redemption date. On April 23, 2018, upon the closing of the Company’s initial public offering, all shares of the Redeemable Convertible Preferred Stock automatically converted into 16,863,624 shares of common stock. See Note 10 “Stockholders’ Equity (Deficit)”. There are no shares of redeemable convertible preferred stock authorization or outstanding as of December 31, 2018. The holders of the Redeemable Convertible Preferred Stock had the following rights and preferences: Voting Rights The holders of Redeemable Convertible Preferred Stock were entitled to vote, together with the holders of common stock, on all matters submitted to stockholders for a vote and have the right to vote the number of shares equal to the number of shares of common stock into which such Redeemable Convertible Preferred Stock could convert on the record date for determination of stockholders entitled to vote. The holders of Redeemable Convertible Preferred Stock, exclusively and as a separate class, were entitled to elect four directors of the Company. Dividends The holders of Redeemable Convertible Preferred Stock were entitled to receive noncumulative dividends when and if declared by the board of directors. The Company may not declare or pay any dividends on shares of any other class or series of capital stock of the Company unless the holders of the Redeemable Convertible Preferred Stock then outstanding first receive a dividend on each outstanding share of Redeemable Convertible Preferred Stock in an amount at least equal to (i) in the case of a dividend on common stock or any class or series of stock that is convertible into common stock, that dividend per share of Redeemable Convertible Preferred Stock as would equal the product of (A) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common stock and (B) the number of shares of common stock issuable upon conversion of each share of Redeemable Convertible Preferred Stock, or (ii) in the case of a dividend on any class or series that is not convertible into common stock, at a rate per share of Redeemable Convertible Preferred Stock determined by (A) dividing the amount of the dividend payable on each share of such class or series of capital stock by the Original Issue Price (as specified below) of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination of or other similar recapitalization affecting such shares) and (B) multiplying such fraction by an amount equal to the Original Issue Price of each series of Redeemable Convertible Preferred Stock. If the Company declares or pays on the same date a dividend on shares of more than one class or series of capital stock of the Company, the dividend payable to the holders of the Redeemable Convertible Preferred Stock will be calculated based upon the dividend on the class or series of capital stock that would result in the highest Redeemable Convertible Preferred Stock dividend. No dividends have been declared or paid by the Company through December 31, 2018. The Original Issue Price of Series A preferred stock is $1.00 per share, and the Original Issue Price of Series A-1 preferred stock is $6.75 per share, each subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Redeemable Convertible Preferred Stock. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation Event (as defined below), holders of Redeemable Convertible Preferred Stock were entitled to receive, prior and in preference to any distributions to the holders of common stock, an amount per share equal to (i) in the case of Series A-1 preferred stock, the greater of (A) the Series A-1 preferred stock Original Issue Price, plus any dividends declared but unpaid thereon, or (B) such amount per share as would have been payable had all shares of Series A-1 Preferred Stock been converted into common stock and (ii) in the case of the Series A preferred stock, the Series A preferred stock Original Issue Price, plus any dividends declared but unpaid thereon. In the event that proceeds are not sufficient to permit payment in full to the holders of the Redeemable Convertible Preferred Stock, the proceeds will be ratably distributed among the holders of Redeemable Convertible Preferred Stock on a pari passu Unless the holders of at least 61% of the then outstanding shares of the Redeemable Convertible Preferred Stock, voting together as a single class on an as-converted to common stock basis, elect otherwise, a Deemed Liquidation Event includes a merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) or a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company. Conversion Shares of Series A and A-1 Redeemable Convertible Preferred Stock were convertible into common stock on a 2.2-for-one basis. Conversion was at the option of the holder at any time, although was automatic upon the earlier of (i) the closing of a firm commitment underwritten public offering with a price of at least 300% of the Series A preferred stock Original Issue Price per share resulting in proceeds of not less than $35,000, net of underwriting discounts and commissions, or (ii) upon the vote or written consent of the holders of at least 61% of the outstanding shares of the Redeemable Convertible Preferred Stock, voting together as a single class on an as-converted to common stock basis. Redemption Rights At the written election of at least 61% of the holders of the outstanding Redeemable Convertible Preferred Stock, voting together as a single class on an as-converted to common stock basis, the shares of Redeemable Convertible Preferred Stock outstanding were redeemable at any time on or after January 8, 2020 in three equal annual installments commencing 60 days after receipt of the required vote, in an amount equal to the Original Issue Price per share of each series of Redeemable Convertible Preferred Stock, plus all declared but unpaid dividends. The carrying value of the Redeemable Convertible Preferred Stock was being accreted to its redemption value through January 8, 2020. Such accretion amounts relate solely to the original issuance costs of the Redeemable Convertible Preferred Stock. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | 10. Common Stock As of December 31, 2018 and 2017, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 150,000,000 and 53,000,000 shares, respectively, of $0.0001 par value common stock. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend rights of the Redeemable Convertible Preferred Stock. When dividends are declared on shares of common stock, the Company must declare at the same time a dividend payable to the holders of Redeemable Convertible Preferred Stock equivalent to the dividend amount they would receive if each preferred share were converted into common stock. The Company may not pay dividends to common stockholders until all dividends accrued or declared but unpaid on the Redeemable Convertible Preferred Stock have been paid in full. No dividends have been declared or paid by the Company through December 31, 2018. As of December 31, 2018 and 2017, the Company had reserved 6,083,202 and 20,703,575 shares, respectively, of common stock for the conversion of the outstanding shares of Redeemable Convertible Preferred Stock, the exercise of outstanding stock options and the number of shares remaining available for future grant under the Company’s 2014 Stock Incentive Plan, the Company’s 2018 Stock Option and Incentive Plan, and the Company’s 2018 Employee Stock Purchase Plan. Reserved for future issuance The Company has reserved for future issuance the following number of shares of common stock: As of December 31, 2018 2017 Options to purchase common stock 4,414,225 3,106,891 Shares available for future grant 1,412,159 733,060 2018 Employee Stock Purchase Plan 256,818 — Conversion of preferred stock — 16,863,624 Total reserved 6,083,202 20,703,575 On April 23, 2018, the Company completed its initial public offering of its common stock by issuing 7,200,000 shares of common stock, at $15.00 per share for gross proceeds of $108,000, or net proceeds of $97,209. Concurrent with the initial public offering, the Company issued Novartis 766,666 shares of its common stock at $15.00 per share for proceeds of $11,500, in a private placement. |
Stock-Based Awards
Stock-Based Awards | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Awards | 11. 2014 Stock Incentive Plan The Company’s 2014 Stock Incentive Plan (the “2014 Plan”) provides for the Company to grant incentive stock options or nonqualified stock options, restricted stock awards, unrestricted stock awards or restricted stock units to employees, directors and consultants of the Company. The 2014 Plan is administered by the board of directors, or at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of the stock options may not be less than 100% of the fair market value of a share of the Company’s common stock on the date of grant and the term of the stock options may not be greater than ten years. The total number of shares of common stock that may be issued under the 2014 Plan was 4,489,839 shares as of December 31, 2017. On February 12, 2018, the Company effected an increase in the total number of shares of the Company’s common stock reserved for issuance under the 2014 Plan from 4,489,839 shares to 4,498,930 shares. On March 2, 2018, the Company effected an increase in the total number of shares of the Company’s common stock reserved for issuance under the 2014 Plan from 4,498,930 shares to 5,089,839 shares. On March 9, 2018, the Company effected an increase in the total number of shares of the Company’s common stock reserved for issuance under the 2014 Plan from 5,089,839 shares to 5,203,730 shares. As of December 31, 2018 all remaining shares available under the 2014 Plan were transferred to the 2018 Plan. As of December 31, 2017, 733,060 shares were available for future issuance under the 2014 Plan. 2018 Stock Option and Incentive Plan On April 3, 2018, the Company’s stockholders approved the 2018 Stock Option and Incentive Plan (the “2018 Plan”), which became effective on April 18, 2018, the date on which the registration statement for the Company’s initial public offering was declared effective. The 2018 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights to the Company’s officers, employees, non-employee directors and other key persons (including consultants). The number of shares initially reserved for issuance under the 2018 Plan is 1,545,454, plus the shares of common stock remaining available for issuance under the 2014 Plan, which shall be cumulatively increased on January 1, 2019 and each January 1 thereafter by 4% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 or such lesser number of shares determined by the Company’s board of directors or compensation committee of the board of directors. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated (other than by exercise) under the 2018 Plan and the 2014 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. As of December 31, 2018, 1,412,159 shares were available for future issuance under the 2018 Plan. Stock options granted under the 2014 Plan and 2018 to employees generally vest over four years and expire after ten years. The Company does not currently hold any treasury shares. Upon stock option exercise, the Company issues new shares and delivers them to the participant. Stock Option Valuation The assumptions that the Company used to determine the fair value of the stock options granted to employees and directors were as follows, presented on a weighted average basis: Year Ended December 31, 2018 2017 2016 Risk-free interest rate 2.67 % 2.04 % 1.73 % Expected term (in years) 6.18 6.25 6.25 Expected volatility 72.70 % 78.60 % 76.39 % Expected dividend yield 0.0 % 0.0 % 0.0 % Stock Options The following table summarizes the Company’s stock option activity for the year ended December 31, 2018: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of December 31, 2017 3,106,891 $ 3.68 8.69 $ 14,361 Granted 1,794,198 11.25 Exercised (272,895 ) 1.71 Forfeited (213,969 ) 5.47 Outstanding as of December 31, 2018 4,414,225 $ 6.79 8.29 $ 2,031 Options exercisable at December 31, 2018 1,751,546 $ 4.51 7.59 $ 1,743 Vested and expected to vest at December 31, 2018 4,414,225 $ 6.79 8.29 $ 2,031 The weighted average grant-date fair value per share of stock options granted during the years ended December 31, 2018 and 2017, was $7.47 and $3.72, respectively. The aggregate fair value of stock options vested during the years ended December 31, 2018 and 2017, was $4,493 and $2,828, respectively. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2018, 2017, and 2016 was $1,887, $1,876, and $46 respectively. As of December 31, 2018, and 2017, there were outstanding stock options held by non-employees for the purchase of 317,957 and 369,645 shares of common stock, respectively, with service-based vesting conditions. Restricted Common Stock The Company has granted restricted common stock with service-based vesting conditions. The purchase price of the restricted common stock is determined by the Company’s board of directors. Unvested shares of restricted common stock may not be sold or transferred by the holder. These restrictions lapse according to the service-based vesting conditions of each award. The Company has the option to repurchase the restricted stock at the original purchase price if the grantee terminates its working relationship with the Company prior to the stock becoming vested. In May 2015, the Company issued to an executive officer 350,073 shares of restricted common stock, which are restricted as to sale or transferability until vested, over a four-year vesting period. As consideration for the award, the executive officer made an upfront cash payment of $62 and issued to the Company a promissory note for $62, which bore interest at a rate of 1.53% per annum and was due and payable in May 2020, unless earlier due upon specified events. At that time, the Company concluded that the promissory note was a recourse note with respect to half of the amount, or $31, and was a non-recourse note for the remaining amount. Upon issuance of the award, the Company recorded the $62 of upfront cash received as a liability in the consolidated balance sheet as it represented a deposit for the exercise price. The deposit liability is reclassified to additional paid-in capital over vesting term of the award as the restrictions of the award lapse. The Company determined upon issuance that the non-recourse portion of the note of $31 was not substantive and, as a result, the amount is being recognized as stock-based compensation expense over the vesting term of the award. The recourse portion of the note of $31 was recorded as a note receivable from officer within stockholders’ deficit in the accompanying consolidated balance sheet. In October 2017, the promissory note was repaid in full by the executive officer. The following table summarizes the Company’s restricted stock activity for the year ended December 31, 2018: Number of Shares Weighted Average Grant-Date Fair Value Unvested restricted common stock as of December 31, 2017 84,666 $ 0.42 Issued — Vested (67,731 ) 0.44 Forfeited and repurchased (16,935 ) Unvested restricted common stock as of December 31, 2018 — $ — The aggregate intrinsic value of restricted stock awards that vested during the years ended December 31, 2018 and 2017, were $810 and $1,834, respectively. 