Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Entity Registrant Name | Kiniksa Pharmaceuticals, Ltd. | |
Entity Central Index Key | 1,730,430 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Class A common shares | ||
Entity Common Stock, Shares Outstanding | 15,762,235 | |
Class B common shares | ||
Entity Common Stock, Shares Outstanding | 4,638,855 | |
Class A1 common shares | ||
Entity Common Stock, Shares Outstanding | 12,995,954 | |
Class B1 common shares | ||
Entity Common Stock, Shares Outstanding | 16,057,618 | |
Common Shares | ||
Entity Common Stock, Shares Outstanding | 49,454,662 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 285,518 | $ 45,555 |
Restricted cash | 263 | 105 |
Short-term investments | 73,672 | |
Prepaid expenses and other current assets | 4,416 | 1,444 |
Total current assets | 363,869 | 47,104 |
Property and equipment, net | 350 | 125 |
Restricted cash | 210 | |
Deferred offering costs | 25 | |
Deferred tax assets | 700 | 238 |
Total assets | 365,129 | 47,492 |
Current liabilities: | ||
Accounts payable | 561 | 1,218 |
Accrued expenses | 12,583 | 6,212 |
Accrued milestone | 10,000 | 10,000 |
Total current liabilities | 23,144 | 17,430 |
Deferred rent | 186 | |
Total liabilities | 23,330 | 17,430 |
Commitments and contingencies (Note 11) | ||
Convertible preferred shares (Series A, B and C), $0.000273235 par value; 0 shares and 22,885,492 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively; aggregate liquidation preference of $0 and $120,000 as of June 30, 2018 and December 31, 2017, respectvely; | 119,770 | |
Shareholders' equity (deficit): | ||
Additional paid-in capital | 469,018 | 1,289 |
Accumulated other comprehensive income | 7 | |
Accumulated deficit | (127,239) | (90,998) |
Total shareholders' equity (deficit) | 341,799 | (89,708) |
Total liabilities, convertible preferred shares and shareholders' equity (deficit) | 365,129 | 47,492 |
Class A common shares | ||
Shareholders' equity (deficit): | ||
Common stock value | 4 | |
Class B common shares | ||
Shareholders' equity (deficit): | ||
Common stock value | 1 | $ 1 |
Class A1 common shares | ||
Shareholders' equity (deficit): | ||
Common stock value | 4 | |
Class B1 common shares | ||
Shareholders' equity (deficit): | ||
Common stock value | $ 4 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Common stock, par value (in dollars per share) | $ 0.000273235 | |
Convertible Preferred Shares (Series A, B and C) | ||
Convertible preferred shares, par value (in dollars per share) | $ 0.000273235 | $ 0.000273235 |
Preferred stock, shares issued (in shares) | 0 | 22,885,492 |
Preferred stock, shares outstanding (in shares) | 0 | 22,885,492 |
Preferred stock, aggregate liquidation preference | $ 0 | $ 120,000 |
Class A common shares | ||
Common stock, par value (in dollars per share) | $ 0.000273235 | $ 0.000273235 |
Common stock, shares issued (in shares) | 15,754,771 | 719,976 |
Common stock, shares outstanding (in shares) | 15,754,771 | 719,976 |
Class B common shares | ||
Common stock, par value (in dollars per share) | $ 0.000273235 | $ 0.000273235 |
Common stock, shares issued (in shares) | 4,638,855 | 3,568,353 |
Common stock, shares outstanding (in shares) | 4,638,855 | 3,568,353 |
Class A1 common shares | ||
Common stock, par value (in dollars per share) | $ 0.000273235 | $ 0.000273235 |
Common stock, shares issued (in shares) | 12,995,954 | 0 |
Common stock, shares outstanding (in shares) | 12,995,954 | 0 |
Class B1 common shares | ||
Common stock, par value (in dollars per share) | $ 0.000273235 | $ 0.000273235 |
Common stock, shares issued (in shares) | 16,057,618 | 0 |
Common stock, shares outstanding (in shares) | 16,057,618 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Operating expenses: | ||||
Research and development | $ 17,200 | $ 9,272 | $ 29,831 | $ 12,417 |
General and administrative | 4,327 | 2,120 | 8,036 | 4,022 |
Total operating expenses | 21,527 | 11,392 | 37,867 | 16,439 |
Loss from operations | (21,527) | (11,392) | (37,867) | (16,439) |
Interest income | 1,066 | 153 | 1,371 | 226 |
Loss before provision for income taxes | (20,461) | (11,239) | (36,496) | (16,213) |
Benefit (provision) for income taxes | 202 | 36 | 255 | 70 |
Net loss and comprehensive loss | $ (20,259) | $ (11,203) | $ (36,241) | $ (16,143) |
Net loss per share attributable to common shareholders - basic and diluted | $ (0.97) | $ (6.69) | $ (3.09) | $ (10.47) |
Weighted average common shares outstanding - basic and diluted | 20,787,288 | 1,673,500 | 11,735,578 | 1,541,691 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' DEFICIT (EQUITY) - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands | Convertible Preferred Shares (Series A, B and C) | Common Shares | Additional Paid-In Capital | Accumulated OCI | Accumulated Deficit | Total |
Balance at the beginning of the period at Dec. 31, 2017 | $ 119,770 | $ 119,770 | ||||
Balance at the beginning of the period (in shares) at Dec. 31, 2017 | 22,885,492 | |||||
Changes in temporary equity | ||||||
Issuance of Series C convertible preferred shares, net of issuance costs of $9,178 | $ 190,822 | |||||
Issuance of Series C convertible preferred shares, net of issuance costs of $9,178 (in shares) | 12,784,601 | |||||
Conversion of convertible preferred shares into common shares | $ (310,592) | |||||
Conversion of convertible preferred shares into common shares (in shares) | (35,670,093) | |||||
Balance at the end of the period (in shares) at Jun. 30, 2018 | 0 | |||||
Balance at the beginning of the period at Dec. 31, 2017 | $ 1 | $ 1,289 | $ (90,998) | (89,708) | ||
Balance at the beginning of the period (in shares) at Dec. 31, 2017 | 4,288,329 | |||||
Changes in equity | ||||||
Conversion of convertible preferred shares into common shares | $ 8 | 310,584 | 310,592 | |||
Conversion of convertible preferred shares into common shares (in shares) | 35,670,093 | |||||
Issuance of Class A common shares upon completion of initial public offering, net of underwriting discounts and commissions and offering costs | $ 4 | 155,511 | 155,515 | |||
Issuance of Class A common shares upon completion of initial public offering, net of underwriting discounts and commissions and offering costs (in shares) | 9,484,202 | |||||
Exercise of options | 17 | 17 | ||||
Exercise of options (in shares) | 4,574 | |||||
Share-based compensation expense | 1,617 | 1,617 | ||||
Unrealized gain (loss) on short term investments | $ 7 | 7 | ||||
Net loss | (36,241) | (36,241) | ||||
Balance at the end of the period at Jun. 30, 2018 | $ 13 | $ 469,018 | $ 7 | $ (127,239) | $ 341,799 | |
Balance at the end of the period (in shares) at Jun. 30, 2018 | 49,447,198 |
CONSOLIDATED STATEMENTS OF CON6
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' DEFICIT (EQUITY) (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Series C convertible preferred shares | |
Issuance costs | $ 9,178 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (36,241) | $ (16,143) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 20 | 12 |
Share-based compensation expense | 1,617 | 228 |
Loss on disposal of property and equipment | 66 | |
Non-cash rent expense | 208 | |
Deferred income taxes | (463) | (69) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,965) | (942) |
Accounts payable | (747) | 898 |
Accrued expenses | 5,616 | 119 |
Net cash used in operating activities | (32,889) | (15,897) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (311) | (37) |
Purchases of short-term investments | (73,676) | |
Net cash used in investing activities | (73,987) | (37) |
Cash flows from financing activities: | ||
Payments of deferred offering costs | (2,825) | |
Proceeds from exercise of options | 17 | |
Net cash provided by financing activities | 347,207 | 39,873 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 240,331 | 23,939 |
Cash and cash equivalents and restricted cash at beginning of period | 45,660 | 56,075 |
Cash and cash equivalents and restricted cash at end of period | 285,991 | 80,014 |
Supplemental information: | ||
Cash paid for income taxes | 148 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Deferred offering costs included in accrued expenses and accounts payable | 856 | |
Series B convertible preferred shares | ||
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred shares, net of issuance costs | $ 39,873 | |
Series C convertible preferred shares | ||
Cash flows from financing activities: | ||
Proceeds from issuance of convertible preferred shares, net of issuance costs | 190,822 | |
Class A common shares | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Class A common shares upon completion of initial public offering, net of underwriting commissions and discounts | $ 159,193 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Nature of the Business and Basis of Presentation | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Kiniksa Pharmaceuticals, Ltd. (the “Company”) is a clinical-stage biopharmaceutical company focused on discovering, acquiring, developing and commercializing therapeutic medicines for patients suffering from debilitating diseases with significant unmet medical need. The Company was incorporated in July 2015 as a Bermuda exempted company. The Company has a pipeline of product candidates across various stages of development, currently focused on autoinflammatory and autoimmune conditions. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s technology will be obtained, that any products developed will obtain necessary government regulatory approval or that any products, if approved, will be commercially viable. The Company operates in an environment of rapid technological innovation and substantial competition from pharmaceutical and biotechnological companies. In addition, the Company is dependent upon the services of its employees, consultants and service providers. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary, Kiniksa Pharmaceuticals Corp. (“Kiniksa US”), after elimination of all significant intercompany accounts and transactions. In assessing the consolidation requirement for variable interest entities (‘‘VIEs’’), the Company focuses on identifying whether it has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE. In the event that the Company is the primary beneficiary of a VIE, the assets, liabilities, and results of operations of the VIE would be included in the Company’s consolidated financial statements. At December 31, 2017 and during the year then ended and at June 30, 2018 and during the three and six months then ended, the Company was not the primary beneficiary of a VIE. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of common shares and share-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Unaudited Interim Consolidated Financial Information The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information. The accompanying unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The accompanying year-end consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual consolidated 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 June 30, 2018 and the results of its operations for the three and six months ended June 30, 2018 and 2017 and its cash flows for the six months ended June 30, 2018 and 2017. The results for the three and six months ended June 30, 2018 are not necessarily indicative of results to be expected for the year ending December 31, 2018, any other interim periods or any future year or period. Reverse Stock Split On May 11, 2018, the Company effected a 1-for-2.73235 reverse share split of its authorized, designated, issued and outstanding common shares and preferred shares. