Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 27, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-39112 | |
Entity Registrant Name | OYSTER POINT PHARMA, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-1030955 | |
Entity Address, Address Line One | 202 Carnegie Center, Suite 109 | |
Entity Address, Postal Zip Code | 08540 | |
Entity Address, City or Town | Princeton | |
Entity Address, State or Province | NJ | |
Title of 12(b) Security | Common stock, par value $0.001 | |
Trading Symbol | OYST | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Central Index Key | 0001720725 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Local Phone Number | 382-9032 | |
City Area Code | 609 | |
Entity Common Stock, Shares Outstanding | 21,362,538 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 72,278 | $ 5,228 |
Prepaid expenses and other current assets | 4,617 | 390 |
Total current assets | 76,895 | 5,618 |
Restricted cash | 51 | 0 |
Operating lease right-of-use asset | 879 | 66 |
Deferred offering costs | 2,119 | 0 |
Other non-current assets | 132 | 20 |
Total assets | 80,076 | 5,704 |
Current liabilities: | ||
Accounts payable | 1,833 | 462 |
Accrued liabilities | 3,458 | 422 |
Operating lease liability | 288 | 56 |
Total current liabilities | 5,579 | 940 |
Operating lease liability, net of current maturities | 594 | 6 |
Total liabilities | 6,173 | 946 |
Commitments and contingencies (Note 4) | ||
Redeemable convertible preferred stock | 135,853 | 43,001 |
Stockholders’ deficit | ||
Common stock, $0.001 par value per share - 20,121,000 authorized shares at September 30, 2019, and 10,943,000 shares authorized at December 31, 2018; 1,419,257 shares issued and outstanding at September 30, 2019, and 1,411,966 shares issued and outstanding at December 31, 2018 | 1 | 1 |
Additional paid-in-capital | 2,556 | 276 |
Accumulated deficit | (64,507) | (38,520) |
Total stockholders’ deficit | (61,950) | (38,243) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 80,076 | 5,704 |
Series A redeemable convertible preferred stock | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 43,001 | 43,001 |
Series B redeemable convertible preferred stock | ||
Current liabilities: | ||
Redeemable convertible preferred stock | $ 92,852 | $ 0 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Redeemable convertible preferred stock, outstanding (in shares) | 14,193,281 | 7,611,691 |
Common stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock authorized (in shares) | 20,121,000 | 10,943,000 |
Common stock shares issued (in shares) | 1,419,257 | 1,411,966 |
Common stock shares outstanding (in shares) | 1,419,257 | 1,411,966 |
Series A redeemable convertible preferred stock | ||
Par value of redeemable convertible preferred stock (in dollars per share) | $ 0.001 | $ 0.001 |
Shares of redeemable convertible preferred stock authorized (in shares) | 7,611,691 | 7,611,691 |
Shares of redeemable convertible preferred stock issued (in shares) | 7,611,691 | 7,611,691 |
Redeemable convertible preferred stock, outstanding (in shares) | 7,611,691 | 7,611,691 |
Redeemable convertible preferred stock, liquidation preference | $ 43,126,000 | $ 43,126,000 |
Series B redeemable convertible preferred stock | ||
Par value of redeemable convertible preferred stock (in dollars per share) | $ 0.001 | $ 0.001 |
Shares of redeemable convertible preferred stock authorized (in shares) | 6,581,590 | 0 |
Shares of redeemable convertible preferred stock issued (in shares) | 6,581,590 | 0 |
Redeemable convertible preferred stock, outstanding (in shares) | 6,581,590 | 0 |
Redeemable convertible preferred stock, liquidation preference | $ 93,000,000 | $ 0 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating expenses: | ||||
Research and development | $ 8,088 | $ 5,775 | $ 18,594 | $ 10,410 |
General and administrative | 3,809 | 916 | 8,546 | 2,277 |
Total operating expenses | 11,897 | 6,691 | 27,140 | 12,687 |
Loss from operations | (11,897) | (6,691) | (27,140) | (12,687) |
Interest income | 400 | 59 | 1,153 | 195 |
Net loss and comprehensive loss | $ (11,497) | $ (6,632) | $ (25,987) | $ (12,492) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (8.10) | $ (4.70) | $ (18.37) | $ (8.85) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 1,419,029 | 1,411,966 | 1,414,475 | 1,411,966 |
Condensed Statements of Redeema
Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Series B redeemable convertible preferred stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Redeemable convertible preferred stock, shares, beginning balance at Dec. 31, 2017 | 7,611,691 | ||||
Redeemable convertible preferred stock, amount, beginning balance at Dec. 31, 2017 | $ 43,001 | ||||
Redeemable convertible preferred stock, shares, ending balance at Mar. 31, 2018 | 7,611,691 | ||||
Redeemable convertible preferred stock, amount, ending balance at Mar. 31, 2018 | $ 43,001 | ||||
Beginning balance, common stock (in shares) at Dec. 31, 2017 | 1,411,966 | ||||
Beginning balance at Dec. 31, 2017 | (21,894) | $ 1 | $ 122 | $ (22,017) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,935) | (2,935) | |||
Stock-based compensation expense | 30 | 30 | |||
Ending balance at Mar. 31, 2018 | $ (24,799) | $ 1 | 152 | (24,952) | |
Ending balance, common stock (in shares) at Mar. 31, 2018 | 1,411,966 | ||||
Redeemable convertible preferred stock, shares, beginning balance at Dec. 31, 2017 | 7,611,691 | ||||
Redeemable convertible preferred stock, amount, beginning balance at Dec. 31, 2017 | $ 43,001 | ||||
Redeemable convertible preferred stock, shares, ending balance at Sep. 30, 2018 | 7,611,691 | ||||
Redeemable convertible preferred stock, amount, ending balance at Sep. 30, 2018 | $ 43,001 | ||||
Beginning balance, common stock (in shares) at Dec. 31, 2017 | 1,411,966 | ||||
Beginning balance at Dec. 31, 2017 | (21,894) | $ 1 | 122 | (22,017) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (12,492) | ||||
Ending balance at Sep. 30, 2018 | $ (34,275) | $ 1 | 233 | (34,509) | |
Ending balance, common stock (in shares) at Sep. 30, 2018 | 1,411,966 | ||||
Redeemable convertible preferred stock, shares, beginning balance at Mar. 31, 2018 | 7,611,691 | ||||
Redeemable convertible preferred stock, amount, beginning balance at Mar. 31, 2018 | $ 43,001 | ||||
Redeemable convertible preferred stock, shares, ending balance at Jun. 30, 2018 | 7,611,691 | ||||
Redeemable convertible preferred stock, amount, ending balance at Jun. 30, 2018 | $ 43,001 | ||||
Beginning balance, common stock (in shares) at Mar. 31, 2018 | 1,411,966 | ||||
Beginning balance at Mar. 31, 2018 | (24,799) | $ 1 | 152 | (24,952) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,925) | (2,925) | |||
Stock-based compensation expense | 38 | 38 | |||
Ending balance at Jun. 30, 2018 | $ (27,686) | $ 1 | 190 | (27,877) | |
Ending balance, common stock (in shares) at Jun. 30, 2018 | 1,411,966 | ||||
Redeemable convertible preferred stock, shares, ending balance at Sep. 30, 2018 | 7,611,691 | ||||
Redeemable convertible preferred stock, amount, ending balance at Sep. 30, 2018 | $ 43,001 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (6,632) | (6,632) | |||
Stock-based compensation expense | 43 | 43 | |||
Ending balance at Sep. 30, 2018 | $ (34,275) | $ 1 | 233 | (34,509) | |
Ending balance, common stock (in shares) at Sep. 30, 2018 | 1,411,966 | ||||
Redeemable convertible preferred stock, shares, beginning balance at Dec. 31, 2018 | 7,611,691 | 0 | |||
Redeemable convertible preferred stock, amount, beginning balance at Dec. 31, 2018 | $ 43,001 | $ 0 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of Series B redeemable convertible preferred stock, net of issuance costs, shares | 6,015,431 | ||||
Issuance of Series B redeemable convertible preferred stock, net of issuance cost, amount | $ 84,852 | ||||