2018 Employee Stock Purchase Plan On April 3, 2018, the Company’s stockholders approved the 2018 Employee Stock Purchase Plan (the “ESPP”), which became effective on April 18, 2018, the date on which the registration statement for the Company’s initial public offering was declared effective. A total of 256,818 shares of common stock were reserved for issuance under this plan. In addition, the number of shares of common stock that may be issued under the ESPP will automatically increase on January 1, 2019, and each January 1 thereafter through January 1, 2028, by the lesser of (i) 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31 and (ii) such lesser number of shares as determined by the administrator of the Company’s ESPP. Stock-Based Compensation The Company recorded stock-based compensation expense related to stock options and restricted stock awards in the following expense categories of its statements of operations and comprehensive loss: Year Ended December 31, 2018 2017 2016 Research and development expenses $ 2,557 $ 1,917 $ 852 General and administrative expenses 2,660 2,792 493 $ 5,217 $ 4,709 $ 1,345 As of December 31, 2018, the Company had an aggregate of $13,993 of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 2.89 years. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 12. Net Loss per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Year Ended December 31, 2018 2017 2016 Basic and diluted net loss per share attributable to common stockholders: Numerator: Net loss $ (6,597 ) $ (45,377 ) $ (17,453 ) Accretion of redeemable convertible preferred stock to redemption value (11 ) (40 ) (41 ) Net loss attributable to common stockholders $ (6,608 ) $ (45,417 ) $ (17,494 ) Denominator: Weighted average commons shares outstanding—basic and diluted 19,990,773 2,474,800 2,393,909 Net loss per share attributable to common stockholders—basic and diluted $ (0.33 ) $ (18.35 ) $ (7.31 ) The Company’s potential dilutive securities, which include stock options, unvested restricted common stock and redeemable convertible preferred stock, have been excluded from the computation of diluted net loss per share attributable to common stockholders whenever the effect of including them would be to reduce the net loss per share. In periods where there is a net loss, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2018 2017 Redeemable convertible preferred stock (as converted to common stock) — 16,863,624 Outstanding options to purchase common stock 4,414,225 3,106,891 Unvested Restricted Stock — 84,666 4,414,225 20,055,181 |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2018 | |
License Agreement [Abstract] | |
License Agreements | 13. H2L2 License Agreement In April 2014, the Company entered into a license agreement with Harbour Antibodies H2L2 BV (“H2L2”). Pursuant to the H2L2 agreement, H2L2 granted the Company a worldwide, non-exclusive license under H2L2’s technology to (i) make, use, manufacture, import and export (but not sell) H2L2 mice, which are capable of generating fully human antibodies, for research, development, clinical and manufacturing purposes and (ii) to make, use, sell, offer for sale, import and export antibodies discovered or generated using H2L2 technology, and products incorporating such antibodies. Such licenses are sublicensable only to the Company’s affiliates or third-party contractors, other than in the case of the license to sell antibody products, which the Company may license to any third party. Under the agreement, the Company is obligated to pay to H2L2 a low five-digit dollar amount as an upfront license fee for each antibody program that it initiates using the H2L2 mice. In addition, the Company may be obligated to pay up to an aggregate of $1,035 in milestone payments to H2L2 if it develops an antibody product through Phase 3 clinical trials and regulatory approval. The Company is required to pay H2L2 a one-time sales performance payment of a low seven-digit dollar amount for each antibody product that is commercialized and achieves worldwide gross sales in excess of a low eight-digit dollar amount. If the Company enters into an agreement with a third party to further research or commercialize an antibody product developed under the H2L2 agreement, then the Company is obligated to pay H2L2 a one-time payment of the lesser of (i) a low double-digit percentage of the upfront fee paid to the Company by the third party or (ii) a low six-digit dollar amount. Unless earlier terminated, the H2L2 agreement will expire in April 2019. Either party may terminate this agreement upon an uncured material breach by the other party. The Company may also terminate the agreement at will upon providing prior written notice to H2L2. During the years ended December 31, 2018 and 2017, the Company did not recognize any research and development expense under the agreement. During the year ended December 31, 2016, the Company recognized research and development expense under the agreement of $270. Harbour License Agreement In September 2015, the Company entered into an exclusive license agreement with Harbour Antibodies B.V. (“Harbour”) to receive an exclusive license to Harbour’s materials and patent rights directed to CD47. Pursuant to the agreement, Harbour granted to the Company a worldwide, royalty-bearing exclusive license, with the right to sublicense, to exploit products that incorporate Harbour’s materials or that would infringe Harbour’s patent rights. The Company is obligated to use commercially reasonable efforts to develop and commercialize such licensed products. In consideration for the license, the Company paid Harbour a one-time upfront payment of $125 and is required to pay a nominal annual maintenance fee during the term of the agreement. In addition, the Company is obligated to pay up to an aggregate of $4,750 upon the achievement of specified development and commercial milestones for each product licensed under the agreement. In March 2018, the Company paid Harbour a $200 milestone payment due upon the dosing of the first patient in the Company’s SRF231 Phase 1 trial. The Company is also obligated pay Harbour royalties of a low single-digit percentage on the worldwide net sales of any licensed product on a country-by-country basis. The Harbour CD47 exclusive license agreement will expire on the last to expire royalty term on licensed product-by-licensed product basis, unless terminated earlier by the parties. The Company may terminate the agreement for any reason on with proper prior notice to Harbour. Harbour may terminate if the Company fails to pay an amount due after Harbour provides the Company written notice or upon the Company’s uncured material breach, subject to completion of a dispute resolution process and subsequent cure. During the years ended December 31, 2018, 2017, and 2016, the Company recognized research and development expense under the agreement of $203, $10, and 60, respectively. Adimab Development and Option Agreement In October 2018, the Company and Adimab LLC (“Adimab”), entered into an amended and restated development and option agreement, (“the A&R Adimab Agreement”), which amended and restated the development and option agreement with Adimab dated July 2014, as amended, (“the Original Adimab Agreement”), for the discovery and optimization of proprietary antibodies as potential therapeutic product candidates. Under the A&R Adimab Agreement, the Company will select biological targets against which Adimab will use its proprietary platform technology to research and develop antibody proteins using a mutually agreed upon research plan. The A&R Adimab Agreement, among other things, extended the discovery term of the Original Adimab Agreement, provided access to additional antibodies, and expanded the Company’s right to evaluate and use antibodies that were modified or derived using Adimab technology for diagnostic purposes. Upon the Company’s selection of a target, the Company and Adimab will initiate a research plan and the discovery term begins. During the discovery term, Adimab will grant the Company a non-exclusive, non-sublicenseable license under its technology with respect to the target, to research, design and preclinically develop and use antibodies that were modified or derived using Adimab technology, solely to evaluate such antibodies, perform the Company’s responsibilities under the research plan, and use such antibodies for certain diagnostic purposes. The Company also will grant to Adimab a non-exclusive, nontransferable license with respect to the target under the Company’s technology that covers or relates to such target, solely to perform its responsibilities under the research plan during the discovery period. The Company is required to pay Adimab at an agreed upon rate for its full-time employees during the discovery period while Adimab performs research on each target under the applicable research plan. Adimab granted the Company an exclusive option to obtain a non-exclusive, worldwide, fully paid-up, sublicensable license under Adimab’s platform patents and other Adimab technology solely to research up to ten antibodies, chosen by the Company against a specific biological target for a specified period of time (the “Research Option”). In addition, Adimab granted the Company an exclusive option to obtain a worldwide, royalty-bearing, sublicensable license under Adimab platform patents and other Adimab technology to exploit, including commercially, 20 or more antibodies against specific biological targets (the “Commercialization Option”). Upon the exercise of a Commercialization Option, and payment of the applicable option fee to Adimab, Adimab will assign the Company the patents that cover the antibodies selected by such Commercialization Option. The Company will be required to use commercially reasonable efforts to develop, seek market approval of, and commercialize at least one antibody against the target covered by the Commercialization Option in specified markets upon the exercise of a Commercialization Option. Under the agreement, the Company is obligated to make milestone payments and to pay specified fees upon the exercise of the Research or Commercialization Options. During the discovery term, the Company may be obligated to pay Adimab up to $250 for technical milestones achieved against each biological target. Upon exercise of a Research Option, the Company is obligated to pay a nominal research maintenance fee on each of the next four anniversaries of the exercise. Upon the exercise of each Commercialization Option, the Company will be required to pay an option exercise fee of a low seven-digit dollar amount, and the Company may be responsible for milestone payments of up to an aggregate of $13,000 for each licensed product that receives marketing approval. For any licensed product that is commercialized, the Company is obligated to pay Adimab tiered royalties of a low to mid single-digit percentage on worldwide net sales of such product. The Company may also partially exercise a Commercialization Option with respect to ten antibodies against a biological target by paying 65% of the option fee and later either (i) paying the balance and choosing additional antibodies for commercialization, up to the maximum number under the Commercialization Option, or (ii) foregoing the Commercialization Option entirely. For any Adimab diagnostic product that is used with or in connection with any compound or product other than a licensed antibody or licensed product, the Company is obligated to pay Adimab up to a low seven digits in regulatory milestone payments and low single-digit royalties on net sales. No additional payment is due with respect to any companion diagnostic or any diagnostic product that does not contain any licensed antibody. The A&R Adimab Agreement will remain in effect until (a) the earlier of (i) the expiration of the Research and Commercialization Options (if they expire without exercise) and (ii) 12 months from the effective date without the Company providing materials that pass Adimab’s quality control; or (b) if a Research Option is exercised but the Commercialization Option is not, then upon the expiration of the last to expire research license term; or (c) upon commercialization of a product, until the end of the royalty term, which will vary on a product-by-product and country-by-country basis, ending on the later of (y) the expiration of the last valid claim covering the licensed product in such country as the product is manufactured or sold, or (z) ten after the first commercial sale of the licensed product in such country. Either party may terminate the A&R Adimab Agreement for material breach if such breach remains uncured for a specified period of time, however, if a Research Option or Commercialization Option has been exercised and the breach only applies to the applicable target of such Research Option or Commercialization Option, then the termination right will only apply to such target. The Company may also terminate the A&R Adimab Agreement for any reason with prior notice to Adimab. If Adimab is bankrupt, the Company will be entitled to a complete duplicate of, or complete access to, all rights and licenses granted under or pursuant to the A&R Adimab Agreement. During the years ended December 31, 2018, 2017, and 2016, the Company recognized research and development expense under the agreement of $2,480, $2,172, and $1,181, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. 