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse share split. Initial Public Offering On May 23, 2018, the Company’s registration statement on Form S-1 relating to its initial public offering of its Class A common shares (the “IPO”) was declared effective by the Securities and Exchange Commission (“SEC”). On May 29, 2018, the Company completed the IPO of 8,477,777 Class A common shares at $18.00 per share for gross proceeds of $152,600. In addition, on June 22, 2018, the Company completed the sale of 1,006,425 Class A common shares to the underwriters of the IPO following the exercise of their over-allotment option to purchase additional shares at $18.00 per share for gross proceeds of $18,116. The aggregate net proceeds to the Company from the IPO, inclusive of the over-allotment option exercise, was $155,515 after deducting underwriting discounts and commissions and other offering costs. Upon the closing of the IPO, all convertible preferred shares then outstanding automatically converted into 5,546,019 Class A common shares, 1,070,502 Class B common shares, 12,995,954 Class A1 common shares and 16,057,618 Class B1 common shares. In connection with the closing of the IPO, the Company amended and restated its bye-laws (“Amended & Restated Bye-Laws”). Liquidity In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. As of June 30, 2018, the Company had an accumulated deficit of $127,239. During the six months ended June 30, 2018, the Company incurred a net loss of $36,241 and used $32,889 of net cash in operating activities. The Company expects to continue to generate operating losses for the foreseeable future. As of June 30, 2018, the Company had cash, cash equivalents and short-term investments of $359,190. Based on its current operating plan, the Company expects this amount will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the issuance date of these consolidated financial statements. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to finance its operations. Although the Company has been successful in raising capital in the past, there is no assurance that it will be successful in obtaining such additional financing on terms acceptable to the Company, if at all. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Cash and Cash Equivalents The Company classifies deposits in banks, money market funds and cash invested temporarily in various instruments with maturities of three months or less at the time of purchase as cash and cash equivalents. At June 30, 2018 and December 31, 2017, cash and cash equivalents consisted principally of U.S. Treasury notes, amounts held in money market funds and cash on deposit at commercial banks. Short-term Investments The Company generally invests its excess cash in money market funds and short-term investments in U.S. Treasury notes. Such investments included in short-term investments on the Company’s consolidated balance sheets are considered available-for-sale and are reported at fair value with unrealized gains and losses included as a component of shareholders’ equity (deficit). Realized gains and losses, if any, on short-term investments are included in interest income (expense), net. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and short-term investments. At June 30, 2018 and December 31, 2017, all of the Company’s cash, cash equivalents and short-term investments were held at two financial institutions. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash, cash equivalents and short-term investments and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Restricted Cash Restricted cash as of June 30, 2018 and December 31, 2017 consisted of cash held in a money market fund in connection with the Company’s corporate credit cards. Restricted cash amounts have been classified as current assets based on the expected release date of the restrictions. In conjunction with the Company’s lease agreement entered into in March 2018 (see Note 11), the Company maintains a letter of credit for the benefit of the landlord. As of June 30, 2018, the underlying cash balance of $210 securing this letter of credit, was classified as non-current in the consolidated balance sheet. Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: · Level 1—Quoted prices in active markets for identical assets or liabilities. · Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. · Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s restricted cash, which is held in a money market fund, is carried at fair value, determined based on Level 1 inputs in the fair value hierarchy described above (see Note 3). The Company’s cash equivalents and short-term investments, consisting of money market funds and U.S. Treasury notes, are carried at fair value, determined based on Level 1 and 2 inputs in the fair value hierarchy described above (see Note 3). The carrying values of the Company’s prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including personnel expenses, share-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees and external costs of outside vendors engaged to conduct clinical development activities and clinical trials as well as to manufacture clinical trial materials. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. Research Contract Costs and Accruals The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. The related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. Share-Based Compensation The Company measures all share-based awards granted to employees and directors based on their fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. The Company issues share-based awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has not issued any share-based awards with performance-based vesting conditions. For share-based awards granted to consultants and non-employees, compensation expense is recognized over the vesting period of the awards, which is generally the period during which services are rendered by such consultants and non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s Class A common shares and updated assumption inputs in the Black-Scholes option-pricing model. The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The fair value of each restricted share award is estimated on the date of grant based on the fair value of the Company’s Class A or Class B common shares on that same date. The fair value of each option grant is estimated using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected share price volatility, the expected term of the award, the risk-free interest rate, and expected dividends (see Note 8). Prior to May 2018, the Company was a private company and, accordingly, lacks company-specific historical and implied volatility information for its shares. Therefore, it estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company’s options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. Net Income (Loss) per Share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net income (loss) per share attributable to common shareholders is computed by dividing the net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) attributable to common shareholders is computed by adjusting net income (loss) attributable to common shareholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common shareholders is computed by dividing the diluted net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding options, unvested restricted common shares and convertible preferred shares are considered potential dilutive common shares. Prior to May 23, 2018, when the Company’s convertible preferred shares converted to common shares, the Company’s convertible preferred shares contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, for periods in which the Company reported a net loss attributable to common shareholders, such losses were not allocated to convertible preferred shareholders. In periods in which the Company reports a net loss attributable to common shareholders, diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to common shareholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common shareholders for the three and six months ended June 30, 2018 and 2017. Recently Adopted Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”), which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, 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. ASU 2017-09 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2017-09 as of the required effective date of January 1, 2018. The adoption of ASU 2017-09 will have an impact on the modification of stock-based awards, if any, after the date of adoption. The adoption of ASU 2017-09 did not have an impact on the Company’s financial position, results of operations or cash flows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (Topic 230) (“ASU 2016-15”). This guidance addresses diversity in practice in how certain cash receipts and cash payments are presented in the statement of cash flows. The standard is effective for public entities for fiscal years beginning after December 15, 2017, including interim periods in those fiscal years, and early adoption is permitted. The adoption of ASU 2016-15 is required to be applied retrospectively. The Company adopted ASU 2017-09 on the required effective date of January 1, 2018, and the adoption did not have an impact on the Company’s financial position, results of operations or cash flows. In May 2014, the FASB issued ASU No. 2014-09 , Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard defines a five-step process to achieve this principle, and will require companies to use more judgment and make more estimates than under the current guidance. The Company expects that these judgments and estimates will include identifying performance obligations in the customer contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which delays the effective date of ASU 2014-09 such that the standard is effective for public entities for annual periods beginning after December 15, 2017 and for interim periods within those fiscal years. Early adoption of the standard is permitted for annual periods beginning after December 15, 2016. The FASB subsequently issued amendments to ASU 2014-09 that have the same effective date and transition date. The Company adopted ASU 2014-09 as of the required effective date of January 1, 2018 and the adoption did not have an impact on the Company’s consolidated financial statements as the Company does not currently have any revenue-generating arrangements. Recently Issued Accounting Pronouncements 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 (“ASU 2017-11”) . Part I applies to entities that issue financial instruments such as warrants, convertible debt or convertible preferred stock that contain down-round features. Part II replaces the indefinite deferral for certain mandatorily redeemable noncontrolling interests and mandatorily redeemable financial instruments of nonpublic entities contained within ASC Topic 480 with a scope exception and does not impact the accounting for these mandatorily redeemable instruments. ASU 2017-11 is required to be adopted for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2017-11 will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02 , Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The guidance is effective for public entities for annual periods beginning after December 15, 2018 and for interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value of Financial Assets and Liabilities | |
Fair Value of Financial Assets and Liabilities | 3. Fair Value of Financial Assets and Liabilities The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Fair Value Measurements as of June 30, 2018 Using: Level 1 Level 2 Level 3 Total Assets: Restricted cash - money market funds $ $ — $ — $ Cash equivalents - money market funds — — Cash equivalents - U.S. Treasury notes — — Short-term investments - U.S. Treasury notes — — $ $ $ — $ Fair Value Measurements as of December 31, 2017 Using: Level 1 Level 2 Level 3 Total Assets: Restricted cash - money market funds $ $ — $ — $ Cash equivalents - money market funds — — Cash equivalents - U.S. Treasury notes — — $ $ $ — $ During the periods ended June 30, 2018 and December 31, 2017 there were no transfers between Level 1, Level 2 and Level 3. The money market funds were valued using quoted prices in active markets, which represent a Level 1 measurement in the fair value hierarchy. The Company’s cash equivalents and short-term investments as of June 30, 2018 and cash equivalents as of December 31, 2017 also consisted of U.S. Treasury notes, which are not traded on a daily basis and, therefore, represent a Level 2 measurement in the fair value hierarchy at each period end. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2018 | |