Redeemable convertible preferred stock, shares, ending balance at Mar. 31, 2019 | 13,627,122 | ||||
Redeemable convertible preferred stock, amount, ending balance at Mar. 31, 2019 | $ 127,853 | ||||
Beginning balance, common stock (in shares) at Dec. 31, 2018 | 1,411,966 | 1,411,966 | |||
Beginning balance at Dec. 31, 2018 | $ (38,243) | $ 1 | 276 | (38,520) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (3,761) | (3,761) | |||
Stock-based compensation expense | 40 | 40 | |||
Ending balance at Mar. 31, 2019 | $ (41,964) | $ 1 | 316 | (42,281) | |
Ending balance, common stock (in shares) at Mar. 31, 2019 | 1,411,966 | ||||
Redeemable convertible preferred stock, shares, beginning balance at Dec. 31, 2018 | 7,611,691 | 0 | |||
Redeemable convertible preferred stock, amount, beginning balance at Dec. 31, 2018 | $ 43,001 | $ 0 | |||
Redeemable convertible preferred stock, shares, ending balance at Sep. 30, 2019 | 14,193,281 | 6,581,590 | |||
Redeemable convertible preferred stock, amount, ending balance at Sep. 30, 2019 | $ 135,853 | $ 92,852 | |||
Beginning balance, common stock (in shares) at Dec. 31, 2018 | 1,411,966 | 1,411,966 | |||
Beginning balance at Dec. 31, 2018 | $ (38,243) | $ 1 | 276 | (38,520) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (25,987) | ||||
Ending balance at Sep. 30, 2019 | $ (61,950) | $ 1 | 2,556 | (64,507) | |
Ending balance, common stock (in shares) at Sep. 30, 2019 | 1,419,257 | 1,419,257 | |||
Redeemable convertible preferred stock, shares, beginning balance at Mar. 31, 2019 | 13,627,122 | ||||
Redeemable convertible preferred stock, amount, beginning balance at Mar. 31, 2019 | $ 127,853 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of Series B redeemable convertible preferred stock, net of issuance costs, shares | 566,159 | ||||
Issuance of Series B redeemable convertible preferred stock, net of issuance cost, amount | $ 8,000 | ||||
Redeemable convertible preferred stock, shares, ending balance at Jun. 30, 2019 | 14,193,281 | ||||
Redeemable convertible preferred stock, amount, ending balance at Jun. 30, 2019 | $ 135,853 | ||||
Beginning balance, common stock (in shares) at Mar. 31, 2019 | 1,411,966 | ||||
Beginning balance at Mar. 31, 2019 | (41,964) | $ 1 | 316 | (42,281) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (10,729) | (10,729) | |||
Issuance of common stock upon exercise of stock options (in shares) | 7,060 | ||||
Issuance of common stock upon exercise of stock options | 7 | 7 | |||
Stock-based compensation expense | 1,175 | 1,175 | |||
Ending balance at Jun. 30, 2019 | $ (51,511) | $ 1 | 1,498 | (53,010) | |
Ending balance, common stock (in shares) at Jun. 30, 2019 | 1,419,026 | ||||
Redeemable convertible preferred stock, shares, ending balance at Sep. 30, 2019 | 14,193,281 | 6,581,590 | |||
Redeemable convertible preferred stock, amount, ending balance at Sep. 30, 2019 | $ 135,853 | $ 92,852 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (11,497) | (11,497) | |||
Issuance of common stock upon exercise of stock options (in shares) | 231 | ||||
Stock-based compensation expense | 1,058 | 1,058 | |||
Ending balance at Sep. 30, 2019 | $ (61,950) | $ 1 | $ 2,556 | $ (64,507) | |
Ending balance, common stock (in shares) at Sep. 30, 2019 | 1,419,257 | 1,419,257 |
Condensed Statements of Redee_2
Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Series B redeemable convertible preferred stock | |
Class of Stock [Line Items] | |
Issuance of Series B redeemable convertible preferred stock, net of issuance costs of $148 | $ 148 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (25,987) | $ (12,492) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 2,273 | 111 |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | (4,227) | (344) |
Other non-current assets | 0 | (20) |
Accounts payable | 1,211 | 758 |
Operating lease right-of-use asset | (813) | (78) |
Operating lease liability | 820 | 77 |
Accrued liabilities | 2,442 | (1,055) |
Net cash used in operating activities | (24,281) | (13,043) |
Cash flows from investing activities | ||
Purchase of property and equipment | (112) | 0 |
Net cash used in investing activities | (112) | 0 |
Cash flows from financing activities | ||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 92,852 | 0 |
Payment of deferred offering costs | (1,365) | 0 |
Proceeds from the issuance of common stock upon exercise of stock options | 7 | 0 |
Net cash provided by financing activities | 91,494 | 0 |
Net increase (decrease) in cash and cash equivalents | 67,101 | (13,043) |
Cash and cash equivalents at the beginning of the period | 5,228 | 22,311 |
Cash, cash equivalents and restricted cash at the end of the period | 72,329 | 9,268 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash, cash equivalents and restricted cash | 5,228 | 22,311 |
Supplemental cash flow information | ||
Right-of-use for office space acquired through operating leases | 897 | 113 |
Supplemental non-cash investing and financing activities | ||
Unpaid deferred offering costs | $ 754 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Description of the Business Oyster Point Pharma, Inc. (the “Company”) was incorporated in the state of Delaware on June 30, 2015. From inception through September 30, 2019, the Company has been primarily engaged in business planning, research, clinical development of its lead therapeutic product candidates, recruiting and raising capital. The Company is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of pharmaceutical therapies to treat ocular surface diseases. The Company’s principal office is located in Princeton, New Jersey. Initial Public Offering On November 4, 2019, the Company completed its initial public offering (IPO) selling 5,750,000 shares of common stock at a price to the public of $16.00 per share which includes 750,000 shares sold upon full exercise of the underwriters’ option to purchase additional shares of common stock. The aggregate net proceeds from the offering, after deducting underwriting discounts and commissions and other offering expenses, were approximately $82.6 million. In addition, upon closing the IPO, all outstanding shares of redeemable convertible preferred stock outstanding converted into an aggregate of 14,193,281 shares of the Company’s common stock. Basis of Presentation The unaudited interim condensed financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Reverse Stock Split In October 2019, the Company’s Board of Directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 2.832861-for-1 reverse stock split of the Company’s common stock and redeemable convertible preferred stock, which was effected on October 18, 2019. The par values of the common stock and redeemable convertible preferred stock were not adjusted as a result of the reverse stock split. Accordingly, all common stock, redeemable convertible preferred stock, stock options, and related per share amounts in these unaudited interim condensed financial statements have been retroactively adjusted for all periods presented to give effect to the reverse stock split. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related the valuation of convertible notes, valuation of derivative instruments, valuation of redeemable convertible preferred stock, valuation of stock awards, income taxes and certain research and development accruals. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates, and such differences could be material to the Company’s financial position and results of operations. Unaudited Interim Condensed Financial Information The accompanying condensed balance sheets as of September 30, 2019, the condensed statements of operations and comprehensive loss, the condensed statements of redeemable convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2019 and 2018 and condensed statements of cash flows for the nine months ended September 30, 2019 and 2018 are unaudited. The unaudited interim condensed financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2019 and the results of its operations for the three and nine months ended September 30, 2019 and 2018 and its cash flows for the nine months ended September 30, 2019 and 2018. The financial data and other information disclosed in these notes related to the nine months ended September 30, 2019 and 2018 are also unaudited. The results for the nine months ended September 30, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019, any other interim periods, or any future year or period. The balance sheet as of December 31, 2018 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim condensed financial statements. The accompanying interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2018, which are included in the Company’s prospectus related to the IPO, filed with the SEC on October 31, 2019 (the "Prospectus"), pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. Substantially all of the Company’s cash is held by one financial institution that management believes is of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company’s cash equivalents are invested in highly rated money market funds. Summary of Significant Accounting Policies There have been no material changes in the Company's accounting policies from those disclosed in the financial statements and the related notes included in the final Prospectus. Deferred Offering Costs The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated at which time such costs are recorded against the gross proceeds of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations and comprehensive loss. Net Loss per Share Attributable to Common Stockholders Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock and common stock options are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities as the redeemable convertible preferred stock is considered a participating security. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) under its accounting standard codifications (“ASC”) or other standard setting bodies and adopted by the Company as of the specified effective date, unless otherwise discussed below. Recently adopted accounting pronouncements In January 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The ASU enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. In February 2018, the FASB issued ASU No. 2018-03, T echnical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . For public business entities, this ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. The Company adopted this ASU effective January 1, 2018. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new ASU, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU update effective January 1, 2018. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases , which provides clarification to ASU No. 2016-02. These ASUs (collectively, the new lease standard) require an entity to recognize a lease liability and an ROU asset on the balance sheet for leases with lease terms of more than twelve months. Lessor accounting is largely unchanged. For public business entities, these ASUs are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements , which allows entities to elect an optional transition method where entities may continue to apply the existing lease guidance during the comparative periods and apply the new lease requirements through a cumulative effect adjustment in the period of adoptions rather than in the earliest period presented. In March 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842): Codification Improvements , which provides clarification on implementation issues associated with adopting ASU No. 2016-02. The Company early adopted the new lease standard using the modified retrospective approach effective January 1, 2018 (the “date of adoption”) and elected the following practical expedients as permitted under Topic 842: (i) elected to account for lease and nonlease components as a single lease component, and (ii) elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward (1) its historical lease classification, (2) its assessment on whether a contract was or contains a lease, and (3) its initial direct costs for leases that existed prior to the date of adoption. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU effective January 1, 2018. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (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 . This ASU simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. Down round features are common in warrants, preferred shares and convertible debt instruments issued by private companies and early-stage public companies. This update requires companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The amendments in Part I should be applied (1) retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the first fiscal year and interim periods; (2) retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented. The Company adopted this ASU effective January 1, 2019. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The ASU permits companies to reclassify disproportionate tax effects in accumulated other comprehensive income (“AOCI”) caused by the Tax Act to retained earnings. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU effective January 1, 2019. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting , which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees and simplifies the accounting for nonemployee share-based payment transactions. The accounting for share-based payments to nonemployees and employees will be substantially aligned because of this update. This ASU specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. This ASU also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. The transition method provided by ASU No. 2018-07 is a modified retrospective basis, which recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, but may take place no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company early adopted this ASU effective January 1, 2018. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. Recently issued accounting pronouncements not yet adopted In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. This ASU removes the requirement to disclose: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this ASU will have on its financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This ASU replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. For SEC filers that are eligible to be smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this ASU will have on its financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company assesses the fair value of financial instruments 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk. As of September 30, 2019, financial assets measured and recognized at fair value were as follows (in thousands): Fair Value Measurements at September 30, 2019 Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Money market funds $ 72,278 $ — $ — $ 72,278 Total fair value of assets $ 72,278 $ — $ — $ 72,278 As of December 31, 2018, financial assets measured and recognized at fair value were as follows (in thousands): Fair Value Measurements at December 31, 2018 Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Money market funds $ 5,228 $ — $ — $ 5,228 Total fair value of assets $ 5,228 $ — $ — $ 5,228 Money market funds are included in cash and cash equivalents on the balance sheets and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. There were no financial liabilities measured and recognized at fair value as of September 30, 2019 and December 31, 2018. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following (in thousands): September 30, 2019 December 31, 2018 Accrued compensation $ 593 $ 367 Accrued professional services 2,833 35 Accrued other liabilities 32 20 Total $ 3,458 $ 422 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Asset Purchase of OC-02 In October 2016, the Company entered into an asset purchase agreement pursuant to which the Company acquired the compound OC-02. The agreement provides for milestone payments of up to $37.0 million upon achievement of certain milestone events.The agreement also provides for royalty payments in the mid-single digit percentage on covered product net worldwide sales. The Company’s obligation to pay royalties will terminate at the latter of patent expiration in each country or ten years. In addition, the Company is required to pay 15% of any (i) licensing revenue received that is related to OC-02 and (ii) revenue received from the sale of OC-02, up to a maximum aggregate amount of $10.0 million. License Agreement On October 18, 2019, the Company entered into a non-exclusive patent license agreement (the License Agreement) with Pfizer, which granted the Company non-exclusive rights under Pfizer’s patent rights covering varenicline tartrate to develop, manufacture, and commercialize the OC-01 varenicline product. Under the terms of the agreement, the Company made an upfront payment to Pfizer of $5 million. If the Company successfully commercializes OC-01, it may be required to pay a single milestone payment in the very low double-digit millions and tiered royalties on net sales of OC-01 at percentages ranging from the mid-single digits to the mid-teens. The royalty obligation to Pfizer will commence upon the first commercial sale of OC-01 and will expire upon the later of (a) the expiration of all regulatory or data exclusivity granted to Pfizer in connection with varenicline in the United States; and (b) the expiration or abandonment of the last valid claims of the licensed patents. Operating Lease Obligations In January 2018, the Company entered a lease for office space under a non-cancelable operating lease with an expiration date of March 15, 2020, in Princeton, New Jersey. Rent expense is recorded on a straight-line basis over the term of the lease. The total lease payment over the life of the lease is $0.1 million. The remaining lease term was 0.4 years as of September 30, 2019. In April 2019, the Company entered a lease for office space under a non-cancelable operating lease in Princeton, New Jersey, commencing on July 1, 2019, for a period of three years from the commencement date. Rent expense is recorded on a straight-line basis over the term of the lease. The total lease payment over the life of the lease is $0.9 million. The remaining lease term was 2.8 years as of September 30, 2019. At the commencement date, the Company determined the amounts of the lease liability using a discount rate of 9%, which management determined represents the Company’s incremental borrowing rate. Lease expense was $0.1 million and less than $0.1 million for the nine months ended September 30, 2019 and September 30, 2018, respectively. Cash paid for amounts included in the measurement of the lease liability was $0.1 million and less than $0.1 million for the nine months ended September 30, 2019 and September 30, 2018, respectively, and was included in cash flows from operating activities in the statements of cash flows. The remaining lease term was 0.5 years as of September 30, 2019 and 1.3 years as of December 31, 2018. The maturities of the lease liabilities under non-cancelable operating leases are as follows (in thousands): As of December 31, 2018 Amount 2019 $ 59 2020 7 Total undiscounted cash flows 66 Less: imputed interest (4) Total operating lease liability 62 Less: current portion (56) Operating lease liability $ 6 As of September 30, 2019 Amount 2019 (reminder) $ 92 2020 319 2021 316 2022 186 Total undiscounted cash flows 913 Less: imputed interest (31) Total operating lease liability 882 Less: current portion (288) Operating lease liability $ 594 Contingencies and Indemnifications From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications, including for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company has agreed to indemnify its directors and officers for certain events or occurrences while the director or officer is, or was serving, at the Company’s request in such capacity. The indemnification period covers all pertinent events and occurrences during the director’s or officer’s service. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not specified in the agreements; however, the Company has director and officer insurance coverage that reduces its exposure and enables the Company to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company did not record a federal or state income tax provision or benefit for the three and nine months ended September 30, 2019 and September 30, 2018 as it has incurred net losses since inception. In addition, the net deferred tax assets generated from net operating losses are fully offset by a valuation allowance as the Company believes it is not more likely than not that the benefit will be realized. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue two classes of shares: preferred and common stock. Under the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 14,193,281 shares of redeemable convertible preferred stock at a par value of $0.001 as of September 30, 2019 and December 31, 2018. Issued and outstanding redeemable convertible preferred stock and its principal terms as of December 31, 2018 were as follows (in thousands, except share and per share amounts): Redeemable Convertible Preferred Stock Liquidation Carrying Original Authorized Outstanding Series A redeemable convertible preferred stock 7,611,691 7,611,691 $ 43,126 $ 43,001 $ 5.67 On February 15, 2019, the Company executed the Series B Preferred Stock Purchase Agreement to sell up to 6,581,590 shares of Series B redeemable convertible preferred stock. Issued and outstanding redeemable convertible preferred stock and its principal terms as of September 30, 2019 were as follows (in thousands, except share and per share amounts): Redeemable Convertible Preferred Stock Liquidation Value Carrying Amount Original Issue Price Authorized Outstanding Series A redeemable convertible preferred stock 7,611,691 7,611,691 $ 43,126 $ 43,001 $ 5.67 Series B redeemable convertible preferred stock 6,581,590 6,581,590 93,000 92,852 $ 14.13 14,193,281 14,193,281 $ 136,126 $ 135,853 Upon the closing of the IPO, all outstanding shares of convertible preferred stock converted into an aggregate of 14,193,281 shares of the Company’s common stock. Redemption and Balance Sheet Classification The redeemable convertible preferred stock is recorded within mezzanine equity because while it is not mandatorily redeemable, it will become redeemable at the option of the stockholders upon the occurrence of certain deemed liquidation events that are considered not solely within the Company’s control. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Common Stock | Common Stock As of September 30, 2019 and December 31, 2018 the Company’s amended and restated certificate of incorporation authorized the Company to issue 20,121,000 and 10,943,000 shares of common stock, respectively, at a par value of $0.001 per share. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s board of directors, subject to prior rights of the preferred stockholders. As of September 30, 2019 and December 31, 2018, no dividends have been declared to date. The Company had reserved common stock, on an as-converted basis, for future issuance as follows: September 30, 2019 December 31, 2018 Conversion of Series A redeemable convertible preferred stock 7,611,691 7,611,691 Conversion of Series B redeemable convertible preferred stock 6,581,590 — Outstanding options under the 2016 Plan 2,559,935 1,376,084 Issuance of options under the 2016 Plan 186,648 216,333 Total 16,939,864 9,204,108 |