2017 On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (“TCJA”) that significantly reforms the Internal Revenue Code of 1986, as amended. The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of annual taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); and modifying or repealing many business deductions and credits, including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions generally referred to as “orphan drugs.” The staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of GAAP in situations when a registrant 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 TCJA. The Company finalized its accounting for the income tax effects of the TCJA during 2018, with no adjustment. Income Taxes During the years ended December 31, 2018, 2017, and 2016, the Company recorded no income tax benefits for the net losses incurred or for the research and development tax credits generated in each year due to its uncertainty of realizing a benefit from those items. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2018 2017 2016 Federal statutory income tax rate (21.0 )% (35.0 )% (35.0 )% State taxes, net of federal benefit (6.2 ) (5.2 ) (5.2 ) Permanent differences 1.1 0.3 0.2 Stock-based compensation 5.2 2.6 2.4 Research and development tax credits (13.7 ) (0.9 ) (1.2 ) Increase in deferred tax asset valuation allowance 34.5 18.6 38.8 Other 0.1 — — Change in statuatory tax rate — 19.6 — Effective income tax rate — % — % — % Net deferred tax assets consisted of the following: December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 5,240 $ 5,618 Research and development tax credit carryforwards 1,945 1,013 Deferred revenue 14,740 21,065 Deferred rent 1,376 1,390 Intangible assets 791 623 Accrued expenses 687 67 Stock-based compensation 1,468 620 Other 73 345 Total deferred tax assets 26,320 30,741 Valuation allowance (18,602 ) (19,956 ) Deferred tax assets 7,718 10,785 Deferred tax liabilities: Depreciation (1,629 ) (1,651 ) Deferred revenue tax accounting method change (6,089 ) (9,134 ) Total deferred tax liabilities (7,718 ) (10,785 ) Net deferred tax assets $ — $ — As of December 31, 2018, the Company had federal and state net operating loss carryforwards of $19,120 and $19,380, respectively, and federal and state research and development tax credit carryforwards of $1,401 and $689, respectively, available to reduce future income tax liabilities. The federal and state net operating loss carryforwards each begin to expire in 2034. The federal and state research and development tax credit carryforwards begin to expire in 2034 and 2030, respectively. Utilization of the Company's net operating loss ("NOL") carryforwards and research and development ("R&D") credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986 ("Section 382") as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership change as defined by Section 382 results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. Since its formation, the Company has raised capital through the issuance of capital stock on several occasions. These financings, combined with the purchasing shareholders' subsequent disposition of those shares, could result in a change of control as defined by Section 382. The Company conducted an analysis under Section 382 to determine if historical changes in ownership through February 1, 2016 would limit or otherwise restrict its ability to utilize its NOL and R&D credit carryforwards. As a result of this analysis, the Company does not believe there are any significant limitations on its ability to utilize these carryforwards. However, future changes in ownership occurring after February 1, 2016 could affect the limitation in future years, and any limitation may result in expiration of a portion of the NOL or R&D credit carryforwards before utilization. As required by the provisions of ASC 740, management considers whether it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Based upon the level of historical U.S. losses, management has determined that it is “more-likely-than-not” that the Company will not utilize the benefits of federal and state deferred tax assets for financial reporting purposes and, as a result, a full valuation allowance has been established at December 31, 2018 and 2017. The valuation allowance decrease primarily relates to the decrease in deferred revenue, and were as follows: Year Ended December 31, 2018 2017 2016 Valuation allowance at beginning of year $ (19,956 ) $ (11,531 ) $ (4,636 ) Increases recorded to income tax provision (5,644 ) (17,302 ) (7,408 ) Decreases recorded as a benefit to income tax provision 6,998 8,877 513 Valuation allowance at end of year $ (18,602 ) $ (19,956 ) $ (11,531 ) The Company had no unrecognized tax benefits or related interest and penalties accrued for the years ended December 31, 2018 and 2017. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company is currently under examination by the Internal Revenue Service ("IRS") for the period ended December 31, 2016. The Company's tax years are still open under statute from 2015 to present. All years may be examined to the extent the tax credit or net operating loss carryforwards are used in future periods. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Lease Agreements In May 2016, the Company entered into an operating lease agreement for its corporate headquarters in Cambridge, Massachusetts, with a ten-year term that expires in February 2027. Rental payments related to the lease commenced in April 2017. In connection with this lease, the Company was entitled to cash incentives from the landlord to be used for the construction of leasehold improvements within the facility. As of December 31, 2018 and 2017, the Company became entitled to $4,803 of such incentives, which were recorded as deferred rent on the consolidated balance sheets and are being amortized to rent expense over the lease term. In May 2018, the Company executed an amendment to lease an additional 33,526 square feet at 50 Hampshire Street in Cambridge, Massachusetts, with a 10-year term. The original lease term was extended to co-terminate with the additional space. The Company will pay annual rent of $71.00 per rentable square foot for the first year, with annual increases of $1.00 per rentable square foot for the remainder of the term. The additional space will be ready for occupancy in 2020. In November 2014, the Company entered into an operating sublease agreement with CoStim Pharmaceuticals, Inc. (“CoStim”), a subsidiary of Novartis, for office and laboratory space that expired in March 2018 (see Note 16). The Company began to sublease this space to a third-party tenant in April 2017. Sublease payments received from the third-party tenant for the year ended December 31, 2018 and 2017, totaled $231 and $305, respectively, and were recorded as a reduction of rent expense. The Company recognizes rent expense on a straight-line basis over the lease period and has recorded deferred rent for rent expense incurred but not yet paid. During the years ended December 31, 2018, 2017, and 2016, the Company recognized total rent expense of $1,649, $1,194, and $449, respectively, related to office and laboratory space under the leases. Future minimum lease payments for the Company’s operating leases as of December 31, 2018 were as follows: Year Ending December 31, 2019 2,546 2020 4,258 2021 5,176 2022 5,292 2023 5,376 Thereafter 37,573 $ 60,221 Manufacturing and Research Agreements The Company has entered into agreements with external contract manufacturing organizations and contract research organizations engaged to manufacture clinical trial materials as well as to conduct discovery research and preclinical development activities. As of December 31, 2018, the Company had committed to minimum payments under these arrangements totaling $6,738, of which $6,368 is due in 2019 and $370 is due in 2020. License Agreements The Company has entered into license agreements with various parties under which it is obligated to make contingent and non-contingent payments (see Note 13). Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not aware of any claims under indemnification arrangements that would have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its financial statements as of December 31, 2018. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Novartis Institutes for BioMedical Research, Inc. Novartis is a related party because it is a principal stockholder of the Company. In January 2016, the Company entered into the Collaboration Agreement (see Note 8) and sold 2,000,000 shares of its Series A-1 preferred stock to Novartis for gross proceeds of $13,500. In addition, concurrent with the Company’s initial public offering of common stock, the Company issued Novartis 766,666 shares of its common stock at $15.00 per share for proceeds of $11,500 in a private placement. During the year ended December 31, 2018, the Company received cash payments totaling $45,000 from Novartis upon the achievement of a specified milestone in February 2018 and recognized $59,417 of collaboration revenue under the Collaboration Agreement. As of December 31, 2018 and 2017, no amounts were due from Novartis. During the twelve months ended December 31, 2018, the Company made a payment of $3,437 to Novartis for the reimbursement of manufacturing costs incurred by Novartis prior to December 31, 2017. During the twelve months ended December 31, 2017 and 2016, the Company made no cash payments to Novartis related to the Collaboration Agreement. Unrelated to the Collaboration Agreement, the Company subleased office and laboratory space from CoStim, a subsidiary of Novartis (see Note 15). Payments made by the Company to CoStim for this sublease during the years ended December 31, 2018, 2017, and 2016 totaled $106, $569, and $557, respectively. As of December 31, 2018, 2017, and 2016, no amounts were due by the Company to CoStim for this sublease. Research Agreement with Vaccinex, Inc. On November 30, 2017, the Company entered into an agreement with Vaccinex, Inc. (“Vaccinex”) whereby Vaccinex will use its technology to assist the Company with identifying and selecting experimental human monoclonal antibodies against targets selected by the Company. The Company’s Chief Executive Officer is a member of the board of directors of Vaccinex. During the year ended December 31, 2018 and 2017, the Company paid Vaccinex an aggregate of $199 and $250 relating to the agreement. The amount of the payment was recognized as research and development expense during the years ended December 31, 2018 and 2017. As of December 31, 2018, $83 was due by the Company to Vaccinex. No amounts were due by the Company to Vaccinex as of December 31, 2017. Note Receivable from Officer In May 2015, an executive officer of the Company entered into a promissory note for $62 payable to Company, which bore interest at a rate of 1.53% per annum and was due and payable in May 2020, unless earlier due upon specified events (see Note 11). In October 2017, the promissory note was repaid in full by the executive officer. |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
401(k) Savings Plan | 17. The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements. The Company matches 50% of employees’ contributions to the 401(k) Plan up to 6% of compensation. The Company’s contributions made under the 401(k) Savings Plan for the years ended December 31, 2018 and 2017, totaled $339 and $207, respectively. The Company made no contributions under the 401(k) Savings Plan during the year ended December 31, 2016. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 18. The following table contains quarterly financial information for 2018 and 2017. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. (In thousands, except share and per share amounts) 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Collaboration revenue - related party $ 45,495 $ 2,428 $ 1,730 $ 9,764 Total operating expenses 14,452 19,011 19,760 15,345 Loss from operations 31,043 (16,583 ) (18,030 ) (5,581 ) Net loss 31,212 (15,852 ) (17,222 ) (4,735 ) Net loss per share attributable to common stockholders—basic $ 1.59 $ (0.73 ) $ (0.62 ) $ (0.17 ) Net loss per share attributable to common stockholders— diluted $ 1.05 $ (0.73 ) $ (0.62 ) $ (0.17 ) 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Collaboration revenue - related party $ 1,672 $ 6,195 $ 2,480 $ 2,479 Total operating expenses 10,226 12,724 16,752 19,114 Loss from operations (8,554 ) (6,529 ) (14,272 ) (16,635 ) Net loss (8,626 ) (6,573 ) (14,405 ) (15,773 ) Net loss per share attributable to common stockholders—basic and diluted $ (3.60 ) $ (2.73 ) $ (5.75 ) $ (6.16 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19 . Collaboration Agreement with Novartis In February 2019, Novartis notified the Company of its decision not to purchase its Option related to IL-27 (see Note 8). Accordingly, as of February 4, 2019, Novartis had one Option remaining eligible for purchase and potential exercise. As a result, the maximum aggregate amount of potential option purchase, option exercise and milestone payments that the Company is entitled to receive under the Collaboration Agreement was reduced from $1,167,500 to $750,000. The decision by Novartis to terminate the IL-27 target under the Collaboration Agreement will result in the Company removing all future costs associated with IL-27 from the estimated total costs in the cost-to-cost model in the first quarter of 2019. This change in the total estimated costs in the cost-to-cost model will result in the Company recognizing revenue of approximately $13,000 in the first quarter of 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary, Surface Securities Corporation, after elimination of all intercompany accounts and transactions. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development expenses, and the valuation of common stock and stock-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from the Company’s estimates. |