Property and Equipment, Net | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consisted of the following: June 30, December 31, 2018 2017 Furniture and fixtures $ $ Computer hardware and software Vehicles Construction in progress — Less: Accumulated depreciation ) ) $ $ Depreciation expense was $12 and $6 during the three months ended June 30, 2018 and 2017, respectively, and $20 and $12 during the six months ended June 30, 2018 and 2017, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2018 | |
Accrued Expenses | |
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following: June 30, December 31, 2018 2017 Accrued employee compensation and benefits $ $ Accrued research and development expenses Accrued legal and professional fees Other $ $ |
Convertible Preferred Shares
Convertible Preferred Shares | 6 Months Ended |
Jun. 30, 2018 | |
Convertible Preferred Shares | |
Convertible Preferred Shares | 6. Convertible Preferred Shares As of December 31, 2017, the Company’s bye-laws, as amended and restated, designated 22,885,492 authorized shares to be issued as convertible preferred shares with a par value of $0.000273235 per share, of which 17,128,120 shares were further designated as Series A convertible preferred shares (the “Series A preferred shares”) and 5,757,372 shares were further designated as Series B convertible preferred shares (the “Series B preferred shares”). In February 2018, the Company’s bye-laws were further amended and restated to, among other things, effect an increase in the number of authorized convertible preferred shares with a par value of $0.000273235 per share to 35,670,093 shares, of which 12,784,601 shares were further designated as Series C convertible preferred shares (the “Series C preferred shares”). The holders of convertible preferred shares had liquidation rights in the event of a deemed liquidation that, in certain situations, was not solely within the control of the Company. Therefore, the Series A, Series B and Series C convertible preferred shares (collectively, the “Preferred Shares”) were classified outside of shareholders’ equity (deficit). In October 2015, the Company issued and sold 8,028,809 Series A preferred shares at a price of $4.6707 per share (the “Series A Original Issue Price”) for proceeds of $37,398, net of issuance costs of $102. In September 2016, the Company issued and sold an additional 9,099,311 Series A preferred shares at a price of $4.6707 per share for proceeds of $42,499, net of issuance costs of $1. In March 2017, the Company issued and sold 5,757,372 Series B preferred shares at a price of $6.9475 per share (the “Series B Original Issue Price”) for proceeds of $39,873, net of issuance costs of $127. In February 2018, the Company issued and sold 12,784,601 Series C preferred shares at a price of $15.6438 per share (the “Series C Original Issue Price”) for proceeds of $190,822, net of issuance costs of $9,178. In May 2018, upon the completion of the Company’s IPO (which qualified as a “Qualified IPO” under the Company’s bye-laws, as amended and restated), all of the outstanding Preferred Shares were converted into 5,546,019 Class A common shares, 1,070,502 Class B common shares, 12,995,954 Class A1 common shares and 16,057,618 Class B1 common shares in accordance with the Company’s bye-laws, as amended and restated. In connection with the completion of its IPO in May 2018, the Company amended and restated its bye-laws (the “Amended & Restated Bye-Laws”) to, among other things, authorize the issuance of undesignated preferred shares. As of June 30, 2018, no preferred shares were designated or issued. Prior to the conversion to common shares, the holders of the Preferred Shares had the following rights and preferences: Voting The holders of Preferred Shares were entitled to vote, together with the holders of common shares, on all matters submitted to shareholders for a vote. The holders of Series A preferred shares were entitled to the number of votes per Series A preferred share equal to the number of whole Class B common shares into which the Series A preferred shares were convertible at the time of such vote (which is ten votes for each Class B common share). The holders of Series B preferred shares were entitled to the number of Votes per Series B preferred share equal to the number of whole Class A common shares into which the Series B preferred shares were convertible at the time of such vote (which is one vote for each Class A common share). Except as provided by law or by the other provisions of the Company’s bye-laws, holders of Preferred Shares voted together with the holders of common shares as a single class. The holders of Preferred Shares, voting together as a single class, were entitled to elect two directors of the Company. The holders of Preferred Shares, voting together with the holders of common shares as a single class, were entitled to elect the remaining directors of the Company, except for the one director that the holders of Class A common shares and Class B common shares, voting together as a single class were entitled to elect. Conversion Each Series A preferred share was convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder thereof, in such manner as is permitted by Bermuda law, into such number of fully paid and non-assessable Class B common shares as is determined by dividing the Series A Original Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion. Each Series B preferred share was convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder thereof, in such manner as is permitted by Bermuda law, into such number of fully paid and non-assessable Class A common shares as is determined by dividing the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect at the time of conversion. Each Series C preferred share was convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder thereof, in such manner as is permitted by Bermuda law, into such number of fully paid and non-assessable Class A Shares as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined below) in effect at the time of conversion. The Series A Original Issue Price and Series A Conversion Price were equal to $4.6707. The Series B Original Issue Price and Series B Conversion Price were equal to $6.9475. The Series C Original Issue Price and Series C Conversion Price were equal to $15.6438. Each Series A preferred share was convertible into one Class B common share, each Series B preferred share was convertible into one Class A common share and each Series C preferred share was convertible into one Class A common share. Further, upon either (i) the closing of the sale of Class A common shares or Class B common shares to the public at a price of at least $15.6438 per share (subject to appropriate adjustment in the event of any share dividend, share split, combination or other similar recapitalization with respect to the applicable class of common shares) in an initial public offering resulting in at least $100,000 of gross proceeds to the Company (a “Qualified IPO”) or (ii) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the outstanding Preferred Shares, voting together as a single class on an as if converted to Class A common shares basis, all outstanding Series A preferred shares would automatically be converted, in such manner as is permitted pursuant to Bermuda law, into Class B common shares at the then effective conversion rate, and all outstanding Series B and Series C preferred shares would automatically be converted, in such manner as is permitted pursuant to Bermuda law, into Class A common shares at the then effective conversion rate. Notwithstanding the foregoing, in the event of a mandatory conversion of preferred shares as a result of a Qualified IPO, (a) holders of Series A preferred shares could elect to receive Class B1 common shares in lieu of Class B common shares and (b) holders of Series B and Series C preferred shares could elect to receive Class A1 common shares in lieu of Class A common shares. Dividends The holders of the Preferred Shares were entitled to receive noncumulative dividends when and if declared by Company’s board of directors. The Company was not permitted to declare, pay or set aside any dividends on any other class or series of shares of the Company, other than dividends on common shares payable in common shares, unless the holders of the Preferred Share first receive, or simultaneously receive, a dividend on each outstanding Preferred Share equal to (i) in the case of a dividend on any class of common shares or any class or series that is convertible into common shares, that dividend per Preferred Share as would equal the product of (a) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common shares and (b) the number of common shares issuable upon conversion of a share the applicable series of Preferred Shares, or (ii) in the case of a dividend on any class or series that is not convertible into common shares, at a rate per Preferred Share determined by (a) dividing the amount of the dividend payable on each share of such class or series of shares by the original issue price of such class or series (subject to appropriate adjustment in the event of any bonus share, share dividend, share split, combination of or other similar recapitalization with respect to such class or series) and (b) multiplying such fraction by an amount equal to the applicable Series A, Series B or Series C Original Issue Price. Prior to the Company’s IPO, no cash dividends had been declared or paid. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or deemed liquidation event (as defined below), the holders of Preferred Shares then outstanding were entitled to be paid out of the assets of the Company available for distribution to its shareholders, on a pari passu basis, before any payment shall be made to the holders of common shares by reason of their ownership thereof, an amount per share equal to the greater of (i) one times the applicable Original Issue Price, plus any dividends declared but unpaid thereon, and (ii) such amount per share as would have been payable had all Preferred Shares been converted into common shares immediately prior to such liquidation, dissolution, winding up or deemed liquidation event. Thereafter, the remaining assets of the Company available for distribution to its shareholders would be distributed among the holders of common shares, pro rata based on the number of shares held by each such holder. If upon any such liquidation, dissolution or winding up of the Company or deemed liquidation event, the assets of the Company available for distribution to its shareholders were insufficient to pay the holders of Preferred Shares the full amount to which they shall be entitled, the holders of Preferred Shares would share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by such holders of Preferred Shares upon such distribution if all amounts payable on or with respect to such shares were paid in full. Unless a majority of the holders of the then outstanding Preferred Shares elected otherwise, a deemed liquidation event would include a merger or consolidation (other than one in which shareholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring company or corporation) or a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company. Redemption The Company’s bye-laws, as amended and restated, did not provide redemption rights to the holders of Preferred Shares. |
Common Shares
Common Shares | 6 Months Ended |
Jun. 30, 2018 | |
Common Shares | |