Stock Option Plan
Stock Option Plan | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Plan | Stock Option Plan In 2016, the Company established its 2016 Equity Incentive Plan (the “Plan”) which provides for the granting of stock options to employees and consultants of the Company. Options granted under the Plan may be either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees and consultants. The exercise price of an ISO and NSO shall not be less than 100% of the estimated fair value of the shares on the date of grant, as determined by the board of directors. The exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant, as determined by the board of directors. To date, outstanding options have a term of 10 years and generally vest monthly over a four Activity under the Company’s stock option plan is set forth below (in thousands, except share and per share data): Outstanding Options Shares Available for Grant Number of Shares Underlying Oustanding Options Weighted Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance, January 1, 2019 216,333 1,376,084 $ 1.00 8.9 $ 5,950 Additional shares authorized 1,161,457 — Options granted (1,191,439) 1,191,439 $ 6.57 Options exercised — (7,291) $ 1.02 $ 97 Options canceled 297 (297) $ 1.02 Balance, September 30, 2019 186,648 2,559,935 $ 3.59 8.9 $ 27,356 The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2019 and 2018 was $8.22 and $0.54 per share, respectively. As of September 30, 2019, the total unrecognized stock-based compensation expense for stock options was $8.0 million, which is expected to be recognized over a weighted-average period of 3.46 years. Fair Value of Common Stock Prior to the IPO the fair value of the Company’s common stock underlying the stock options was determined by the Board of Directors with assistance from management and, in part, on input from an independent third-party valuation firm. The Board of Directors determines the fair value of common stock by considering a number of objective and subjective factors, including valuations of comparable companies, sales of convertible preferred stock, operating and financial performance, the lack of liquidity of the Company’s common stock and the general and industry-specific economic outlook. Subsequent to the IPO, the fair value of the Company’s common stock is determined based on its closing market price. Stock-Based Compensation Expense Total stock-based compensation expense recorded related to options granted to employees and non-employees was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Research and development $ 203 $ 7 $ 417 $ 14 General and administrative 855 36 1,856 97 $ 1,058 $ 43 $ 2,273 $ 111 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: Net loss attributable to common stockholders $ (11,497) $ (6,632) $ (25,987) $ (12,492) Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted 1,419,029 1,411,966 1,414,475 1,411,966 Net loss per share attributable to common stockholders, basic and diluted $ (8.10) $ (4.70) $ (18.37) $ (8.85) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: As of September 30, 2019 2018 Series A redeemable convertible preferred stock 7,611,691 7,611,691 Series B redeemable convertible preferred stock 6,581,590 — Options to purchase common stock 2,559,935 1,376,084 Total 16,753,216 8,987,775 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In October 2019, the Company’s Board of Directors and stockholders approved 2.832861-for-1 reverse stock split as described in Note 1. In October 2019, the Company (i) granted an aggregate of 225,916 options to purchase the Company’s common stock to employees with an exercise price of $14.28 per share (ii) granted an aggregate of 7,766 options to purchase the Company’s common stock to employees with an exercise price of $16.00 and (iii) reserved 105,900 additional shares of common stock for issuance under the 2016 Plan. In October 2019 and in connection with the reverse stock split, the Company increased the number of authorized common and preferred shares to a total of 21,000,000 common shares at a par value of $0.001 per share and 14,193,296 preferred shares at a par value of $0.001 per share, respectively. In October 2019, the Company’s Board of Directors and stockholders approved the 2019 Equity Incentive Plan (the 2019 Plan), with an initial share reserve of 2,700,000 shares of the Company's common stock plus any reserved but unissued shares under the 2016 Plan. The 2019 Plan provides for the granting of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares to the Company's employees, directors, and others. In October 2019, the Company’s Board of Directors and stockholders also approved the 2019 Employee Stock Purchase Plan (the ESPP), which qualifies as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code, and pursuant to which 270,000 shares of common stock were reserved for future issuance. The ESPP is designed to enable eligible employees to purchase shares of the Company's common stock at a discount on a periodic basis through payroll deductions. In October 2019, the Company entered into a non-exclusive patent license agreement (the License Agreement) with Pfizer, upon which the Company made an upfront payment of $5.0 million. Pursuant to the License Agreement, Pfizer granted the Company non-exclusive rights under Pfizer’s patent rights covering varenicline tartrate and related salts thereof, including U.S. Patent Nos.: 7,265,119 and 6,890,927 to develop, manufacture, and commercialize the OC-01 varenicline product candidate for the treatment of any ophthalmic disease or condition via nasal administration in the United States. If the Company successfully commercializes OC-01, it may be required to pay a single milestone payment in the very low double-digit millions and tiered royalties on net sales of OC-01 at percentages ranging from the mid-single digits to the mid-teens. The royalty obligation to Pfizer will commence upon the first commercial sale of OC-01 and will expire upon the later of (a) the expiration of all regulatory or data exclusivity granted to Pfizer in connection with varenicline in the United States; and (b) the expiration or abandonment of the last valid claims of the licensed patents. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited interim condensed financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related the valuation of convertible notes, valuation of derivative instruments, valuation of redeemable convertible preferred stock, valuation of stock awards, income taxes and certain research and development accruals. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates, and such differences could be material to the Company’s financial position and results of operations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. Substantially all of the Company’s cash is held by one financial institution that management believes is of high credit quality. Such deposits may, at times, exceed federally insured limits. The Company’s cash equivalents are invested in highly rated money market funds. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes costs that are directly associated with in-process equity financings until such financings are consummated at which time such costs are recorded against the gross proceeds of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations and comprehensive loss. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock and common stock options are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities as the redeemable convertible preferred stock is considered a participating security. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share for those periods. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) under its accounting standard codifications (“ASC”) or other standard setting bodies and adopted by the Company as of the specified effective date, unless otherwise discussed below. Recently adopted accounting pronouncements In January 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The ASU enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. In February 2018, the FASB issued ASU No. 2018-03, T echnical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . For public business entities, this ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. The Company adopted this ASU effective January 1, 2018. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new ASU, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU update effective January 1, 2018. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases , which provides clarification to ASU No. 2016-02. These ASUs (collectively, the new lease standard) require an entity to recognize a lease liability and an ROU asset on the balance sheet for leases with lease terms of more than twelve months. Lessor accounting is largely unchanged. For public business entities, these ASUs are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and should be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements , which allows entities to elect an optional transition method where entities may continue to apply the existing lease guidance during the comparative periods and apply the new lease requirements through a cumulative effect adjustment in the period of adoptions rather than in the earliest period presented. In March 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842): Codification Improvements , which provides clarification on implementation issues associated with adopting ASU No. 2016-02. The Company early adopted the new lease standard using the modified retrospective approach effective January 1, 2018 (the “date of adoption”) and elected the following practical expedients as permitted under Topic 842: (i) elected to account for lease and nonlease components as a single lease component, and (ii) elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward (1) its historical lease classification, (2) its assessment on whether a contract was or contains a lease, and (3) its initial direct costs for leases that existed prior to the date of adoption. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU effective January 1, 2018. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (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 . This ASU simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. Down round features are common in warrants, preferred shares and convertible debt instruments issued by private companies and early-stage public companies. This update requires companies to disregard the down round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The amendments in Part I should be applied (1) retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the first fiscal year and interim periods; (2) retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented. The Company adopted this ASU effective January 1, 2019. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The ASU permits companies to reclassify disproportionate tax effects in accumulated other comprehensive income (“AOCI”) caused by the Tax Act to retained earnings. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU effective January 1, 2019. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting , which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees and simplifies the accounting for nonemployee share-based payment transactions. The accounting for share-based payments to nonemployees and employees will be substantially aligned because of this update. This ASU specifies that Topic 718 applies to all share-based payment transactions in which the grantor acquires goods and services to be used or consumed in its own operations by issuing share-based payment awards. This ASU also clarifies that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. The transition method provided by ASU No. 2018-07 is a modified retrospective basis, which recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, but may take place no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company early adopted this ASU effective January 1, 2018. The adoption of this ASU did not have a material effect on the Company’s financial statements and related disclosures. Recently issued accounting pronouncements not yet adopted In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. This ASU removes the requirement to disclose: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this ASU will have on its financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This ASU replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. For SEC filers that are eligible to be smaller reporting companies, this ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this ASU will have on its financial statements and related disclosures. |
Fair Value Measurements | The Company assesses the fair value of financial instruments 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. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk. |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial assets measured and recognized at fair value | As of September 30, 2019, financial assets measured and recognized at fair value were as follows (in thousands): Fair Value Measurements at September 30, 2019 Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Money market funds $ 72,278 $ — $ — $ 72,278 Total fair value of assets $ 72,278 $ — $ — $ 72,278 As of December 31, 2018, financial assets measured and recognized at fair value were as follows (in thousands): Fair Value Measurements at December 31, 2018 Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Money market funds $ 5,228 $ — $ — $ 5,228 Total fair value of assets $ 5,228 $ — $ — $ 5,228 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): September 30, 2019 December 31, 2018 Accrued compensation $ 593 $ 367 Accrued professional services 2,833 35 Accrued other liabilities 32 20 Total $ 3,458 $ 422 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Maturities of lease liabilities | The maturities of the lease liabilities under non-cancelable operating leases are as follows (in thousands): As of December 31, 2018 Amount 2019 $ 59 2020 7 Total undiscounted cash flows 66 Less: imputed interest (4) Total operating lease liability 62 Less: current portion (56) Operating lease liability $ 6 As of September 30, 2019 Amount 2019 (reminder) $ 92 2020 319 2021 316 2022 186 Total undiscounted cash flows 913 Less: imputed interest (31) Total operating lease liability 882 Less: current portion (288) Operating lease liability $ 594 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Issued and outstanding redeemable convertible preferred stock | Issued and outstanding redeemable convertible preferred stock and its principal terms as of December 31, 2018 were as follows (in thousands, except share and per share amounts): Redeemable Convertible Preferred Stock Liquidation Carrying Original Authorized Outstanding Series A redeemable convertible preferred stock 7,611,691 7,611,691 $ 43,126 $ 43,001 $ 5.67 On February 15, 2019, the Company executed the Series B Preferred Stock Purchase Agreement to sell up to 6,581,590 shares of Series B redeemable convertible preferred stock. Issued and outstanding redeemable convertible preferred stock and its principal terms as of September 30, 2019 were as follows (in thousands, except share and per share amounts): Redeemable Convertible Preferred Stock Liquidation Value Carrying Amount Original Issue Price Authorized Outstanding Series A redeemable convertible preferred stock 7,611,691 7,611,691 $ 43,126 $ 43,001 $ 5.67 Series B redeemable convertible preferred stock 6,581,590 6,581,590 93,000 92,852 $ 14.13 14,193,281 14,193,281 $ 136,126 $ 135,853 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Common stock reserved for future issuance | The Company had reserved common stock, on an as-converted basis, for future issuance as follows: September 30, 2019 December 31, 2018 Conversion of Series A redeemable convertible preferred stock 7,611,691 7,611,691 Conversion of Series B redeemable convertible preferred stock 6,581,590 — Outstanding options under the 2016 Plan 2,559,935 1,376,084 Issuance of options under the 2016 Plan 186,648 216,333 Total 16,939,864 9,204,108 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Activity in stock option plan | Activity under the Company’s stock option plan is set forth below (in thousands, except share and per share data): Outstanding Options Shares Available for Grant Number of Shares Underlying Oustanding Options Weighted Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance, January 1, 2019 216,333 1,376,084 $ 1.00 8.9 $ 5,950 Additional shares authorized 1,161,457 — Options granted (1,191,439) 1,191,439 $ 6.57 Options exercised — (7,291) $ 1.02 $ 97 Options canceled 297 (297) $ 1.02 Balance, September 30, 2019 186,648 2,559,935 $ 3.59 8.9 $ 27,356 |