Cash Equivalents | Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at the acquisition date to be cash equivalents. Cash equivalents, which consist of money market funds are stated at fair value. |
Marketable Securities | Marketable Securities Marketable securities consist of investments with original maturities greater than 90 days at their acquisition date. The Company has classified its investments with maturities beyond one year as current, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The Company classifies all of its marketable securities as available-for-sale securities. The Company’s marketable securities are measured and reported at fair value using quoted prices in active markets for similar securities. Unrealized gains and losses on available-for-sale debt securities are reported as accumulated other comprehensive loss, which is a separate component of stockholders’ equity (deficit). The cost of debt securities sold is determined on a specific identification basis, and realized gains and losses are included in interest and other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company evaluates its marketable securities with unrealized losses for other-than-temporary impairment. When assessing marketable securities for other-than-temporary declines in value, the Company considers such factors as, among other things, how significant the decline in value is as a percentage of the original cost, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. If any adjustment to fair value reflects a decline in the value of the investment that the Company considers to be “other than temporary,” the Company reduces the investment to fair value through a charge to the statement of operations and comprehensive loss. No such adjustments were necessary during the periods presented. |
Restricted Cash | Restricted Cash At December 31, 2018 and 2017, restricted cash consisted of cash deposited in a separate bank account as collateral for the Company’s facilities lease obligations. At December 31, 2018, $1,198 of restricted cash was classified as non-current. At December 31, 2017, $85 and $1,000 of restricted cash was classified as current and non-current, respectively. |
Concentration of Credit Risk and of Significant Suppliers | Concentration of Credit Risk and of Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents and marketable securities. The Company maintains its cash, cash equivalents, and marketable securities at one accredited financial institution in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is dependent on third-party manufacturers to supply products for research and development activities of its programs, including preclinical testing. These programs could be adversely affected by a significant interruption in the supply of such drug substance products. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described above. The carrying values of the Company’s accounts payable, accrued expenses, and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs (non-current) until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of additional paid-in capital generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statement of operations and comprehensive loss. The Company did not record any deferred offering costs as of December 31, 2018. Deferred offering costs totaled $1,784 at December 31, 2017. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the useful life of the asset. Laboratory equipment is depreciated over five years. Computer equipment and furniture and office equipment are depreciated over three years. Leasehold improvements are amortized over the shorter of the lease term or 10 years. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation and amortization of assets disposed of are removed from the accounts, and any resulting gain or loss is included in loss from operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any impairment losses on long-lived assets. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, using the modified retrospective transition method. Under this method, the Company recognized the cumulative effect of initially adopting ASC Topic 606, as an adjustment to the opening balance of accumulated deficit. Additionally, under this method of adoption, the Company applies the guidance to all incomplete contracts in scope as of the date of initial application. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. In accordance with ASC Topic 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC Topic 606, it performs the following five steps: i. identify the contract(s) with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price iv. allocate the transaction price to the performance obligations within the contract; and v. recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it determines that it is probable it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within the contract to determine whether each promised good or service is a performance obligation. The promised goods or services in the Company’s arrangements typically consist of a license to the Company’s intellectual property and/or research and development services. The Company may provide options to additional items in such arrangements, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer. Performance obligations are promises in a contract to transfer a distinct good or service to the customer that (i) the customer can benefit from on its own or together with other readily available resources, and (ii) is separately identifiable from other promises in the contract. Goods or services that are not individually distinct performance obligations are combined with other promised goods or services until such combined group of promises meet the requirements of a performance obligation. The Company determines transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. At contract inception for arrangements that include variable consideration, the Company estimates the probability and extent of consideration it expects to receive under the contract utilizing either the most likely amount method or expected amount method, whichever best estimates the amount expected to be received. The Company then considers any constraints on the variable consideration and includes in the transaction price variable consideration to the extent it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company then allocates the transaction price to each performance obligation based on the relative standalone selling price and recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) control is transferred to the customer and the performance obligation is satisfied. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company records amounts as accounts receivable when the right to consideration is deemed unconditional. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded for deferred revenue. Amounts received prior to satisfying the revenue recognition criteria are recognized as deferred revenue in the Company’s balance sheet. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, non-current. The Company’s revenue arrangement includes the following: Up-front License Fees: If a license is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from nonrefundable, up-front fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments: At the inception of an agreement that includes research and development milestone payments, the Company evaluates each milestone to determine when and how much of the milestone to include in the transaction price. The Company first estimates the amount of the milestone payment that the Company could receive using either the expected value or the most likely amount approach. The Company primarily uses the most likely amount approach as that approach is generally most predictive for milestone payments with a binary outcome. Then, the Company considers whether any portion of that estimated amount is subject to the variable consideration constraint (that is, whether it is probable that a significant reversal of cumulative revenue would not occur upon resolution of the uncertainty.) The Company updates the estimate of variable consideration included in the transaction price at each reporting date which includes updating the assessment of the likely amount of consideration and the application of the constraint to reflect current facts and circumstances. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company will recognize 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). To date, the Company has not recognized any revenue related to sales-based royalties or milestone payments based on the level of sales. The Company’s revenues have been generated through the Collaboration Agreement with Novartis See Note 8, “Collaboration Agreement with Novartis” for additional details regarding the Company’s collaboration arrangement. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses include salaries, stock-based compensation and benefits of employees, third-party license fees and other operational costs related to the Company’s research and development activities, including allocated facility-related expenses and external costs of outside vendors engaged to conduct both preclinical studies and clinical trials. |
Research Contract Costs and Accruals | Research Contract Costs and Accruals The Company has entered into various research and development contracts with research institutions and other companies. These agreements are generally cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Nonrefundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. |
Patent Costs | Patent Costs All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying statements of operations and comprehensive loss. |
Stock-Based Compensation | Stock-Based Compensation The Company measures all stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues stock options and restricted stock awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company measures stock-based awards granted to non-employee consultants based on the fair value of the award on the date on which the related service is complete. Compensation expense is recognized over the period during which services are rendered by such consultants and non-employees until completed. At the end of each reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s common stock and updated assumption inputs in the Black-Scholes option-pricing model. The Company classifies stock-based compensation expense in its statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated using the Black- Scholes option-pricing model. The Company has historically been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company elects to account for forfeitures as they occur rather than apply an estimated forfeiture rate to share based payment expense. |
Segment Data | Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making decisions. The Company’s singular focus is using its specialized knowledge of the biological pathways critical to the TME for the development of next-generation cancer therapies. All of the Company’s tangible assets are held in the United States, and all collaboration revenue is derived from the Company’s collaboration partner in the United States. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company's tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by analyzing carryback capacity in periods with taxable income, reversal of existing taxable temporary differences and estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive loss in all periods presented was unrealized gains (losses) on marketable securities. |
Net Loss per Share | Net Loss per Share The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding options to purchase common stock or redeemable convertible preferred stock are considered potential dilutive common shares. The Company’s redeemable convertible preferred stock contractually entitled the holders of such shares to participate in dividends but contractually did not require the holders of such stock to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements I n May 2014, the Financial Accounting Standards Board ( FAS ) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations , which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which clarifies how a company identifies promised goods or services and clarifies whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients related to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers. In December 2016 the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , which amends certain narrow aspects of the guidance issued in ASU 2014-09 including guidance related to the disclosure of remaining performance obligations and prior-period performance obligations, as well as other amendments to the guidance on loan guarantee fees, contract costs, refund liabilities, advertising costs and the clarification of certain examples. ASU 2016-08, ASU 2016-10 and ASU 2016-12 have the same effective dates and transition requirements as ASU 2014-09, all of which collectively are herein referred to as Revenue ASUs. The Company adopted the Revenue ASUs effective January 1, 2018 using the modified retrospective method. Under the modified retrospective method, the cumulative effect of adopting the Revenue ASUs is recognized as an adjustment to deferred revenue and accumulated deficit. Under ASC 606, the Company will recognize revenue from its collaboration agreement with Novartis (see Note 8) earlier during the performance period as a result of applying the cost-to-cost method, in contrast to recognizing revenue on a straight-line basis over the estimated ten-year performance period under the previous standard. The following reflects the impact of the cumulative effect of the