Common Shares | 7. Common Shares As of December 31, 2017, the Company’s bye-laws, as amended and restated, authorized the Company to issue 43,918,239 total shares with a par value of $0.000273235, of which 5,507,938 and 3,568,353 shares were designated as Class A and Class B common shares, respectively. In February 2018, the Company’s bye-laws were further amended and restated to, among other things, effect an increase in the number of authorized common shares to 44,746,463 shares, of which 5,507,938 shares were designated as Class A common shares and 3,568,353 shares were designated as Class B common shares. The remaining 11,956,456 shares that were not designated as common shares or Preferred Shares as of December 31, 2017 could have been designated to any class at any time in the future by the Company’s board of directors. No Class A1 common shares or Class B1 common shares were designated as of December 31, 2017. On May 23, 2018, the Company’s registration statement on Form S-1 relating to the IPO was declared effective by the SEC. On May 29, 2018, the Company completed the IPO of 8,477,777 Class A common shares at $18.00 per share for gross proceeds of $152,600. In addition, on June 22, 2018, the Company completed the sale of 1,006,425 Class A common shares to the underwriters of the IPO following the exercise of their over-allotment option to purchase additional shares at $18.00 per share for gross proceeds of $18,116. The aggregate net proceeds to the Company from the IPO, inclusive of the over-allotment option exercise, was $155,515 after deducting underwriting discounts and commissions and other offering costs. In May 2018, upon completion of the IPO (which qualified as a “Qualified IPO” under the Company’s bye-laws, as amended and restated), all outstanding Preferred Shares were converted into 5,546,019 Class A common shares, 1,070,502 Class B common shares, 12,995,954 Class A1 common shares and 16,057,618 Class B1 common shares in accordance with the Company’s bye-laws, as amended and restated. In connection with the completion of the IPO in May 2018, the Company increased the authorized capital of the Company to $54,647 consisting of 200,000,000 shares of $0.000273235 par value per share and, among other things, amended the description of different classes of shares under the Company’s Amended & Restated Bye-Laws. The rights of the holders of the Company’s Class A common shares, Class B common shares, Class A1 common shares and Class B1 common shares are identical, except with respect to voting and conversion, as described below. As of December 31, 2017, the voting, dividend and liquidation rights of the holders of the Company’s common shares were subject to and qualified by the rights, powers and preferences of the holders of the Preferred Shares as set forth above. In May 2018, following the conversion of the Preferred Shares into common shares, the voting, dividend and liquidation rights of the holders of the Company’s common shares were then subject to and qualified by the rights, powers and preferences of the holders of the preferred shares. As of June 30, 2018 no preferred shares were designated or issued. Voting Each Class A common share entitles the holder to one vote on all matters submitted to the shareholders for a vote. Each Class B common share entitles the holder to ten votes on all matters submitted to the shareholders for a vote. Holders of Class A1 common shares or Class B1 common shares have no voting rights. As of December 31, 2017, the holders of the Class A and Class B common shares, voting together as a single class, were entitled to elect one director of the Company. The holders of the Class A and Class B common shares, voting together with the holders of the Preferred Shares, voting together as a single class, were entitled to elect the remaining directors of the Company, except for the two directors of the Company that the holders of the Preferred Shares, voting together as a single class, were entitled to elect. In May 2018, following the conversion of the Preferred Shares into common shares, the holders of Class A and Class B common shares, voting together as a single class, are entitled to elect the directors of the Company. Dividends Common shareholders are entitled to receive dividends, as may be declared by the board of directors. As of December 31, 2017, these dividends were subject to the preferential dividend rights of the holders of the Company’s Preferred Shares. As of June 30, 2018, no preferred shares were designated or issued. Through December 31, 2017 and June 30, 2018, no cash dividends have been declared or paid. Conversion Each Class B common share shall automatically convert into one Class A common share upon certain transfers of such shares by the holder thereof (subject to certain exceptions). Each Class B common share is convertible, at the holder’s election into one Class A common share or one Class B1 common share. Each Class A1 common share is convertible into one Class A common share at the holder’s election. Each Class B1 common share is convertible into one Class A common share or one Class B common share at the holder’s election. There are no conversion rights associated with the Company’s Class A common shares. |
Share Based Compensation
Share Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Share-Based Compensation | |
Share-Based Compensation | 8. Share-Based Compensation 2018 Incentive Award Plan In May 2018, the Company’s board of directors and shareholders approved the 2018 Incentive Award Plan (the “2018 Plan”), which became effective on May 23, 2018. On the effectiveness of the 2018 Plan, the Company ceased granting awards under its 2015 Equity Incentive Plan (as amended, the “2015 Plan”). The 2018 Plan provides for the grant of incentive options, nonqualified options, share appreciation rights, restricted shares, dividend equivalents, restricted share units and other share- or cash-based awards. A total of 4,466,500 Class A common shares were initially reserved for issuance under the 2018 Plan. The number of Class A common shares that may be issued under the 2018 Plan will automatically increase on each January 1, beginning with the fiscal year ending December 31, 2019 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2028, equal to the lesser of (i) 4% of the Class A common shares outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year and (ii) a smaller number of Class A common shares determined by the Company’s board of directors. No more than 27,915,000 Class A common shares may be issued under the 2018 Plan upon the exercise of incentive options. The Class A common shares underlying any awards issued under the 2018 Plan or the 2015 Plan that on or after the effective date of the 2018 Plan expire, lapse unexercised or are terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited under the 2018 Plan or the 2015 Plan will be added back to the Class A common shares available for issuance under the 2018 Plan. As of June 30, 2018, 4,352,676 shares remained available for future grant. 2015 Equity Incentive Plan Until May 23, 2018 (the effective date of the 2018 Plan), the Company’s 2015 Plan provided for the Company to grant qualified incentive options, nonqualified options, share grants and other share-based awards to employees and non-employees to purchase the Company’s Class A common shares. On the effective date of the 2018 Plan, the Company ceased granting awards under the 2015 Plan. At that time, the 4,691,213 shares of Class A common shares subject to outstanding awards under the 2015 Plan remained reserved for issuance under the plan pursuant such awards and the 92,170 shares of Class A common shares that had been available for future grant under the 2015 Plan were no longer authorized and reserved for issuance or available for future grant under the 2015 Plan. As of December 31, 2017, the total number of Class A common shares authorized to be issued under the 2015 Plan was 4,794,266 shares and 1,644,893 shares were available for future grant. As of June 30, 2018, there were 4,682,066 shares of Class A common shares subject to outstanding awards under the plan authorized and reserved for issuance under the 2015 Plan pursuant such awards and no Class A common shares were otherwise authorized and reserved for issuance or available for future grant under the 2015 Plan as it was replaced by the 2018 Plan. The exercise price for incentive options was determined by the board of directors. All incentive options granted to any person possessing 10% or less of the total combined voting power of all classes of shares could not have an exercise price of less than 100% of the fair market value of the Class A common shares on the grant date. All incentive options granted to any person possessing more than 10% of the total combined voting power of all classes of shares could not have an exercise price of less than 110% of the fair market value of the Class A common shares on the grant date. The option term for incentive awards could not be greater than 10 years. Incentive options granted to persons possessing more than 10% of the total combined voting power of all classes of shares could not have an option term of greater than five years. The vesting period for equity-based awards is determined by the board of directors, which was generally four to six years. For awards granted to employees and non-employees with four-year vesting terms, 25% of the option vests on the first anniversary of the grant date and the remaining shares vest equally each month for three years thereafter. For awards granted to employees with six-year vesting terms, 16% of the option vests on the first anniversary of the grant date and the remaining shares vest based on a predetermined vesting schedule for five years thereafter. Shares that are expired, terminated, surrendered or canceled under the 2015 Plan without having been fully exercised will be available for future awards under the 2018 Plan. Stock Option Grants During the Six Months Ended June 30, 2018 and 2017 During the six months ended June 30, 2018 and 2017, the Company granted options to purchase 1,775,292 and 1,355,471 Class A common shares, respectively, to employees and directors. The Company recorded share-based compensation expense for options granted to employees and directors of $1,021 and $109 during the three months ended June 30, 2018 and 2017, respectively, and $1,557 and $219 during the six months ended June 30, 2018 and 2017, respectively. During the six months ended June 30, 2018 and 2017, the Company did not grant options to purchase Class A common shares to non-employees. The Company recorded share-based compensation expense for options granted to non-employees of $38 and $6 during the three months ended June 30, 2018 and 2017, respectively, and $61 and $9 during the six months ended June 30, 2018 and 2017, respectively. 