Stock-based compensation expense | Total stock-based compensation expense recorded related to options granted to employees and non-employees was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Research and development $ 203 $ 7 $ 417 $ 14 General and administrative 855 36 1,856 97 $ 1,058 $ 43 $ 2,273 $ 111 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: Net loss attributable to common stockholders $ (11,497) $ (6,632) $ (25,987) $ (12,492) Denominator: Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted 1,419,029 1,411,966 1,414,475 1,411,966 Net loss per share attributable to common stockholders, basic and diluted $ (8.10) $ (4.70) $ (18.37) $ (8.85) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: As of September 30, 2019 2018 Series A redeemable convertible preferred stock 7,611,691 7,611,691 Series B redeemable convertible preferred stock 6,581,590 — Options to purchase common stock 2,559,935 1,376,084 Total 16,753,216 8,987,775 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) - Subsequent Event $ / shares in Units, $ in Millions | Nov. 04, 2019USD ($)$ / sharesshares | Oct. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||
Price per share (in usd per share) | $ / shares | $ 16 | |
Stock split conversion ratio | 0.353 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of common stock sold and issued (in shares) | 5,750,000 | |
Aggregate gross proceeds from offering | $ | $ 82.6 | |
Over-Allotment Option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of common stock sold and issued (in shares) | 750,000 | |
Redeemable Convertible Preferred Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Conversion of preferred stock, shares converted (in shares) | 14,193,281 |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of financial liabilities | $ 0 | $ 0 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of assets | 72,278,000 | 5,228,000 |
Fair Value, Recurring | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 72,278,000 | 5,228,000 |
Fair Value, Recurring | Quoted Price in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of assets | 72,278,000 | 5,228,000 |
Fair Value, Recurring | Quoted Price in Active Markets for Identical Assets (Level 1) | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 72,278,000 | 5,228,000 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of assets | 0 | 0 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total fair value of assets | 0 | 0 |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 0 | $ 0 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 593 | $ 367 |
Accrued professional services | 2,833 | 35 |
Accrued other liabilities | 32 | 20 |
Total | $ 3,458 | $ 422 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) | Oct. 18, 2019 | Oct. 31, 2019 | Oct. 31, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Jul. 01, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Jan. 31, 2018 |
Lessee, Lease, Description [Line Items] | |||||||||
Lease payments due over the life of the lease | $ 913,000 | $ 66,000 | |||||||
Payments made for leases | 100,000 | $ 100,000 | |||||||
Lease discount rate | 9.00% | ||||||||
Lease expense | $ 100,000 | $ 100,000 | |||||||
Remaining lease term on leases | 6 months | 1 year 3 months 18 days | |||||||
Princeton New Jersey Office Space, Lease Ending In 2020 | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Lease payments due over the life of the lease | $ 100,000 | ||||||||
Remaining term on operating lease | 4 months 24 days | ||||||||
Princeton New Jersey Office Space, Lease Ending in 2022 | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Lease payments due over the life of the lease | $ 900,000 | ||||||||
Remaining term on operating lease | 2 years 9 months 18 days | ||||||||
Term of lease contract | 3 years | ||||||||
Acquisition Of OC-02 Compound | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Maximum milestone payments for acquisition | $ 37,000,000 | ||||||||
Term of obligation to pay royalties | 10 years | ||||||||
Required percentage of licensing revenue | 15.00% | ||||||||
Maximum aggregate amount of licensing revenue | $ 10,000,000 | ||||||||
Licensing Agreements | Subsequent Event | |||||||||
Lessee, Lease, Description [Line Items] | |||||||||
Upfront payment for non-exclusive license agreement | $ 5,000,000 | $ 5,000,000 |
Commitment and Contingencies -
Commitment and Contingencies - Lease Maturity Schedules (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2019 (reminder) | $ 92 | |
2019 | $ 59 | |
2020 | 319 | 7 |
2021 | 316 | |
2022 | 186 | |
Total undiscounted cash flows | 913 | 66 |
Less: imputed interest | (31) | (4) |
Total operating lease liability | 882 | 62 |
Less: current portion | (288) | (56) |
Operating lease liability | $ 594 | $ 6 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income Tax Expense (Benefit) | $ 0 | $ 0 | $ 0 | $ 0 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock (Details) - Redeemable Convertible Preferred Stock - $ / shares | Nov. 04, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||
Shares of redeemable convertible preferred stock authorized (in shares) | 14,193,281 | 14,193,281 | |
Par value of redeemable convertible preferred stock (in dollars per share) | $ 0.001 | $ 0.001 | |
Subsequent Event | |||
Class of Stock [Line Items] | |||
Conversion of preferred stock, shares converted (in shares) | 14,193,281 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock Issued and Outstanding (Details) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Feb. 15, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||||||||
Redeemable convertible preferred stock, outstanding (in shares) | 14,193,281 | 14,193,281 | 13,627,122 | 7,611,691 | 7,611,691 | 7,611,691 | 7,611,691 | 7,611,691 | |
Carrying Amount | $ 135,853,000 | $ 135,853,000 | $ 127,853,000 | $ 43,001,000 | $ 43,001,000 | $ 43,001,000 | $ 43,001,000 | $ 43,001,000 | |
Series A redeemable convertible preferred stock | |||||||||
Class of Stock [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 7,611,691 | 7,611,691 | |||||||
Redeemable convertible preferred stock, outstanding (in shares) | 7,611,691 | 7,611,691 | |||||||
Liquidation Value | $ 43,126,000 | $ 43,126,000 | |||||||
Carrying Amount | $ 43,001,000 | $ 43,001,000 | |||||||
Original Issue Price (in dollars per share) | $ 5.67 | $ 5.67 | |||||||
Series B redeemable convertible preferred stock | |||||||||
Class of Stock [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 6,581,590 | 6,581,590 | 0 | ||||||
Redeemable convertible preferred stock, outstanding (in shares) | 6,581,590 | 0 | |||||||
Liquidation Value | $ 93,000,000 | $ 0 | |||||||
Carrying Amount | $ 92,852,000 | $ 0 | |||||||