accounting changes upon the adoption of the Revenue ASUs (in thousands): Consolidated Balance Sheets December 31, 2017 Cumulative Effect January 1, 2018 Deferred revenue - related party, current and net of current portions $ 82,105 $ (13,736 ) $ 68,369 Accumulated deficit (73,945 ) 13,736 (60,209 ) December 31, 2018 Under Topic 606 Under Topic 605 Effect of Change Deferred revenue - related party $ 14,610 $ 14,421 $ 189 Deferred revenue, net of current portion - related party 39,342 84,195 (44,853 ) Accumulated deficit (66,806 ) (97,734 ) 30,928 Consolidated Statements of Operations and Comprehensive Loss Year Ended December 31, 2018 Under Topic 606 Under Topic 605 Effect of Change Collaboration revenue - related party $ 59,417 $ 28,489 $ 30,928 Loss from operations $ (9,151 ) (40,079 ) 30,928 Net loss $ (6,597 ) (37,525 ) 30,928 Comprehensive loss $ (6,470 ) (37,398 ) 30,928 Condensed Consolidated Statements of Cash Flows Year Ended December 31, 2018 Under Topic 606 Under Topic 605 Effect of Change Net loss $ (6,597 ) $ (37,525 ) $ 30,928 Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Deferred revenue - related party (14,417 ) 16,511 (30,928 ) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) As of December 31, 2018 2017 2016 Cash and cash equivalents $ 82,912 $ 22,455 $ 9,995 Restricted cash included in current assets — 85 — Restricted cash included in non-current assets 1,198 1,000 1,085 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 84,110 $ 23,540 $ 11,080 In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases “Codification Improvements to Topic 842, Leases” The Company adopted the standard on the effective date of January 1, 2019 by applying the new lease requirements at the effective date. The Company also elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allows the Company to carry forward the historical lease classification. The Company expects the standard to have an impact of approximately $17.0 million on its assets and $22.0 million on its liability for the recognition of right-of-use-assets and lease liabilities, which are primarily related to the lease of the Company’s corporate headquarters in Cambridge, Massachusetts. The Company does not expect the standard to have a material impact on its results of operations or cash flows. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging—(Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The new standard simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The new standard will be effective beginning January 1, 2019 and early adoption is permitted. The Company does not expect the impact that the adoption of ASU 2018-07 to be material. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, (“ASU 2018-13”). In June 2016, the FASB issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Impact of Cumulative Effect of Accounting Changes Upon Adoption of the Revenue ASUs | The Company adopted the Revenue ASUs effective January 1, 2018 using the modified retrospective method. Under the modified retrospective method, the cumulative effect of adopting the Revenue ASUs is recognized as an adjustment to deferred revenue and accumulated deficit. Under ASC 606, the Company will recognize revenue from its collaboration agreement with Novartis (see Note 8) earlier during the performance period as a result of applying the cost-to-cost method, in contrast to recognizing revenue on a straight-line basis over the estimated ten-year performance period under the previous standard. The following reflects the impact of the cumulative effect of the accounting changes upon the adoption of the Revenue ASUs (in thousands): Consolidated Balance Sheets December 31, 2017 Cumulative Effect January 1, 2018 Deferred revenue - related party, current and net of current portions $ 82,105 $ (13,736 ) $ 68,369 Accumulated deficit (73,945 ) 13,736 (60,209 ) December 31, 2018 Under Topic 606 Under Topic 605 Effect of Change Deferred revenue - related party $ 14,610 $ 14,421 $ 189 Deferred revenue, net of current portion - related party 39,342 84,195 (44,853 ) Accumulated deficit (66,806 ) (97,734 ) 30,928 Consolidated Statements of Operations and Comprehensive Loss Year Ended December 31, 2018 Under Topic 606 Under Topic 605 Effect of Change Collaboration revenue - related party $ 59,417 $ 28,489 $ 30,928 Loss from operations $ (9,151 ) (40,079 ) 30,928 Net loss $ (6,597 ) (37,525 ) 30,928 Comprehensive loss $ (6,470 ) (37,398 ) 30,928 Condensed Consolidated Statements of Cash Flows Year Ended December 31, 2018 Under Topic 606 Under Topic 605 Effect of Change Net loss $ (6,597 ) $ (37,525 ) $ 30,928 Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Deferred revenue - related party (14,417 ) 16,511 (30,928 ) As of December 31, 2018 2017 2016 Cash and cash equivalents $ 82,912 $ 22,455 $ 9,995 Restricted cash included in current assets — 85 — Restricted cash included in non-current assets 1,198 1,000 1,085 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 84,110 $ 23,540 $ 11,080 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Marketable Securities [Abstract] | |
Summary of Fair Value of Available-for-sale Marketable Debt Securities by Type of Security | As of December 31, 2018, the fair value of available-for-sale marketable debt securities by type of security was as follows: December 31, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities: U.S. Treasury notes $ 62,866 $ — $ (24 ) $ 62,842 U.S. Government agency bonds 2,900 — (15 ) 2,885 Corporate bonds 10,276 — (80 ) 10,196 $ 76,042 $ — $ (119 ) $ 75,923 As of December 31, 2017, the fair value of available-for-sale marketable securities by type of security was as follows: December 31, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Marketable debt securities: U.S. government agency bonds $ 7,300 $ — $ (38 ) $ 7,262 Corporate bonds 33,800 — (208 ) $ 33,592 $ 41,100 $ — $ (246 ) $ 40,854 |
Summary of Available-for-sale Debt Securities by Contractual Maturity | The amortized cost and fair value of the Company’s available-for-sale securities by contractual maturity are summarized as follows: December 31, 2018 Amortized Cost Fair Value Maturing in one year or less $ 76,042 $ 75,923 $ 76,042 $ 75,923 The amortized cost and fair value of the Company’s available-for-sale securities by contractual maturity are summarized as follows: December 31, 2017 Amortized Cost Fair Value Maturing in one year or less $ 27,769 $ 27,672 Maturing after one year but less than two years 13,331 13,182 $ 41,100 $ 40,854 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value on Recurring Basis | The following tables present information about the Company’s financial assets that are measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of December 31, 2018 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 77,737 $ — $ — $ 77,737 Marketable securities: U.S. Treasury notes — 62,842 — $ 62,842 U.S. Government agency bonds — 2,885 — $ 2,885 Corporate bonds — 10,196 — $ 10,196 $ 77,737 $ 75,923 $ — $ 153,660 Fair Value Measurements as of December 31, 2017 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 17,409 $ — $ — $ 17,409 Marketable securities: U.S. government agency bonds — 7,262 — 7,262 Corporate bonds — 33,592 — 33,592 $ 17,409 $ 40,854 $ — $ 58,263 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment Net | Property and equipment, net consisted of the following: Year Ended December 31, 2018 2017 Laboratory equipment $ 2,970 $ 2,469 Leasehold improvements 6,531 5,472 Computer equipment 305 133 Furniture and office equipment 1,074 646 Construction in progress 79 13 10,959 8,733 Less: Accumulated depreciation and amortization (2,733 ) (1,407 ) $ 8,226 $ 7,326 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: Year Ended December 31, 2018 2017 Prepaid income taxes $ 923 $ 6,657 Prepaid expenses 4,520 1,005 Interest receivable on marketable securities 323 274 $ 5,766 $ 7,936 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: Year Ended December 31, 2018 2017 Accrued external research and development costs $ 5,011 $ 3,005 Amounts due to related party — 3,437 Accrued payroll and payroll-related costs 2,618 1,955 Accrued professional fees 634 874 Other 540 572 $ 8,803 $ 9,843 |
Collaboration Agreement with _2
Collaboration Agreement with Novartis (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Collaboration Revenue Related Party | For the years ended December 31, 2018, 2017, and 2016, the Company recognized the following totals of collaboration revenue – related party: Year Ended December 31, 2018 2017 2016 Collaboration revenue - related party $ 59,417 $ 12,826 $ 6,632 |
Summary of Changes in Contract Liabilities | The following table presents changes in the Company’s contract liabilities during the twelve months ended December 31, 2018 (in thousands): December 31, 2017 Additions Deductions December 31, 2018 Contract Liabilities (1) Total deferred revenue - related party $ 82,105 45,000 $ (73,153 ) $ 53,952 (1) Additions to contract liabilities relate to consideration from Novartis during the reporting period. Deductions to contract liabilities relate to deferred revenue recognized as revenue during the reporting period and cumulative catch-up adjustment recognized upon adoption of ASC 606 on January 1, 2018. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Summary of Shares of Common Stock Reserved for Future Issuance | The Company has reserved for future issuance the following number of shares of common stock: As of December 31, 2018 2017 Options to purchase common stock 4,414,225 3,106,891 Shares available for future grant 1,412,159 733,060 2018 Employee Stock Purchase Plan 256,818 — Conversion of preferred stock — 16,863,624 Total reserved 6,083,202 20,703,575 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Assumptions used to Determine Fair Value of Stock Options Granted to Employees and Directors | The assumptions that the Company used to determine the fair value of the stock options granted to employees and directors were as follows, presented on a weighted average basis: Year Ended December 31, 2018 2017 2016 Risk-free interest rate 2.67 % 2.04 % 1.73 % Expected term (in years) 6.18 6.25 6.25 Expected volatility 72.70 % 78.60 % 76.39 % Expected dividend yield 0.0 % 0.0 % 0.0 % |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the year ended December 31, 2018: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding as of December 31, 2017 3,106,891 $ 3.68 8.69 $ 14,361 Granted 1,794,198 11.25 Exercised (272,895 ) 1.71 Forfeited (213,969 ) 5.47 Outstanding as of December 31, 2018 4,414,225 $ 6.79 8.29 $ 2,031 Options exercisable at December 31, 2018 1,751,546 $ 4.51 7.59 $ 1,743 Vested and expected to vest at December 31, 2018 4,414,225 $ 6.79 8.29 $ 2,031 |
Summary of Restricted Stock Activity | The following table summarizes the Company’s restricted stock activity for the year ended December 31, 2018: Number of Shares Weighted Average Grant-Date Fair Value Unvested restricted common stock as of December 31, 2017 84,666 $ 0.42 Issued — Vested (67,731 ) 0.44 Forfeited and repurchased (16,935 ) Unvested restricted common stock as of December 31, 2018 — $ — |
Summary of Stock-Based Compensation Expense Related to Stock Options and Restricted Stock Awards | The Company recorded stock-based compensation expense related to stock options and restricted stock awards in the following expense categories of its statements of operations and comprehensive loss: Year Ended December 31, 2018 2017 2016 Research and development expenses $ 2,557 $ 1,917 $ 852 General and administrative expenses 2,660 2,792 493 $ 5,217 $ 4,709 $ 1,345 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Year Ended December 31, 2018 2017 2016 Basic and diluted net loss per share attributable to common stockholders: Numerator: Net loss $ (6,597 ) $ (45,377 ) $ (17,453 ) Accretion of redeemable convertible preferred stock to redemption value (11 ) (40 ) (41 ) Net loss attributable to common stockholders $ (6,608 ) $ (45,417 ) $ (17,494 ) Denominator: Weighted average commons shares outstanding—basic and diluted 19,990,773 2,474,800 2,393,909 Net loss per share attributable to common stockholders—basic and diluted $ (0.33 ) $ (18.35 ) $ (7.31 ) |
Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders | The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2018 2017 Redeemable convertible preferred stock (as converted to common stock) — 16,863,624 Outstanding options to purchase common stock 4,414,225 3,106,891 Unvested Restricted Stock — 84,666 4,414,225 20,055,181 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Effective Income Tax Rate | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2018 2017 2016 Federal statutory income tax rate (21.0 )% (35.0 )% (35.0 )% State taxes, net of federal benefit (6.2 ) (5.2 ) (5.2 ) Permanent differences 1.1 0.3 0.2 Stock-based compensation 5.2 2.6 2.4 Research and development tax credits (13.7 ) (0.9 ) (1.2 ) Increase in deferred tax asset valuation allowance 34.5 18.6 38.8 Other 0.1 — — Change in statuatory tax rate — 19.6 — Effective income tax rate — % — % — % |
Schedule of Net Deferred Tax Assets | Net deferred tax assets consisted of the following: December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 5,240 $ 5,618 Research and development tax credit carryforwards 1,945 1,013 Deferred revenue 14,740 21,065 Deferred rent 1,376 1,390 Intangible assets 791 623 Accrued expenses 687 67 Stock-based compensation 1,468 620 Other 73 345 Total deferred tax assets 26,320 30,741 Valuation allowance (18,602 ) (19,956 ) Deferred tax assets 7,718 10,785 Deferred tax liabilities: Depreciation (1,629 ) (1,651 ) Deferred revenue tax accounting method change (6,089 ) (9,134 ) Total deferred tax liabilities (7,718 ) (10,785 ) Net deferred tax assets $ — $ — |