2018 Employee Share Purchase Plan In May 2018, the Company’s board of directors and shareholders approved the 2018 Employee Share Purchase Plan (the “2018 ESPP”), which became effective on May 23, 2018. A total of 670,000 Class A common shares were initially reserved for issuance under the 2018 ESPP. The number of Class A common shares that may be issued under the 2018 ESPP will automatically increase on each January 1, beginning with the fiscal year ending December 31, 2019 and continuing for each fiscal year until, and including, the fiscal year ending December 31, 2028, equal to the lesser of (i) 1% of the Class A common shares outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year and (ii) a smaller number of Class A common shares determined by the Company’s board of directors, provided that no more than 6,420,000 Class A common shares may be issued under the 2018 ESPP. Option Valuation The assumptions that the Company used to determine the grant-date fair value of options granted to employees and directors under the 2015 Plan and the 2018 Plan (collectively, the “Plans”) during the three and six months ended June 30, 2018 and 2017 were as follows, presented on a weighted-average basis: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Risk-free interest rate % % % % Expected term (in years) Expected volatility % % % % Expected dividend yield % % % % The assumptions that the Company used to determine the grant-date fair value of options granted to non-employees were as follows, presented on a weighted-average basis: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Risk-free interest rate % % % % Expected term (in years) Expected volatility % % % % Expected dividend yield % % % % Options Stock option activity under the Plans is summarized as follows: Number of Weighted Weighted Aggregate (in years) Outstanding as of December 31, 2017 $ $ Granted Exercised ) Forfeited ) Outstanding as of June 30, 2018 $ $ Options exercisable as of June 30, 2018 $ $ Options unvested as of June 30, 2018 $ $ The aggregate intrinsic value of options is calculated as the difference between the exercise price of the options and the fair value of the Company’s common shares for those options that had exercise prices lower than the fair value of the Company’s common shares. During the six months ended June 30, 2018, an option holder exercised 4,574 options for Class A common shares with an intrinsic value of $30 for total cash proceeds of $17. The weighted-average grant-date fair value per share of options granted during the six months ended June 30, 2018 and 2017 was $7.51 and $2.51, respectively. The total fair value of options vested during the six months ended June 30, 2018 and 2017 was $1,053 and $173, respectively. Restricted Shares Under terms of the Class A and Class B restricted share agreements covering the Class A and Class B common shares, restricted common shares are subject to a vesting schedule. The restricted shares vest over a four-year period during which time the Company has the right to repurchase up to all unvested shares at the amount paid if the relationship between the recipient and the Company ceases. Subject to the continued employment (or other engagement of the recipient by the Company as described in the restricted share agreements), all of the restricted common shares become fully vested within four years of the date of issuance. The following table summarizes restricted share activity for the six months ended June 30, 2018: Class A Class B Number of Weighted Number of Weighted Unvested restricted shares outstanding as of December 31, 2017 $ $ Granted — — — — Vested ) $ ) $ Unvested restricted shares outstanding as of June 30, 2018 $ $ The aggregate fair value of restricted shares that vested during the six months ended June 30, 2018 and 2017 was $5,239 and $1,349, respectively. Share-Based Compensation Share-based compensation expense was classified in the consolidated statements of operations and comprehensive loss as follows: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Research and development expenses $ $ $ $ General and administrative expenses $ $ $ $ As of June 30, 2018, total unrecognized compensation cost related to the unvested share-based awards was $16,609, which is expected to be recognized over a weighted average period of 4.3 years. |
License and Acquisition Agreeme
License and Acquisition Agreements | 6 Months Ended |
Jun. 30, 2018 | |
License and Acquisition Agreements | |
License and Acquisition Agreements | 9. License and Acquisition Agreements Biogen Asset Purchase Agreement In September 2016, the Company entered into an asset purchase agreement (the “Biogen Agreement”) with Biogen MA Inc. (“Biogen”) to acquire all of Biogen’s right, title and interest in and to certain assets used in or relating to KPL-716 and other antibodies covered by certain patent rights, including patents and other intellectual property rights, clinical data, know-how, and clinical drug supply. In addition, Biogen granted to the Company a non-exclusive, sublicensable, worldwide license to certain background patent rights related to the KPL-716 program. The Company is obligated to use commercially reasonable efforts to develop and commercialize such acquired products. In exchange for these rights, the Company made an upfront payment to Biogen of $11,500 and a technology transfer payment of $500. The Company accounted for the acquisition of technology as an asset acquisition because it did not meet the definition of a business. The Company recorded the upfront payment and technology transfer payment as research and development expense in the consolidated statement of operations and comprehensive loss because the acquired technology represented in-process research and development and had no alternative future use. Under the Biogen Agreement, the Company is obligated to make milestone payments to Biogen of up to $179,000 upon the achievement of specified clinical and regulatory milestones in multiple indications in various territories. During the year ended December 31, 2017, the Company made a milestone payment of $4,000 associated with the achievement of a specified clinical milestone event. Additionally, the Company could be obligated to make up to an aggregate of up to $150,000 of payments upon the achievement of specified annual net sales milestones and to pay tiered royalties on escalating tiers of annual net sales of licensed products starting in the high single-digit percentages and ending below the teens. The Company also agreed to pay certain obligations under third-party contracts retained by Biogen that relate to the KPL-716 program. Under these retained contracts, the Company paid a one-time upfront sublicense fee of $150 and is obligated to pay insignificant annual maintenance fees as well as clinical and regulatory milestone payments of up to an aggregate of $1,575. The Company made insignificant payments in connection with the retained contracts during the three and six months ended June 30, 2018 and 2017. The Biogen Agreement will terminate upon the expiration of all payment obligations with respect to the last product in all countries in the territory. The Company has the right to terminate the agreement with 90 days’ prior written notice. Both parties may terminate by mutual written consent or in the event of material breach of the agreement by the other party that remains uncured for 90 days (or 30 days for payment-related breaches). During the three months ended June 30, 2018 and 2017 and the six months ended June 30, 2018 and 2017, the Company recorded research and development expense of $19, $4,086, $30 and $4,147, respectively, in connection with milestone and other payments due under the Biogen Agreement. Novo Nordisk License Agreement In August 2017, the Company entered into a license agreement (the “Novo Nordisk Agreement”) with Novo Nordisk A/S (“Novo Nordisk”), pursuant to which the Company has been granted an exclusive, sublicensable, worldwide license under certain intellectual property rights controlled by Novo Nordisk to make, use, develop and commercialize KPL-045 for all indications. The Company is obligated to use commercially reasonable efforts to develop and commercialize such licensed products. In consideration for the license, the Company made an upfront payment of $1,500 to Novo Nordisk. The Company accounted for the acquisition of technology as an asset acquisition because it did not meet the definition of a business. The Company recorded the upfront payment as research and development expense in the consolidated statement of operations and comprehensive loss because the acquired technology represented in-process research and development and had no alternative future use. Under the Novo Nordisk Agreement, the Company is also required to make a payment of $150 upon completion of the technology transfer by Novo Nordisk. The technology was transferred during the six months ended June 30, 2018 and, as a result, this payment was made and is recorded in the Company’s statement of operations for the six months ended June 30, 2018. In addition, the Company is obligated to make milestone payments upon the achievement of specified clinical, regulatory and initial sales milestones and upon the achievement of annual net sales thresholds, including a payment of $1,000 upon the earlier to occur of a specified regulatory milestone and January 2020, unless the Novo Nordisk Agreement is earlier terminated by either party. As of June 30, 2018 and December 31, 2017, the Company determined that the payment related to the milestone was not probable and, therefore, no amount was recorded in the Company’s consolidated statement of operations and comprehensive loss during the six months ended June 30, 2018 and 2017. The Company has also agreed to pay royalties on annual net sales of products licensed under the agreement. Under the Novo Nordisk Agreement, the Company is solely responsible for all development, regulatory and commercial activities and costs. The Company is also responsible for costs related to filing, prosecuting and maintaining the licensed patent rights. The Novo Nordisk Agreement will terminate upon expiration of the last-to-expire royalty term for any licensed product in the territories, as defined in the agreement. Either party may terminate the agreement upon the other party’s insolvency or bankruptcy or for uncured material breach of the agreement by the other party. Novo Nordisk has the right to terminate the agreement if the Company challenges any of the licensed patent rights. The Company may also terminate the agreement for any reason upon prior written notice to Novo Nordisk. During the six months ended June 30, 2018, the Company recorded research and development expense of $150, in connection with milestone payments due under the Novo Nordisk Agreement. The Company did not incur any research and development expense directly related to milestone payments due under the Novo Nordisk Agreement during the three months ended June 30, 2018 or during the three and six months ended June 30, 2017. Primatope Stock Purchase Option Agreement In September 2017, the Company entered into a stock purchase option agreement (the “Primatope Agreement”) with Primatope Therapeutics, Inc. (“Primatope”), pursuant to which the Company has been granted a license to certain intellectual property rights controlled by Primatope to research, develop, and manufacture the pre-clinical antibody, KPL-404. The agreement provides the Company with an exclusive call option to purchase 100% of the capital stock of Primatope. Upon execution of the agreement, the Company made $500 in upfront payments for the initial option period through April 2018 (the “Initial Option Period”). The Primatope Agreement allows up to three extensions of the Initial Option Period through January 2019 (including the initial option period, the “Option Period”) for total extension payments of up to $800. In April and July 2018, the Company made payments totalling $500 to extend the Option Period to October 15, 2018. During the Option Period, the Company may conduct research and pre-clinical work to assess the viability of the asset. If the call option is exercised, the Company will acquire all of the outstanding equity of Primatope in exchange for upfront consideration of $10,000 as well as potential milestone payments of up to $10,000. The upfront payment and the milestone payments may be paid at the option of the Company in a combination of cash and issuance of the Company’s Class A common shares. The Company has determined that the call option represents a variable interest in Primatope and that Primatope is a VIE. However, as the Company has no ability to control the board of directors or direct the ongoing activities of Primatope, the Company does not have power over the activities that most significantly impact Primatope’s economic performance and is not the primary beneficiary of Primatope. As a result, the Company does not consolidate the assets, liabilities, and results of operations of Primatope. Either party may terminate the Primatope Agreement for uncured material breach of the agreement by the other party or by mutual written consent. During the three and six months ended June 30, 2018 the Company recorded research and development expense of $250, related to the extension of the option period under the Primatope