Original Issue Price (in dollars per share) | $ 14.13 | ||||||||
Redeemable Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Redeemable convertible preferred stock, authorized (in shares) | 14,193,281 | 14,193,281 | |||||||
Redeemable convertible preferred stock, outstanding (in shares) | 14,193,281 | ||||||||
Liquidation Value | $ 136,126,000 | ||||||||
Carrying Amount | $ 135,853,000 |
Common Stock (Details)
Common Stock (Details) | 9 Months Ended | |
Sep. 30, 2019vote$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Class of Stock [Line Items] | ||
Common stock authorized (in shares) | shares | 20,121,000 | 10,943,000 |
Common stock par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Common Stock | ||
Class of Stock [Line Items] | ||
Number of votes per share | vote | 1 |
Common Stock - Reserved Common
Common Stock - Reserved Common Stock (Details) - shares | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||||||
Conversion of redeemable convertible preferred stock (in shares) | 14,193,281 | 14,193,281 | 13,627,122 | 7,611,691 | 7,611,691 | 7,611,691 | 7,611,691 | 7,611,691 |
Outstanding options under the 2016 Plan (in shares) | 2,559,935 | 1,376,084 | ||||||
Total (in shares) | 16,939,864 | 9,204,108 | ||||||
2016 Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Outstanding options under the 2016 Plan (in shares) | 2,559,935 | 1,376,084 | ||||||
Issuance of options under the 2016 Plan (in shares) | 186,648 | 216,333 | ||||||
Series A redeemable convertible preferred stock | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of redeemable convertible preferred stock (in shares) | 7,611,691 | 7,611,691 | ||||||
Series B redeemable convertible preferred stock | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of redeemable convertible preferred stock (in shares) | 6,581,590 | 0 |
Stock Option Plan (Details)
Stock Option Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense | $ 8 | |
Weighted-average recognition period of unrecognized stock-based compensation expense (in years) | 3 years 5 months 15 days | |
2016 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average grant-date fair value of options (in dollars per share) | $ 8.22 | $ 0.54 |
Stock options | 2016 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent of estimated fair value of shares | 100.00% | |
Term of outstanding options (in years) | 10 years | |
Vesting period of stock options (in years) | 4 years | |
Incentive Stock Options | 2016 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent of estimated fair value of shares | 110.00% | |
Percent of shares owned by individual stockholder | 10.00% |
Stock Option Plan - Option Acti
Stock Option Plan - Option Activity During The Period (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | |
Number of Shares Underlying Oustanding Options | ||
Beginning balance (in shares) | 1,376,084 | |
Ending balance (in shares) | 2,559,935 | 1,376,084 |
2016 Plan | ||
Shares Available for Grant | ||
Beginning balance (in shares) | 216,333 | |
Additional shares authorized (in shares) | 1,161,457 | |
Options granted (in shares) | (1,191,439) | |
Options canceled (in shares) | 297 | |
Ending balance (in shares) | 186,648 | 216,333 |
Number of Shares Underlying Oustanding Options | ||
Beginning balance (in shares) | 1,376,084 | |
Options granted (in shares) | 1,191,439 | |
Options exercised (in shares) | (7,291) | |
Options canceled (in shares) | (297) | |
Ending balance (in shares) | 2,559,935 | 1,376,084 |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ / shares | $ 1 | |
Options granted (in dollars per share) | $ / shares | 6.57 | |
Options exercise price (in dollars per share) | $ / shares | 1.02 | |
Options canceled (in dollars per share) | $ / shares | 1.02 | |
Ending balance (in dollars per share) | $ / shares | $ 3.59 | $ 1 |
Weighted-average remaining contractual term (in years) | 8 years 10 months 24 days | 8 years 10 months 24 days |
Aggregate intrinsic value | $ | $ 27,356 | $ 5,950 |
Aggregate intrinsic value, options exercised | $ | $ 97 |
Stock Option Plan - Stock Based
Stock Option Plan - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 1,058 | $ 43 | $ 2,273 | $ 111 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 203 | 7 | 417 | 14 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 855 | $ 36 | $ 1,856 | $ 97 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||||||||
Net loss attributable to common stockholders | $ (11,497) | $ (10,729) | $ (3,761) | $ (6,632) | $ (2,925) | $ (2,935) | $ (25,987) | $ (12,492) |
Denominator: | ||||||||
Weighted-average shares outstanding used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 1,419,029 | 1,411,966 | 1,414,475 | 1,411,966 | ||||
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (8.10) | $ (4.70) | $ (18.37) | $ (8.85) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of diluted net loss per share | 16,753,216 | 8,987,775 |
Series A redeemable convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of diluted net loss per share | 7,611,691 | 7,611,691 |
Series B redeemable convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of diluted net loss per share | 6,581,590 | 0 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of diluted net loss per share | 2,559,935 | 1,376,084 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | Nov. 04, 2019USD ($)$ / sharesshares | Oct. 18, 2019USD ($) | Oct. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Subsequent Event [Line Items] | |||||
Common stock authorized (in shares) | 20,121,000 | 10,943,000 | |||
Common stock par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Shares reserved (in shares) | 16,939,864 | 9,204,108 | |||
2016 Plan | |||||
Subsequent Event [Line Items] | |||||
Options granted (in shares) | 1,191,439 | ||||
Exercise price of options (in dollars per share) | $ / shares | $ 6.57 | ||||
Additional shares authorized (in shares) | 1,161,457 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Stock split conversion ratio | 0.353 | ||||
Common stock authorized (in shares) | 21,000,000 | ||||
Common stock par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Preferred stock authorized (in shares) | 14,193,296 | ||||
Par value of preferred stock (in dollars per share) | $ / shares | $ 0.001 | ||||
Price per share (in usd per share) | $ / shares | $ 16 | ||||
Subsequent Event | Redeemable Convertible Preferred Stock | |||||
Subsequent Event [Line Items] | |||||
Conversion of preferred stock, shares converted (in shares) | 14,193,281 | ||||
Subsequent Event | IPO | |||||
Subsequent Event [Line Items] | |||||
Number of common stock sold and issued (in shares) | 5,750,000 | ||||
Aggregate gross proceeds from offering | $ | $ 82.6 | ||||
Subsequent Event | Over-Allotment Option | |||||
Subsequent Event [Line Items] | |||||
Number of common stock sold and issued (in shares) | 750,000 | ||||
Subsequent Event | Licensing Agreements | |||||
Subsequent Event [Line Items] | |||||
Upfront payment for non-exclusive license agreement | $ | $ 5 | $ 5 | |||
Subsequent Event | 2016 Plan | Stock options | |||||
Subsequent Event [Line Items] | |||||
Additional shares authorized (in shares) | 105,900 | ||||
Subsequent Event | 2019 Plan | |||||
Subsequent Event [Line Items] | |||||
Shares authorized for 2019 Equity Incentive Plan (in shares) | 2,700,000 | ||||
Subsequent Event | 2019 ESPP | Employee Stock | |||||
Subsequent Event [Line Items] | |||||
Shares reserved (in shares) | 270,000 | ||||
Subsequent Event | $14.28 | 2016 Plan | |||||
Subsequent Event [Line Items] | |||||
Options granted (in shares) | 225,916 | ||||
Exercise price of options (in dollars per share) | $ / shares | $ 14.28 | ||||
Subsequent Event | $16.00 | 2016 Plan | |||||
Subsequent Event [Line Items] | |||||
Options granted (in shares) | 7,766 | ||||
Exercise price of options (in dollars per share) | $ / shares | $ 16 |