Summary of Changes in Valuation Allowance for Deferred Tax Assets | The valuation allowance decrease primarily relates to the decrease in deferred revenue, and were as follows Year Ended December 31, 2018 2017 2016 Valuation allowance at beginning of year $ (19,956 ) $ (11,531 ) $ (4,636 ) Increases recorded to income tax provision (5,644 ) (17,302 ) (7,408 ) Decreases recorded as a benefit to income tax provision 6,998 8,877 513 Valuation allowance at end of year $ (18,602 ) $ (19,956 ) $ (11,531 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments for the Company’s operating leases as of December 31, 2018 were as follows: Year Ending December 31, 2019 2,546 2020 4,258 2021 5,176 2022 5,292 2023 5,376 Thereafter 37,573 $ 60,221 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Information | The following table contains quarterly financial information for 2018 and 2017. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. (In thousands, except share and per share amounts) 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Collaboration revenue - related party $ 45,495 $ 2,428 $ 1,730 $ 9,764 Total operating expenses 14,452 19,011 19,760 15,345 Loss from operations 31,043 (16,583 ) (18,030 ) (5,581 ) Net loss 31,212 (15,852 ) (17,222 ) (4,735 ) Net loss per share attributable to common stockholders—basic $ 1.59 $ (0.73 ) $ (0.62 ) $ (0.17 ) Net loss per share attributable to common stockholders— diluted $ 1.05 $ (0.73 ) $ (0.62 ) $ (0.17 ) 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Collaboration revenue - related party $ 1,672 $ 6,195 $ 2,480 $ 2,479 Total operating expenses 10,226 12,724 16,752 19,114 Loss from operations (8,554 ) (6,529 ) (14,272 ) (16,635 ) Net loss (8,626 ) (6,573 ) (14,405 ) (15,773 ) Net loss per share attributable to common stockholders—basic and diluted $ (3.60 ) $ (2.73 ) $ (5.75 ) $ (6.16 ) |
Nature of the Business - Additi
Nature of the Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Apr. 23, 2018USD ($)$ / sharesshares | Apr. 06, 2018 | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Class Of Stock [Line Items] | |||||||||||||
State of incorporation | State of Delaware | ||||||||||||
Convertible preferred stock converted into common stock | shares | 16,863,624 | ||||||||||||
Net loss | $ | $ (4,735) | $ (17,222) | $ (15,852) | $ 31,212 | $ (15,773) | $ (14,405) | $ (6,573) | $ (8,626) | $ (6,597) | $ (45,377) | $ (17,453) | ||
Accumulated deficit | $ | 66,806 | $ 73,945 | $ 66,806 | $ 73,945 | |||||||||
Operating expenses and capital expenditure requirements | 12 months | ||||||||||||
Cash, cash equivalents and marketable securities | $ | $ 158,835 | $ 158,835 | |||||||||||
Series A and A-1 Redeemable Convertible Preferred Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Convertible preferred stock converted into common stock | shares | 16,863,624 | ||||||||||||
Initial Public Offering | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Issuance of common stock (in shares) | shares | 7,200,000 | ||||||||||||
Shares issued, price per share | $ / shares | $ 15 | ||||||||||||
Gross proceeds from issuance of common stock | $ | $ 108,000 | ||||||||||||
Net proceeds from issuance of common stock | $ | $ 97,209 | ||||||||||||
Private Placement | Novartis Institutes for Biomedical Research, Inc. | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Issuance of common stock (in shares) | shares | 766,666 | ||||||||||||
Shares issued, price per share | $ / shares | $ 15 | ||||||||||||
Net proceeds from issuance of common stock | $ | $ 11,500 | ||||||||||||
Common Stock | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Reverse stock split, conversion ratio | 0.4545 | ||||||||||||
Common Stock | Initial Public Offering | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Issuance of common stock (in shares) | shares | 7,200,000 | ||||||||||||
Common Stock | Private Placement | Novartis Institutes for Biomedical Research, Inc. | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Issuance of common stock (in shares) | shares | 766,666 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($)FinancialInstitutionSegment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Maximum maturity period of short-term, highly liquid investments for qualifying cash equivalents | 90 days | ||
Minimum maturity period of investments for qualifying marketable securities | 90 days | ||
Restricted cash, non-current | $ 1,198,000 | $ 1,000,000 | $ 1,085,000 |
Restricted cash, current | 85,000 | ||
Number of accredited financial institution where cash, cash equivalents and marketable securities maintained | FinancialInstitution | 1 | ||
Deferred offering costs | $ 0 | $ 1,784,000 | |
Impairment losses on long-lived assets | $ 0 | ||
Number of operating segments | Segment | 1 | ||
Operating lease, right-of-use asset | $ 17,000,000 | ||
Operating lease, right-of-use liabilities | $ 22,000,000 | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of likelihood of tax benefit being realized | 50.00% | ||
Laboratory Equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment depreciated or amortized over useful life | 5 years | ||
Computer Equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment depreciated or amortized over useful life | 3 years | ||
Furniture and Office Equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment depreciated or amortized over useful life | 3 years | ||
Leasehold Improvements | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Description of property and equipment depreciated or amortized over useful life | Leasehold improvements are amortized over the shorter of the lease term or 10 years. | ||
Leasehold Improvements | Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property and equipment depreciated or amortized over useful life | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Impact of Cumulative Effect of Accounting Changes Upon Adoption of the Revenue ASUs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Deferred revenue - related party, current and net of current portions | $ 53,952 | $ 82,105 | $ 53,952 | $ 82,105 | ||||||||
Accumulated deficit | (66,806) | (73,945) | (66,806) | (73,945) | ||||||||
Deferred revenue - related party | 14,610 | 9,837 | 14,610 | 9,837 | ||||||||
Deferred revenue, net of current portion - related party | 39,342 | 72,268 | 39,342 | 72,268 | ||||||||
Collaboration revenue - related party | 59,417 | |||||||||||
Loss from operations | (5,581) | $ (18,030) | $ (16,583) | $ 31,043 | (16,635) | $ (14,272) | $ (6,529) | $ (8,554) | (9,151) | (45,990) | $ (18,004) | |
Net loss | (4,735) | $ (17,222) | $ (15,852) | $ 31,212 | $ (15,773) | $ (14,405) | $ (6,573) | $ (8,626) | (6,597) | (45,377) | (17,453) | |
Comprehensive loss | (6,470) | (45,270) | (17,806) | |||||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
Deferred revenue - related party | (14,417) | $ 17,174 | $ 64,931 | |||||||||
ASU 2014-09 | ||||||||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Deferred revenue - related party, current and net of current portions | $ 68,369 | |||||||||||
Accumulated deficit | (60,209) | |||||||||||
Effect of Change | ASU 2014-09 | ||||||||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Deferred revenue - related party, current and net of current portions | (13,736) | |||||||||||
Accumulated deficit | 30,928 | 30,928 | $ 13,736 | |||||||||
Deferred revenue - related party | 189 | 189 | ||||||||||
Deferred revenue, net of current portion - related party | (44,853) | (44,853) | ||||||||||
Collaboration revenue - related party | 30,928 | |||||||||||
Loss from operations | 30,928 | |||||||||||
Net loss | 30,928 | |||||||||||
Comprehensive loss | 30,928 | |||||||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
Deferred revenue - related party | (30,928) | |||||||||||
Under Topic 605 | ASU 2014-09 | ||||||||||||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Accumulated deficit | (97,734) | (97,734) | ||||||||||
Deferred revenue - related party | 14,421 | 14,421 | ||||||||||
Deferred revenue, net of current portion - related party | $ 84,195 | 84,195 | ||||||||||
Collaboration revenue - related party | 28,489 | |||||||||||
Loss from operations | (40,079) | |||||||||||
Net loss | (37,525) | |||||||||||
Comprehensive loss | (37,398) | |||||||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
Deferred revenue - related party | $ 16,511 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash in Statement of Financial Position to Total Amount Reported in Statement of Cash Flows (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 82,912 | $ 22,455 | $ 9,995 |
Restricted cash | 85 | ||
Restricted cash | 1,198 | 1,000 | 1,085 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 84,110 | $ 23,540 | $ 11,080 |
Marketable Securities - Summary
Marketable Securities - Summary of Fair Value of Available-for-sale Marketable Debt Securities by Type of Security (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 76,042 | $ 41,100 |
Gross Unrealized Losses | (119) | (246) |
Fair Value | 75,923 | 40,854 |
Corporate Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 10,276 | 33,800 |
Gross Unrealized Losses | (80) | (208) |
Fair Value | 10,196 | 33,592 |
U.S. Treasury Notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 62,866 | |
Gross Unrealized Losses | (24) | |
Fair Value | 62,842 | |
U.S. Government Agency Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 2,900 | 7,300 |
Gross Unrealized Losses | (15) | (38) |
Fair Value | $ 2,885 | $ 7,262 |
Marketable Securities - Summa_2
Marketable Securities - Summary of Fair Value of Available-for-sale Debt Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Available For Sale Securities [Abstract] | ||
Maturing in one year or less, Amortized Cost | $ 76,042 | $ 27,769 |
Maturing after one year but less than two years, Amortized Cost | 13,331 | |
Amortized Cost | 76,042 | 41,100 |
Maturing in one year or less, Fair Value | 75,923 | 27,672 |
Maturing after one year but less than two years, Fair Value | 13,182 | |
Fair Value | $ 75,923 | $ 40,854 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Available For Sale Securities [Abstract] | |||
Gain (losses) on marketable securities | $ 0 | $ (2,000) | $ 13,000 |
Investments in other-than-temporary decline in fair value | 0 | 0 | $ 0 |
Fair value of securities, unrealized loss position for less than twelve months | 62,842,000 | 27,672,000 | |
Fair value of securities, unrealized loss position for more than twelve months | $ 13,081,000 | $ 13,182,000 |
Fair Value of Financial Assets
Fair Value of Financial Assets - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | $ 153,660 | $ 58,263 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 77,737 | 17,409 |
U.S. Treasury Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 62,842 | |
U.S. Government Agency Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 2,885 | 7,262 |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 10,196 | 33,592 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 77,737 | 17,409 |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 77,737 | 17,409 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 75,923 | 40,854 |
Level 2 | U.S. Treasury Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 62,842 | |
Level 2 | U.S. Government Agency Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | 2,885 | 7,262 |
Level 2 | Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured on recurring basis | $ 10,196 | $ 33,592 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets - Additional Information (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Fair value assets transfers between level 1 to level 2 | $ 0 | $ 0 |
Fair value assets transfers between level 2 to level 1 | 0 | 0 |
Fair value assets transfers between level 1 to level 3 | 0 | 0 |
Fair value assets transfers between level 3 to level 1 | 0 | 0 |
Fair value assets transfers between level 2 to level 3 | 0 | 0 |
Fair value assets transfers between level 3 to level 2 | $ 0 | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,959 | $ 8,733 |
Less: Accumulated depreciation and amortization | (2,733) | (1,407) |
Property, plant and equipment, net | 8,226 | 7,326 |
Laboratory Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,970 | 2,469 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,531 | 5,472 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 305 | 133 |
Furniture and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,074 | 646 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 79 | $ 13 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |||
Depreciation and amortization expense | $ 1,347,000 | $ 964,000 | $ 331,000 |
Loss on disposal of property and equipment | $ 14,000 | $ 35,000 | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid income taxes | $ 923 | $ 6,657 |
Prepaid expenses | 4,520 | 1,005 |
Interest receivable on marketable securities | 323 | 274 |
Prepaid expenses and other current assets | $ 5,766 | $ 7,936 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts Payable And Accrued Liabilities Current [Abstract] | ||
Accrued external research and development costs | $ 5,011 | $ 3,005 |
Amounts due to related party | 3,437 | |
Accrued payroll and payroll-related costs | 2,618 | 1,955 |
Accrued professional fees | 634 | 874 |
Other | 540 | 572 |
Accrued expenses and other current liabilities | $ 8,803 | $ 9,843 |
Collaboration Agreement with _3
Collaboration Agreement with Novartis - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Feb. 28, 2018 | Jan. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Jan. 01, 2018 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Preferred stock shares issued to related party | 0 | 0 | |||||
Proceeds from stock issued to related party in priavate placement | $ 11,500,000 | ||||||
Deferred revenue - related party, current and net of current portions | 53,952,000 | $ 82,105,000 | |||||
Deferred revenue, net of current portion - related party | 39,342,000 | 72,268,000 | |||||
Performance obligations satisfied in previous period | 26,568,000 | ||||||
ASU 2014-09 | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue - related party, current and net of current portions | $ 68,369,000 | ||||||
Novartis | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Payment for reimbursement of manufacturing costs incurred | 3,437,000 | 0 | |||||
Novartis Collaboration | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Maximum aggregate amount of potential option purchase, option exercise and milestone payments to be received | $ 5,000,000 | ||||||