Agreement. The Company did not incur any research and development expense directly related to the Primatope Agreement during the three and six months ended June 30, 2017. Regeneron License Agreement In September 2017, the Company entered into a license agreement (the “Regeneron Agreement”) with Regeneron Pharmaceuticals, Inc. (“Regeneron”), pursuant to which the Company has been granted an exclusive, sublicensable license under certain intellectual property rights controlled by Regeneron to develop and commercialize rilonacept in certain fields and territories. The Company is obligated to use commercially reasonable efforts to develop and commercialize such licensed products. In exchange for these rights, the Company made an upfront payment of $5,000. The Company accounted for the acquisition of technology as an asset acquisition because it did not meet the definition of a business. The Company recorded the upfront payment as research and development expense in the consolidated statement of operations and comprehensive loss because the acquired technology represented in-process research and development and had no alternative future use. Under the Regeneron Agreement, the Company is also obligated to make payments to Regeneron of up to an aggregate of $27,500 upon the achievement of specified regulatory milestones. Upon commercialization of the licensed products, the parties will share profits equally, after deducting certain commercialization expenses subject to specified limits. Under the Regeneron Agreement, the Company is solely responsible for all development and commercialization activities and costs in its respective territory. The Company is also responsible for costs related to the filing, prosecution and maintenance of certain licensed patent rights. The parties also entered into a clinical supply agreement under which Regeneron agreed to manufacture the developed product during the clinical phase. During the three and six months ended June 30, 2018, the Company recorded research and development expense of $1,201 and $1,577, respectively, related to the purchase of drug materials under this agreement. During the three and six months ended June 30, 2017, the Company did not incur any research and development expense related to the purchase of drug materials under this agreement. As of June 30, 2018 and December 31, 2017, the Company has non-cancelable purchase commitments under the clinical supply agreement (see Note 11). The Regeneron Agreement will expire when the Company is no longer developing or commercializing any licensed product under the Regeneron Agreement. Either party may terminate the agreement upon the other party’s insolvency or bankruptcy or for material breach of the agreement by the other party that remains uncured for 90 days (or 30 days for payment-related breaches). Regeneron has the right to terminate the agreement if the Company suspends its development or commercialization activities for a consecutive 12-month period or does not grant a sublicense to a third-party to perform such activities, or if the Company challenges any of the licensed patent rights. The Company may terminate the agreement at any time that is 18 months after the effective date of the agreement with 180 days’ written notice or with one years’ written notice if the Company terminates the agreement following U.S. marketing approval of a rilonacept product developed by the Company. The Company may also terminate the agreement with three month’s written notice if the products are determined to have certain safety concerns. The Company did not incur any research and development expense directly related to milestone payments due under the Regeneron Agreement during the three and six months ended June 30, 2017 and 2018. MedImmune License Agreement In December 2017, the Company entered into a license agreement (the “MedImmune Agreement”) with MedImmune, Limited (“MedImmune”), pursuant to which MedImmune granted the Company an exclusive, sublicensable, worldwide license to certain intellectual property rights to make, use, develop and commercialize mavrilimumab. Under the MedImmune Agreement, the Company also acquired reference rights to relevant manufacturing and regulatory documents and MedImmune’s existing supply of mavrilimumab drug substance and product. The Company is obligated to use commercially reasonable efforts to develop and commercialize the licensed products. In exchange for these rights, the Company made an upfront payment of $8,000. The Company accounted for the acquisition of technology as an asset acquisition because it did not meet the definition of a business. The Company recorded the upfront payment as research and development expense in the consolidated statement of operations and comprehensive loss because the acquired technology represented in-process research and development and had no alternative future use. In addition, the Company is obligated to make clinical, regulatory and initial sales milestone payments of up to $72,500 in aggregate for the first two indications, including a milestone payment of $10,000 upon the earlier to occur of a specified regulatory milestone and December 31, 2018, unless the MedImmune Agreement is earlier terminated by either party. As of June 30, 2018 and December 31, 2017, the Company determined that the payment related to this milestone was probable and, therefore, recognized research and development expense and an accrued milestone of $10,000 during the year ended December 31, 2017. In addition, the Company is obligated to make clinical and regulatory milestone payments of up to $15,000 in the aggregate for each subsequent indication, including a $5,000 pass-through payment due upon the achievement of a specified clinical milestone event which may be met in the second half of 2018. The Company is obligated to make milestone payments to MedImmune of up to $85,000 upon the achievement of annual net sales thresholds up to, but excluding, $1,000,000 in annual net sales as well as additional milestone payments aggregating up to $1,100,000 upon the achievement of additional specified annual net sales thresholds starting at $1,000,000 and higher. The Company has also agreed to pay tiered royalties on escalating tiers of annual net sales of licensed products starting in the low double-digit percentages and ending at twenty percent. Royalty rates are subject to reductions upon certain events. The Company is solely responsible for all development, manufacturing, and commercial activities and costs of the licensed products, including clinical studies or other tests necessary to support the use of a licensed product. The Company is also responsible for costs related to the filing, prosecution and maintenance of the licensed patent rights. The MedImmune Agreement will expire upon the expiration of the royalty term in the last country for the last indication, as defined in the agreement. Either party may terminate the agreement upon the other party’s insolvency or bankruptcy or for material breach of the agreement by the other party that remains uncured for 90 days. MedImmune has the right to terminate the agreement if the Company challenges any of the licensed patent rights. The Company may terminate the agreement at any time upon 90 days’ prior written notice. During the three and six months ended June 30, 2018 and 2017, the Company did not record research and development expense in connection with milestone payments due under the MedImmune Agreement. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2018 | |
Net Loss per Share | |
Net Loss per Share | 10. Net Loss per Share Net Loss per Share Attributable to Common Shareholders The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common shares are identical, except with respect to voting rights. As the liquidation and dividend rights are identical, losses are allocated on a proportionate basis and the resulting net loss per share attributed to common shareholders will, therefore, be the same for both Class A and Class B common shares on an individual or combined basis. Basic and diluted net loss per share attributable to common shareholders was calculated as follows: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Numerator: Net loss attributable to common shareholders $ ) $ ) $ ) $ ) Denominator: Weighted average common shares outstanding—basic and diluted Net loss per share attributable to common shareholders— basic and diluted $ ) $ ) $ ) $ ) The Company’s potentially dilutive securities, which include options, unvested restricted shares and convertible preferred shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common shareholders because including them would have had an anti-dilutive effect: As of June 30, 2018 2017 Options to purchase common shares Unvested restricted shares Convertible preferred shares (as converted to common shares) — |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11. Commitments and Contingencies Lease Agreements On July 24, 2015, Kiniksa US entered into an operating lease in Wellesley Hills, Massachusetts for office space that comprised the former headquarters for Kiniksa US. In March 2016, effective August 1, 2016, Kiniksa US entered into an expansion and extension on its lease, which expanded its leased space to a total of 10,800 square feet. On March 31, 2017, Kiniksa US renewed this lease and extended the lease term to August 2018. Monthly lease payments, inclusive of base rent and ancillary charges, total $27. As of June 30, 2018, future minimum lease payments under non-cancelable operating lease commitments for the Wellesley Hills office, which are all due during the year ending December 31, 2018, totaled $54. On March 13, 2018, Kiniksa US entered into an operating lease in Lexington, Massachusetts for office and laboratory space that comprises the new headquarters for Kiniksa US and on June 26, 2018, Kiniksa US entered into an amendment to the lease expanding the rentable space to a total of 27,244 square feet. The lease expires on July 31, 2021. Upon execution of the lease, the Company made a prepayment of $67 for August 2018 base rent. Monthly lease payments begin in September 2018 and include base rent of approximately $70 as well as, ancillary charges such as the share of operating expenses and real estate taxes. The following table summarizes the future minimum lease payments under non-cancelable operating lease commitments, for the Lexington office, as of June 30, 2018: Year Ending December 31, 2018 $ 2019 2020 2021 $ The Company recognizes rent expense on a straight-line basis over the respective lease period and has recorded deferred rent for rent expense incurred but not yet paid. The Company recorded rent expense of $276 and $97 during the three months ended June 30, 2018 and 2017, respectively, and $403 and $194 during the six months ended June 30, 2018 and 2017, respectively. License Agreements The Company has entered into license agreements with various parties under which it is obligated to make contingent and non-contingent payments (see Note 9). Manufacturing Commitments The Company entered into agreements with several contract manufacturing organizations to provide pre-clinical and clinical trial materials. As of June 30, 2018 and December 31, 2017, the Company had committed to minimum payments under these agreements totaling $13,375 and $7,766, respectively. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it did not accrue any liabilities related to such obligations in its consolidated financial statements as of June 30, 2018 or December 31, 2017. Legal Proceedings The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary, Kiniksa Pharmaceuticals Corp. (“Kiniksa US”), after elimination of all significant intercompany accounts and transactions. In assessing the consolidation requirement for variable interest entities (‘‘VIEs’’), the Company focuses on identifying whether it has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE. In the event that the Company is the primary beneficiary of a VIE, the assets, liabilities, and results of operations of the VIE would be included in the Company’s consolidated financial statements. At December 31, 2017 and during the year then ended and at June 30, 2018 and during the three and six months then ended, the Company was not the primary beneficiary of a VIE. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of common shares and share-based awards. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Unaudited Interim Consolidated Financial Information | Unaudited Interim Consolidated Financial Information The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information. The accompanying unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The accompanying year-end consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual consolidated 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 June 30, 2018 and the results of its operations for the three and six months ended June 30, 2018 and 2017 and its cash flows for the six months ended June 30, 2018 and 2017. The results for the three and six months ended June 30, 2018 are not necessarily indicative of results to be expected for the year ending December 31, 2018, any other interim periods or any future year or period. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company classifies deposits in banks, money market funds and cash invested temporarily in various instruments with maturities of three months or less at the time of purchase as cash and cash equivalents. At June 30, 2018 and December 31, 2017, cash and cash equivalents consisted principally of U.S. Treasury notes, amounts held in money market funds and cash on deposit at commercial banks. |