Revenue performance obligation | 53,952,000 | ||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Payment for reimbursement of manufacturing costs incurred | 3,437 | 0 | 0 | ||||
Maximum aggregate amount of potential option purchase, option exercise and milestone payments to be received | 0 | 0 | $ 5,000,000 | ||||
Proceeds from collaboration arrangement | 45,000,000 | ||||||
Deferred revenue - related party, current and net of current portions | $ 5,000,000 | ||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | ASU 2014-09 | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Maximum aggregate amount of potential option purchase, option exercise and milestone payments to be received | $ 5,000,000 | ||||||
Proceeds from collaboration arrangement | $ 45,000,000 | ||||||
Revenue recognized under milestone payment | 27,850,000 | ||||||
Deferred revenue, net of current portion - related party | 17,150,000 | ||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Up Front Payment Arrangement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Proceeds from collaboration arrangement | $ 70,000,000 | ||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Option Purchase and Purchase Exercise Payment | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Proceeds from collaboration arrangement | 5,000,000 | ||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Option Purchase and Purchase Exercise Payment | Maximum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Maximum aggregate amount of potential option purchase, option exercise and milestone payments to be received | $ 67,500,000 | ||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Milestone Payment | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Proceeds from collaboration arrangement | 80,000,000 | ||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Milestone Payment | Maximum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Maximum aggregate amount of potential option purchase, option exercise and milestone payments to be received | $ 1,167,500,000 | ||||||
Novartis Collaboration | Series A One Redeemable Convertible Preferred Stock | Novartis Institutes for Biomedical Research, Inc. | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Preferred stock shares issued to related party | 2,000,000 | ||||||
Novartis Collaboration | Private Placement | Novartis Institutes for Biomedical Research, Inc. | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Preferred stock shares issued to related party | 766,666 | ||||||
Share price | $ 15 | ||||||
Proceeds from stock issued to related party in priavate placement | $ 11,500,000 |
Collaboration Agreement with _4
Collaboration Agreement with Novartis - Schedule of Collaboration Revenue Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration revenue - related party | $ 9,764 | $ 1,730 | $ 2,428 | $ 45,495 | $ 2,479 | $ 2,480 | $ 6,195 | $ 1,672 | $ 59,417 | $ 12,826 | $ 6,632 |
ASU 2014-09 | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration revenue - related party | $ 59,417 | $ 12,826 | $ 6,632 |
Collaboration Agreement with _5
Collaboration Agreement with Novartis - Summary of Changes in Contract Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Change In Contract With Customer Asset And Liability [Abstract] | |
Deferred revenue - Beginning balance | $ 82,105 |
Deferred revenue - Additions | 45,000 |
Deferred revenue - Deductions | (73,153) |
Deferred revenue - Ending balance | $ 53,952 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - Additional Information (Details) | 12 Months Ended | ||||||
Dec. 31, 2018USD ($)DirectorInstallmentshares | Apr. 23, 2018shares | Dec. 31, 2017shares | Dec. 31, 2016shares | Jan. 31, 2016$ / shares | Dec. 31, 2015shares | Nov. 30, 2014$ / shares | |
Temporary Equity [Line Items] | |||||||
Redeemable convertible preferred stock ,authorized | 0 | 37,100,000 | |||||
Convertible preferred stock converted into common stock | 16,863,624 | ||||||
Redeemable convertible preferred stock , outstanding | 0 | 37,100,000 | |||||
Dividends, declared or paid | $ | $ 0 | ||||||
Redeemable Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Number of directors entitled to be elected | Director | 4 | ||||||
Dividends, declared or paid | $ | $ 0 | ||||||
Minimum percentage of shareholders written notice to trigger conversion | 61.00% | ||||||
Temporary Equity liquidation percentage of voting power | Unless the holders of at least 61% of the then outstanding shares of the Redeemable Convertible Preferred Stock, voting together as a single class on an as-converted to common stock basis, elect otherwise, a Deemed Liquidation Event includes a merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) or a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company. | ||||||
Preferred stock, redemption date | Jan. 8, 2020 | ||||||
Preferred stock, number of equal annual installments for redemption. | Installment | 3 | ||||||
Series A Redeemable Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Shares issued, price per share | $ / shares | $ 1 | ||||||
Series A Redeemable Convertible Preferred Stock | Minimum | |||||||
Temporary Equity [Line Items] | |||||||
Percentage of preferred stock for conversion | 300.00% | ||||||
Series A Redeemable Convertible Preferred Stock | Maximum | |||||||
Temporary Equity [Line Items] | |||||||
Proceeds in preferred stock, net of underwriting discounts and commission for conversion | $ | $ 35,000,000 | ||||||
Series A One Redeemable Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Shares issued, price per share | $ / shares | $ 6.75 | ||||||
Series A and A-1 Redeemable Convertible Preferred Stock | |||||||
Temporary Equity [Line Items] | |||||||
Convertible preferred stock converted into common stock | 16,863,624 | ||||||
Redeemable convertible preferred stock , outstanding | 37,100,000 | 37,100,000 | 22,564,286 | ||||
Preferred stock, conversion basis | 2.2-for-one |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Additional Information (Details) | Apr. 23, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)Vote$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Subsidiary Sale Of Stock [Line Items] | |||
Common stock, authorized | shares | 150,000,000 | 53,000,000 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes entitled by each share of common stock holder | Vote | 1 | ||
Common stock voting rights | Each share of common stock entitles the holder to one vote | ||
Dividends, declared or paid | $ | $ 0 | ||
Total reserved | shares | 6,083,202 | 20,703,575 | |
Initial Public Offering | |||
Subsidiary Sale Of Stock [Line Items] | |||
Issuance of common stock (in shares) | shares | 7,200,000 | ||
Shares issued, price per share | $ / shares | $ 15 | ||
Gross proceeds from issuance of common stock | $ | $ 108,000,000 | ||
Net proceeds from issuance of common stock | $ | $ 97,209,000 | ||
Private Placement | Novartis Institutes for Biomedical Research, Inc. | |||
Subsidiary Sale Of Stock [Line Items] | |||
Issuance of common stock (in shares) | shares | 766,666 | ||
Shares issued, price per share | $ / shares | $ 15 | ||
Net proceeds from issuance of common stock | $ | $ 11,500,000 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Summary of Shares of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Class Of Stock [Line Items] | ||
Total reserved | 6,083,202 | 20,703,575 |
Options to Purchase Common Stock | ||
Class Of Stock [Line Items] | ||
Total reserved | 4,414,225 | 3,106,891 |
Shares Available for Future Grant | ||
Class Of Stock [Line Items] | ||
Total reserved | 1,412,159 | 733,060 |
Conversion of Preferred Stock | ||
Class Of Stock [Line Items] | ||
Total reserved | 16,863,624 | |
2018 Employee Stock Purchase Plan | ||
Class Of Stock [Line Items] | ||
Total reserved | 256,818 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 03, 2018 | Oct. 31, 2017 | May 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 09, 2018 | Mar. 02, 2018 | Feb. 12, 2018 |
2018 Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized stock-based compensation cost | $ 13,993 | ||||||||
Unrecognized stock-based compensation cost, weighted-average period | 2 years 10 months 20 days | ||||||||
Employee Stock Option | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Aggregate fair value of stock options vested | $ 4,493 | $ 2,828 | |||||||
Aggregate intrinsic value of stock options exercised | $ 1,887 | $ 1,876 | $ 46 | ||||||
Employee Stock Option | Non-Employees | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of shares of common stock converted under option plan | 317,957 | 369,645 | |||||||
Restricted Common Stock | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Aggregate intrinsic value of restricted stock awards vested | $ 810 | $ 1,834 | |||||||
Restricted Common Stock | Executive Officer | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based awards vesting period | 4 years | ||||||||
Shares issued during period, shares | 350,073 | ||||||||
Upfront cash payment received, as consideration for shares | $ 62 | ||||||||
Restricted Common Stock | Executive Officer | Promissory Note | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Note received, as consideration for shares | $ 62 | ||||||||
Note received, as consideration for shares, rate of interest | 1.53% | ||||||||
Note received, as consideration for shares, due and payable term | 2020-05 | ||||||||
Note received, as consideration for shares, recourse amount | $ 31 | ||||||||
Note received, as consideration for shares, non-recourse amount | $ 31 | ||||||||
Note received, as consideration for shares, repayment period | 2017-10 | ||||||||
2014 Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of shares of common stock converted under option plan | 4,414,225 | 3,106,891 | |||||||
2014 Plan | Employee Stock Option | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percentage of exercise price per share of stock options to fair market value of share of common stock | 100.00% | ||||||||
Stock options granted expiry period | 10 years | ||||||||
Number of shares of common stock authorized | 4,489,839 | 5,203,730 | 5,089,839 | 4,498,930 | |||||
Number of common stock shares available for further issuance | 733,060 | ||||||||
Weighted average grant-date fair value per share of stock options granted | $ 7.47 | $ 3.72 | |||||||
2018 Stock Option and Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of shares of common stock authorized | 1,545,454 | ||||||||
Percentage of authorized number of shares of common stock outstanding | 4.00% | ||||||||
2018 Stock Option and Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of common stock shares available for further issuance | 1,412,159 | ||||||||
2018 Stock Option and Incentive Plan | 2018 Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of shares of common stock authorized | 256,818 | ||||||||
Percentage of authorized number of shares of common stock outstanding | 1.00% | ||||||||
2014 Plan and 2018 Plan | Employee Stock Option | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted expiry period | 10 years | ||||||||
Stock-based awards vesting period | 4 years |
Stock-Based Awards - Summary of
Stock-Based Awards - Summary of Assumptions used to Determine Fair Value of Stock Options Granted to Employees and Directors (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Risk-free interest rate | 2.67% | 2.04% | 1.73% |
Expected term (in years) | 6 years 2 months 4 days | 6 years 3 months | 6 years 3 months |
Expected volatility | 72.70% | 78.60% | 76.39% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Awards - Summary _2
Stock-Based Awards - Summary of Stock Option Activity (Details) - 2014 Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Outstanding beginning balance | 3,106,891 | |
Number of Shares, Granted | 1,794,198 | |
Number of Shares, Exercised | (272,895) | |
Number of Shares, Forfeited | (213,969) | |
Number of Shares, Outstanding ending balance | 4,414,225 | 3,106,891 |
Number of Shares, Options exercisable at December 31, 2018 | 1,751,546 | |
Number of Shares, Vested and expected to vest at December 31, 2018 | 4,414,225 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 3.68 | |
Weighted Average Exercise Price, Granted | 11.25 | |
Weighted Average Exercise Price, Exercised | 1.71 | |
Weighted Average Exercise Price, Forfeited | 5.47 | |
Weighted Average Exercise Price, Outstanding ending balance | 6.79 | $ 3.68 |
Weighted Average Exercise Price, Options exercisable at December 31, 2018 | 4.51 | |
Weighted Average Exercise Price, Vested and expected to vest at December 31, 2018 | $ 6.79 | |
Weighted Average Remaining Contractual Term (in years), Outstanding | 8 years 3 months 14 days | 8 years 8 months 8 days |
Weighted Average Remaining Contractual Term (in years), Options exercisable | 7 years 7 months 2 days | |
Weighted Average Remaining Contractual Term (in years), Vested and expected to vest | 8 years 3 months 14 days | |
Aggregate Intrinsic Value | $ 2,031 | $ 14,361 |
Aggregate Intrinsic Value, Options exercisable at December 31, 2018 | 1,743 | |
Aggregate Intrinsic Value, Vested and expected to vest at December 31, 2018 | $ 2,031 |
Stock-Based Awards - Summary _3
Stock-Based Awards - Summary of Restricted Stock Activity (Details) - Restricted Common Stock | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Unvested restricted common stock beginning balance | 84,666 |
Number of Shares, Vested | (67,731) |
Number of Shares, Forfeited and repurchased | (16,935) |
Weighted Average Grant-Date Fair Value, Unvested restricted common stock beginning balance | $ / shares | $ 0.42 |
Weighted Average Grant-Date Fair Value, Vested | $ / shares | $ 0.44 |
Stock-Based Awards - Summary _4
Stock-Based Awards - Summary of Stock-Based Compensation Expense Related to Stock Options and Restricted Stock Awards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 5,217 | $ 4,709 | $ 1,345 |
Research and Development Expenses | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 2,557 | 1,917 | 852 |