Short-term Investments | Short-term Investments The Company generally invests its excess cash in money market funds and short-term investments in U.S. Treasury notes. Such investments included in short-term investments on the Company’s consolidated balance sheets are considered available-for-sale and are reported at fair value with unrealized gains and losses included as a component of shareholders’ equity (deficit). Realized gains and losses, if any, on short-term investments are included in interest income (expense), net. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and short-term investments. At June 30, 2018 and December 31, 2017, all of the Company’s cash, cash equivalents and short-term investments were held at two financial institutions. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash, cash equivalents and short-term investments and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Restricted Cash | Restricted Cash Restricted cash as of June 30, 2018 and December 31, 2017 consisted of cash held in a money market fund in connection with the Company’s corporate credit cards. Restricted cash amounts have been classified as current assets based on the expected release date of the restrictions. In conjunction with the Company’s lease agreement entered into in March 2018 (see Note 11), the Company maintains a letter of credit for the benefit of the landlord. As of June 30, 2018, the underlying cash balance of $210 securing this letter of credit, was classified as non-current in the consolidated balance sheet. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: · Level 1—Quoted prices in active markets for identical assets or liabilities. · Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. · Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s restricted cash, which is held in a money market fund, is carried at fair value, determined based on Level 1 inputs in the fair value hierarchy described above (see Note 3). The Company’s cash equivalents and short-term investments, consisting of money market funds and U.S. Treasury notes, are carried at fair value, determined based on Level 1 and 2 inputs in the fair value hierarchy described above (see Note 3). The carrying values of the Company’s prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including personnel expenses, share-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees and external costs of outside vendors engaged to conduct clinical development activities and clinical trials as well as to manufacture clinical trial materials. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. |
Research Contract Costs and Accruals | Research Contract Costs and Accruals The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. The related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs. |
Share-Based Compensation | Share-Based Compensation The Company measures all share-based awards granted to employees and directors based on their fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. The Company issues share-based awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has not issued any share-based awards with performance-based vesting conditions. For share-based awards granted to consultants and non-employees, compensation expense is recognized over the vesting period of the awards, which is generally the period during which services are rendered by such consultants and non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s Class A common shares and updated assumption inputs in the Black-Scholes option-pricing model. The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The fair value of each restricted share award is estimated on the date of grant based on the fair value of the Company’s Class A or Class B common shares on that same date. The fair value of each option grant is estimated using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected share price volatility, the expected term of the award, the risk-free interest rate, and expected dividends (see Note 8). Prior to May 2018, the Company was a private company and, accordingly, lacks company-specific historical and implied volatility information for its shares. Therefore, it estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company’s options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net income (loss) per share attributable to common shareholders is computed by dividing the net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) attributable to common shareholders is computed by adjusting net income (loss) attributable to common shareholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common shareholders is computed by dividing the diluted net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding options, unvested restricted common shares and convertible preferred shares are considered potential dilutive common shares. Prior to May 23, 2018, when the Company’s convertible preferred shares converted to common shares, the Company’s convertible preferred shares contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, for periods in which the Company reported a net loss attributable to common shareholders, such losses were not allocated to convertible preferred shareholders. In periods in which the Company reports a net loss attributable to common shareholders, diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to common shareholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common shareholders for the three and six months ended June 30, 2018 and 2017. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”), which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, 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. ASU 2017-09 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2017-09 as of the required effective date of January 1, 2018. The adoption of ASU 2017-09 will have an impact on the modification of stock-based awards, if any, after the date of adoption. The adoption of ASU 2017-09 did not have an impact on the Company’s financial position, results of operations or cash flows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (Topic 230) (“ASU 2016-15”). This guidance addresses diversity in practice in how certain cash receipts and cash payments are presented in the statement of cash flows. The standard is effective for public entities for fiscal years beginning after December 15, 2017, including interim periods in those fiscal years, and early adoption is permitted. The adoption of ASU 2016-15 is required to be applied retrospectively. The Company adopted ASU 2017-09 on the required effective date of January 1, 2018, and the adoption did not have an impact on the Company’s financial position, results of operations or cash flows. In May 2014, the FASB issued ASU No. 2014-09 , Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard defines a five-step process to achieve this principle, and will require companies to use more judgment and make more estimates than under the current guidance. The Company expects that these judgments and estimates will include identifying performance obligations in the customer contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which delays the effective date of ASU 2014-09 such that the standard is effective for public entities for annual periods beginning after December 15, 2017 and for interim periods within those fiscal years. Early adoption of the standard is permitted for annual periods beginning after December 15, 2016. The FASB subsequently issued amendments to ASU 2014-09 that have the same effective date and transition date. The Company adopted ASU 2014-09 as of the required effective date of January 1, 2018 and the adoption did not have an impact on the Company’s consolidated financial statements as the Company does not currently have any revenue-generating arrangements. Recently Issued Accounting Pronouncements 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 (“ASU 2017-11”) . Part I applies to entities that issue financial instruments such as warrants, convertible debt or convertible preferred stock that contain down-round features. Part II replaces the indefinite deferral for certain mandatorily redeemable noncontrolling interests and mandatorily redeemable financial instruments of nonpublic entities contained within ASC Topic 480 with a scope exception and does not impact the accounting for these mandatorily redeemable instruments. ASU 2017-11 is required to be adopted for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2017-11 will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02 , Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The guidance is effective for public entities for annual periods beginning after December 15, 2018 and for interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. |
Fair Value of Financial Asset20
Fair Value of Financial Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value of Financial Assets and Liabilities | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | Fair Value Measurements as of June 30, 2018 Using: Level 1 Level 2 Level 3 Total Assets: Restricted cash - money market funds $ $ — $ — $ Cash equivalents - money market funds — — Cash equivalents - U.S. Treasury notes — — Short-term investments - U.S. Treasury notes — — $ $ $ — $ Fair Value Measurements as of December 31, 2017 Using: Level 1 Level 2 Level 3 Total Assets: Restricted cash - money market funds $ $ — $ — $ Cash equivalents - money market funds — — Cash equivalents - U.S. Treasury notes — — $ $ $ — $ |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | June 30, December 31, 2018 2017 Furniture and fixtures $ $ Computer hardware and software Vehicles Construction in progress — Less: Accumulated depreciation ) ) $ $ |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accrued Expenses | |
Schedule of accrued expenses | June 30, December 31, 2018 2017 Accrued employee compensation and benefits $ $ Accrued research and development expenses Accrued legal and professional fees Other $ $ |
Share Based Compensation (Table
Share Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Share-Based Compensation | |
Schedule of stock option valuation assumptions presented on weighted average basis | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Risk-free interest rate % % % % Expected term (in years) Expected volatility % % % % Expected dividend yield % % % % Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Risk-free interest rate % % % % Expected term (in years) Expected volatility % % % % Expected dividend yield % % % % |