General and Administrative Expenses | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 2,660 | $ 2,792 | $ 493 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net loss | $ (4,735) | $ (17,222) | $ (15,852) | $ 31,212 | $ (15,773) | $ (14,405) | $ (6,573) | $ (8,626) | $ (6,597) | $ (45,377) | $ (17,453) |
Accretion of redeemable convertible preferred stock to redemption value | (11) | (40) | (41) | ||||||||
Net loss attributable to common stockholders | $ (6,608) | $ (45,417) | $ (17,494) | ||||||||
Denominator: | |||||||||||
Weighted average commons shares outstanding—basic and diluted | 19,990,773 | 2,474,800 | 2,393,909 | ||||||||
Net loss per share attributable to common stockholders—basic and diluted | $ (6.16) | $ (5.75) | $ (2.73) | $ (3.60) | $ (0.33) | $ (18.35) | $ (7.31) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 4,414,225 | 20,055,181 |
Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 16,863,624 | |
Outstanding Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 4,414,225 | 3,106,891 |
Unvested Restricted Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 84,666 |
License Agreements - Additional
License Agreements - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2018USD ($) | Sep. 30, 2015USD ($) | Jul. 31, 2014USD ($) | Apr. 30, 2014USD ($)Trail | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
License Agreements | |||||||
Research and development | $ 52,492,000 | $ 47,783,000 | $ 20,492,000 | ||||
Harbour Antibodies H2L2 BV | |||||||
License Agreements | |||||||
License agreement entered date | Apr. 30, 2014 | ||||||
Number of clinical trails | Trail | 3 | ||||||
License agreement expiration date | 2019-04 | ||||||
Harbour Antibodies H2L2 BV | License Agreements | |||||||
License Agreements | |||||||
Research and development | $ 0 | 0 | 270,000 | ||||
Harbour Antibodies H2L2 BV | Maximum | |||||||
License Agreements | |||||||
License agreement milestone payments | $ 1,035,000 | ||||||
Harbour Antibodies B.V | |||||||
License Agreements | |||||||
License agreement entered date | Sep. 30, 2015 | ||||||
License agreement milestone payments | $ 200,000 | ||||||
License agreement upfront payment | $ 125,000 | ||||||
Harbour Antibodies B.V | License Agreements | |||||||
License Agreements | |||||||
Research and development | $ 203,000 | 10,000 | 60,000 | ||||
Harbour Antibodies B.V | Maximum | |||||||
License Agreements | |||||||
Development and commercial milestones payment upon achievement under license agreement | $ 4,750,000 | ||||||
Adimab LLC | |||||||
License Agreements | |||||||
License agreement entered date | Jul. 31, 2014 | ||||||
License agreement amendment date | 2018-10 | ||||||
Option fee percentage | 65.00% | ||||||
Adimab LLC | License Agreements | |||||||
License Agreements | |||||||
Research and development | $ 2,480,000 | $ 2,172,000 | $ 1,181,000 | ||||
Adimab LLC | Maximum | |||||||
License Agreements | |||||||
License agreement milestone payments | $ 13,000,000 | ||||||
Technical milestones payment | $ 250,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | |||
Federal statutory tax rate | 21.00% | 35.00% | 35.00% |
Operating losses, limitations on use | limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of annual taxable income and elimination of net operating loss carrybacks | ||
Income tax benefits for the net losses incurred | $ 0 | $ 0 | $ 0 |
Income tax benefits for the research and development tax credits | $ 0 | 0 | $ 0 |
Period of measurement for change in ownership | 3 years | ||
Unrecognized tax benefits | $ 0 | 0 | |
Interest and penalties accrued | $ 0 | $ 0 | |
Income tax examination, description | The Company is currently under examination by the Internal Revenue Service ("IRS") for the period ended December 31, 2016. | ||
Minimum | |||
Operating Loss Carryforwards [Line Items] | |||
Percentage increase in the ownership | 50.00% | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax benefits for the net losses incurred | $ 19,120,000 | ||
Net operating loss carryforwards, expiration year | 2,034 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Income tax benefits for the net losses incurred | $ 19,380,000 | ||
Net operating loss carryforwards, expiration year | 2,034 | ||
Research and Development | Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforwards | $ 1,401,000 | ||
Tax credit carryforwards, expiration year | 2,034 | ||
Research and Development | State | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforwards | $ 689,000 | ||
Tax credit carryforwards, expiration year | 2,030 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal statutory income tax rate | (21.00%) | (35.00%) | (35.00%) |
State taxes, net of federal benefit | (6.20%) | (5.20%) | (5.20%) |
Permanent differences | 1.10% | 0.30% | 0.20% |
Stock-based compensation | 5.20% | 2.60% | 2.40% |
Research and development tax credits | (13.70%) | (0.90%) | (1.20%) |
Increase in deferred tax asset valuation allowance | 34.50% | 18.60% | 38.80% |
Other | 0.10% | ||
Change in statuatory tax rate | 19.60% |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||||
Net operating loss carryforwards | $ 5,240 | $ 5,618 | ||
Research and development tax credit carryforwards | 1,945 | 1,013 | ||
Deferred revenue | 14,740 | 21,065 | ||
Deferred rent | 1,376 | 1,390 | ||
Intangible assets | 791 | 623 | ||
Accrued expenses | 687 | 67 | ||
Stock-based compensation | 1,468 | 620 | ||
Other | 73 | 345 | ||
Total deferred tax assets | 26,320 | 30,741 | ||
Valuation allowance | (18,602) | (19,956) | $ (11,531) | $ (4,636) |
Deferred tax assets | 7,718 | 10,785 | ||
Deferred tax liabilities: | ||||
Depreciation | (1,629) | (1,651) | ||
Deferred revenue tax accounting method change | (6,089) | (9,134) | ||
Total deferred tax liabilities | $ (7,718) | $ (10,785) |
Income Taxes - Changes in the V
Income Taxes - Changes in the Valuation Allowance for Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation allowance at beginning of year | $ (19,956) | $ (11,531) | $ (4,636) |
Increases recorded to income tax provision | (5,644) | (17,302) | (7,408) |
Decreases recorded as a benefit to income tax provision | 6,998 | 8,877 | 513 |
Valuation allowance at end of year | $ (18,602) | $ (19,956) | $ (11,531) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 30, 2018USD ($)ft² | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Manufacturing and Research Agreements | ||||
Commitments And Contingencies [Line Items] | ||||
Total minimum payments due | $ 6,738 | |||
Minimum payments due in 2019 | 6,368 | |||
Minimum payments due in 2020 | $ 370 | |||
CoStim Pharmaceuticals, Inc | Office and Laboratory Space | ||||
Commitments And Contingencies [Line Items] | ||||
Operating sublease, expiration period | 2018-03 | |||
Sublease payments received from third-party tenant | $ 231 | $ 305 | ||
Total rent expense | $ 1,649 | 1,194 | $ 449 | |
MASSACHUSETTS | ||||
Commitments And Contingencies [Line Items] | ||||
Lease term | 10 years | |||
Operating lease, expiration period | 2027-02 | |||
Lease commenced period | 2017-04 | |||
Operting lease, incentives | $ 4,803 | $ 4,803 | ||
MASSACHUSETTS | Lease Amendment | ||||
Commitments And Contingencies [Line Items] | ||||
Lease term | 10 years | |||
Lease term, description | In May 2018, the Company executed an amendment to lease an additional 33,526 square feet at 50 Hampshire Street in Cambridge, Massachusetts, with a 10-year term. The original lease term was extended to co-terminate with the additional space. The Company will pay annual rent of $71.00 per rentable square foot for the first year, with annual increases of $1.00 per rentable square foot for the remainder of the term. The additional space will be ready for occupancy in 2020 | |||
Land subject to additional ground leases | ft² | 33,526 | |||
Annual rent | $ 71 | |||
Increase in annual rent | $ 1 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,019 | $ 2,546 |
2,020 | 4,258 |
2,021 | 5,176 |
2,022 | 5,292 |
2,023 | 5,376 |
Thereafter | 37,573 |
Total future minimum payments due | $ 60,221 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Apr. 23, 2018 | Feb. 28, 2018 | Jan. 31, 2016 | May 31, 2015 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | |||||||||||||||
Preferred stock shares issued to related party | 0 | 0 | 0 | 0 | |||||||||||
Proceeds from stock issued to related party in priavate placement | $ 11,500,000 | ||||||||||||||
Collaboration revenue | $ 9,764,000 | $ 1,730,000 | $ 2,428,000 | $ 45,495,000 | $ 2,479,000 | $ 2,480,000 | $ 6,195,000 | $ 1,672,000 | $ 59,417,000 | $ 12,826,000 | $ 6,632,000 | ||||
Type of Revenue [Extensible List] | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | ||||
Novartis Collaboration | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Amounts due from related party | $ 5,000,000 | ||||||||||||||
Novartis Institutes for Biomedical Research, Inc. | Private Placement | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Issuance of common stock (in shares) | 766,666 | ||||||||||||||
Novartis Institutes for Biomedical Research, Inc. | Novartis Collaboration | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Proceeds from collaboration arrangement | $ 45,000,000 | ||||||||||||||
Collaboration revenue | $ 59,417,000 | ||||||||||||||
Type of Revenue [Extensible List] | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | |||||||||||||
Amounts due from related party | $ 0 | $ 0 | $ 0 | $ 0 | 5,000,000 | ||||||||||
Payment for reimbursement of manufacturing costs incurred | 3,437 | 0 | 0 | ||||||||||||
Novartis Institutes for Biomedical Research, Inc. | Novartis Collaboration | Series A One Redeemable Convertible Preferred Stock | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Preferred stock shares issued to related party | 2,000,000 | ||||||||||||||
Gross proceeds from issuance of preference stock | $ 13,500,000 | ||||||||||||||
Novartis Institutes for Biomedical Research, Inc. | Novartis Collaboration | Private Placement | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Preferred stock shares issued to related party | 766,666 | ||||||||||||||
Issuance of common stock (in shares) | 766,666 | ||||||||||||||
Share price | $ 15 | ||||||||||||||
Proceeds from stock issued to related party in priavate placement | $ 11,500,000 | ||||||||||||||
CoStim Pharmaceuticals, Inc | Office and Laboratory Space | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Sublease payment | 106,000 | 569,000 | 557,000 | ||||||||||||
Sublease payments due | 0 | 0 | 0 | 0 | $ 0 | ||||||||||
Vaccinex, Inc. | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to related party | $ 83,000 | $ 0 | 83,000 | 0 | |||||||||||
Vaccinex, Inc. | Research and Development Expenses | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Payments to related party | $ 199,000 | $ 250,000 | |||||||||||||
Executive Officer | Promissory Note | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Note receivable amount | $ 62,000 | ||||||||||||||
Interest rate on note receivable | 1.53% | ||||||||||||||
Note receivable maturity period | 2020-05 | ||||||||||||||
Note receivable repaid year | 2017-10 |
401(K) Savings Plan - Additiona
401(K) Savings Plan - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution savings plan name | 401(k) | ||
Defined Contribution Plan, Sponsor Location [Extensible List] | country:US | ||
Defined Benefit Plan, Tax Status [Extensible List] | us-gaap:QualifiedPlanMember | ||
Employer matching contribution, percent of match | 50.00% | ||
Contributions made under the savings plan | $ 339,000 | $ 207,000 | $ 0 |
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of employees' gross pay | 6.00% |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Collaboration revenue - related party | $ 9,764 | $ 1,730 | $ 2,428 | $ 45,495 | $ 2,479 | $ 2,480 | $ 6,195 | $ 1,672 | $ 59,417 | $ 12,826 | $ 6,632 |
Type of Revenue [Extensible List] | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember |
Total operating expenses | $ 15,345 | $ 19,760 | $ 19,011 | $ 14,452 | $ 19,114 | $ 16,752 | $ 12,724 | $ 10,226 | $ 68,568 | $ 58,816 | $ 24,636 |
Loss from operations | (5,581) | (18,030) | (16,583) | 31,043 | (16,635) | (14,272) | (6,529) | (8,554) | (9,151) | (45,990) | (18,004) |
Net loss | $ (4,735) | $ (17,222) | $ (15,852) | $ 31,212 | $ (15,773) | $ (14,405) | $ (6,573) | $ (8,626) | $ (6,597) | $ (45,377) | $ (17,453) |
Net loss per share attributable to common stockholders—basic | $ (0.17) | $ (0.62) | $ (0.73) | $ 1.59 | |||||||
Net loss per share attributable to common stockholders— diluted | $ (0.17) | $ (0.62) | $ (0.73) | $ 1.05 | |||||||
Net loss per share attributable to common stockholders—basic and diluted | $ (6.16) | $ (5.75) | $ (2.73) | $ (3.60) | $ (0.33) | $ (18.35) | $ (7.31) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Feb. 28, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 04, 2019 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||
Collaboration revenue | $ 9,764,000 | $ 1,730,000 | $ 2,428,000 | $ 45,495,000 | $ 2,479,000 | $ 2,480,000 | $ 6,195,000 | $ 1,672,000 | $ 59,417,000 | $ 12,826,000 | $ 6,632,000 | |||
Type of Revenue [Extensible List] | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | |||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | ||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||
Collaboration revenue | $ 59,417,000 | |||||||||||||
Type of Revenue [Extensible List] | us-gaap:CollaborativeArrangementMember | us-gaap:CollaborativeArrangementMember | ||||||||||||
Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Scenario, Forecast | ||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||
Collaboration revenue | $ 13,000,000 | |||||||||||||
Milestone Payment | Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Maximum | ||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||
Maximum aggregate amount of potential option purchase, option exercise and milestone payments to be received | $ 1,167,500,000 | $ 1,167,500,000 | ||||||||||||
Milestone Payment | Subsequent Event | Novartis Collaboration | Novartis Institutes for Biomedical Research, Inc. | Maximum | ||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||
Maximum aggregate amount of potential option purchase, option exercise and milestone payments to be received | $ 750,000,000 |