Schedule of stock option activity under the Plans | Number of Weighted Weighted Aggregate (in years) Outstanding as of December 31, 2017 $ $ Granted Exercised ) Forfeited ) Outstanding as of June 30, 2018 $ $ Options exercisable as of June 30, 2018 $ $ Options unvested as of June 30, 2018 $ $ |
Schedule of restricted share activity | Class A Class B Number of Weighted Number of Weighted Unvested restricted shares outstanding as of December 31, 2017 $ $ Granted — — — — Vested ) $ ) $ Unvested restricted shares outstanding as of June 30, 2018 $ $ |
Schedule of share-based compensation expense was classified in the consolidated statements of operations and comprehensive loss | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Research and development expenses $ $ $ $ General and administrative expenses $ $ $ $ |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Net Loss per Share | |
Schedule of basic and diluted net loss per share attributable to common shareholders | Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Numerator: Net loss attributable to common shareholders $ ) $ ) $ ) $ ) Denominator: Weighted average common shares outstanding—basic and diluted Net loss per share attributable to common shareholders— basic and diluted $ ) $ ) $ ) $ ) |
Schedule of anti-dilutive securities excluded from the computation of diluted net loss per share attributable to common shareholders | As of June 30, 2018 2017 Options to purchase common shares Unvested restricted shares Convertible preferred shares (as converted to common shares) — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under non-cancelable operating lease commitments | The following table summarizes the future minimum lease payments under non-cancelable operating lease commitments, for the Lexington office, as of June 30, 2018: Year Ending December 31, 2018 $ 2019 2020 2021 $ |
Nature of the Business and Ba26
Nature of the Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Jun. 22, 2018USD ($)$ / sharesshares | May 29, 2018USD ($)$ / sharesshares | May 11, 2018 | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | May 31, 2018shares | Dec. 31, 2017USD ($) |
Nature of the Business and Basis of Presentation | |||||||||
Reverse stock split | 2.73235 | ||||||||
Proceeds form IPO | $ 155,515 | ||||||||
Liquidity | |||||||||
Accumulated deficit | $ 127,239 | 127,239 | $ 90,998 | ||||||
Net losses | 20,259 | $ 11,203 | 36,241 | $ 16,143 | |||||
Cash used in operations | (32,889) | $ (15,897) | |||||||
Cash, cash equivalents and short-term investments | $ 359,190 | $ 359,190 | |||||||
Class A common shares | |||||||||
Nature of the Business and Basis of Presentation | |||||||||
Number of shares issued on conversion of convertible preferred shares | shares | 5,546,019 | 5,546,019 | 5,546,019 | 5,546,019 | |||||
Class B common shares | |||||||||
Nature of the Business and Basis of Presentation | |||||||||
Number of shares issued on conversion of convertible preferred shares | shares | 1,070,502 | 1,070,502 | 1,070,502 | 1,070,502 | |||||
Class A1 common shares | |||||||||
Nature of the Business and Basis of Presentation | |||||||||
Number of shares issued on conversion of convertible preferred shares | shares | 12,995,954 | ||||||||
Class B1 common shares | |||||||||
Nature of the Business and Basis of Presentation | |||||||||
Number of shares issued on conversion of convertible preferred shares | shares | 16,057,618 | ||||||||
Initial Public Offering | Class A common shares | |||||||||
Nature of the Business and Basis of Presentation | |||||||||
Issuance of stock (in shares) | shares | 8,477,777 | ||||||||
Share price (in dollars per share) | $ / shares | $ 18 | ||||||||
Proceeds form IPO | $ 152,600 | ||||||||
Over-allotment | Class A common shares | |||||||||
Nature of the Business and Basis of Presentation | |||||||||
Issuance of stock (in shares) | shares | 1,006,425 | ||||||||
Share price (in dollars per share) | $ / shares | $ 18 | ||||||||
Proceeds form IPO | $ 18,116 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - item | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Cash and cash equivalents | Credit concentration | ||
Concentration Risk [Line Items] | ||
Number of financial institution holding cash and cash equivalent | 2 | 2 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Restricted Cash (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Summary of Significant Accounting Policies | |
Cash securing letter of credit | $ 210 |
Fair Value of Financial Asset29
Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Short-term investments | $ 73,672 | |
Fair Value, Assets Transfers | ||
Fair value of assets transferred from Level 1 to Level 2 | 0 | $ 0 |
Fair value of assets transferred from Level 2 to Level 1 | 0 | 0 |
Fair value of assets transferred from Level 1 to Level 3 | 0 | 0 |
Fair value of assets transferred from Level 2 to Level 3 | 0 | 0 |
Fair value of assets transferred from Level 3 to Level 1 | 0 | 0 |
Fair value of assets transferred from Level 3 to Level 2 | 0 | 0 |
Fair Value | Recurring basis | ||
Assets | ||
Assets | 318,291 | 20,587 |
Fair Value | Recurring basis | Money Market Funds | ||
Assets | ||
Restricted cash | 473 | 105 |
Cash equivalents | 185,197 | 5,487 |
Fair Value | Recurring basis | U.S. Treasury Notes | ||
Assets | ||
Cash equivalents | 58,949 | 14,995 |
Short-term investments | 73,672 | |
Fair Value | Recurring basis | Level 1 | ||
Assets | ||
Assets | 185,670 | 5,592 |
Fair Value | Recurring basis | Level 1 | Money Market Funds | ||
Assets | ||
Restricted cash | 473 | 105 |
Fair Value | Recurring basis | Level 1 | U.S. Treasury Notes | ||
Assets | ||
Cash equivalents | 185,197 | 5,487 |
Fair Value | Recurring basis | Level 2 | ||
Assets | ||
Assets | 132,621 | 14,995 |
Fair Value | Recurring basis | Level 2 | U.S. Treasury Notes | ||
Assets | ||
Cash equivalents | 58,949 | $ 14,995 |
Short-term investments | $ 73,672 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Property and Equipment, Net | |||||
Property and equipment, Gross | $ 403 | $ 403 | $ 177 | ||
Less: Accumulated depreciation | (53) | (53) | (52) | ||
Property and equipment, Total | 350 | 350 | 125 | ||
Depreciation expense | 12 | $ 6 | 20 | $ 12 | |
Furniture and fixtures | |||||
Property and Equipment, Net | |||||
Property and equipment, Gross | 6 | 6 | 83 | ||
Computer hardware and software | |||||
Property and Equipment, Net | |||||
Property and equipment, Gross | 93 | 93 | 9 | ||
Vehicles | |||||
Property and Equipment, Net | |||||
Property and equipment, Gross | 85 | 85 | $ 85 | ||
Construction in progress | |||||
Property and Equipment, Net | |||||
Property and equipment, Gross | $ 219 | $ 219 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Accrued Expenses | ||
Accrued employee compensation and benefits | $ 2,158 | $ 1,570 |
Accrued research and development expenses | 9,091 | 3,905 |
Accrued legal and professional fees | 1,267 | 688 |
Other | 67 | 49 |
Accrued expenses | $ 12,583 | $ 6,212 |
Convertible Preferred Shares (D
Convertible Preferred Shares (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Oct. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / shares | Jun. 30, 2018USD ($)directorVote$ / sharesshares | Dec. 31, 2017USD ($)director$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Jun. 22, 2018shares | May 31, 2018shares | |
Convertible Preferred Shares | ||||||||||
Payment of offering expenses | $ | $ 2,825 | |||||||||
Cash dividend declared | $ | $ 0 | $ 0 | $ 0 | |||||||
Convertible Preferred Shares (Series A, B and C) | ||||||||||
Convertible Preferred Shares | ||||||||||
Preferred shares designated | 35,670,093 | 0 | 22,885,492 | |||||||
Preferred stock, shares issued (in shares) | 0 | 22,885,492 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | 22,885,492 | ||||||||
Preferred stock, aggregate liquidation preference | $ | $ 0 | $ 120,000 | ||||||||
Convertible preferred shares, par value (in dollars per share) | $ / shares | $ 0.000273235 | $ 0.000273235 | $ 0.000273235 | |||||||
Number of directors entitled to elect | director | 2 | 2 | ||||||||
Series A convertible preferred shares | ||||||||||
Convertible Preferred Shares | ||||||||||
Preferred shares designated | 17,128,120 | |||||||||
Preferred stock, shares issued (in shares) | 9,099,311 | 8,028,809 | ||||||||
Share price per share | $ / shares | $ 4.6707 | $ 4.6707 | ||||||||
Proceeds from issuance of shares | $ | $ 42,499 | $ 37,398 | ||||||||
Payment of offering expenses | $ | $ 1 | $ 102 | ||||||||
Number of votes for each Class B common share | Vote | 10 | |||||||||
Original issue price (per share) | $ / shares | $ 4.6707 | $ 4.6707 | $ 4.6707 | |||||||
Series B convertible preferred shares | ||||||||||
Convertible Preferred Shares | ||||||||||
Preferred shares designated | 5,757,372 | |||||||||
Preferred stock, shares issued (in shares) | 5,757,372 | |||||||||
Share price per share | $ / shares | $ 6.9475 | |||||||||
Proceeds from issuance of shares | $ | $ 39,873 | |||||||||
Payment of offering expenses | $ | $ 127 | |||||||||
Number of votes for each Class A common share | Vote | 1 | |||||||||
Original issue price (per share) | $ / shares | 6.9475 | $ 6.9475 | 6.9475 | |||||||
Series C convertible preferred shares | ||||||||||
Convertible Preferred Shares | ||||||||||
Preferred shares designated | 12,784,601 | |||||||||
Preferred stock, shares issued (in shares) | 12,784,601 | |||||||||
Share price per share | $ / shares | $ 15.6438 | |||||||||
Proceeds from issuance of shares | $ | $ 190,822 | |||||||||
Payment of offering expenses | $ | $ 9,178 | |||||||||
Original issue price (per share) | $ / shares | $ 15.6438 | $ 15.6438 | $ 15.6438 | |||||||
Class A common shares | ||||||||||
Convertible Preferred Shares | ||||||||||
Number of shares issued on conversion of convertible preferred shares | 5,546,019 | 5,546,019 | 5,546,019 | |||||||
Gross proceeds from offering | $ | $ 159,193 | |||||||||
Class B common shares | ||||||||||
Convertible Preferred Shares | ||||||||||
Number of shares issued on conversion of convertible preferred shares | 1,070,502 | 1,070,502 | 1,070,502 | |||||||
Class A1 common shares | ||||||||||
Convertible Preferred Shares | ||||||||||
Number of shares issued on conversion of convertible preferred shares | 12,995,954 | 12,995,954 | ||||||||
Class B1 common shares | ||||||||||
Convertible Preferred Shares | ||||||||||
Number of shares issued on conversion of convertible preferred shares | 16,057,618 | 16,057,618 | ||||||||
Common Class A and Class B | ||||||||||
Convertible Preferred Shares | ||||||||||
Number of directors entitled to elect | director | 1 | 1 | ||||||||
Common Class A or Class B | Minimum | ||||||||||
Convertible Preferred Shares | ||||||||||
Gross proceeds from offering | $ | $ 100,000 |
Common Shares (Details)
Common Shares (Details) $ / shares in Units, $ in Thousands | Jun. 22, 2018USD ($)$ / sharesshares | May 29, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)directorVote$ / sharesshares | Dec. 31, 2017USD ($)director$ / sharesshares | May 31, 2018$ / sharesshares | Feb. 28, 2018shares |
Nature of the Business and Basis of Presentation | ||||||
Common share authorized (in shares) | 43,918,239 | 200,000,000 | 44,746,463 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.000273235 | $ 0.000273235 | ||||
Common shares or Preferred Shares not designated | 11,956,456 | |||||
Proceeds form IPO | $ | $ 155,515 | |||||
Authorized capital | 54,647,000 | |||||
Common stock, cash dividends declared | $ | 0 | $ 0 | ||||
Common stock, cash dividends paid | $ | 0 | 0 | ||||
Preferred stock, cash dividends declared | $ | 0 | 0 | ||||
Preferred stock, cash dividends paid | $ | $ 0 | $ 0 | ||||
Class A common shares | ||||||
Nature of the Business and Basis of Presentation | ||||||
Common share authorized (in shares) | 5,507,938 | 5,507,938 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.000273235 | $ 0.000273235 | ||||
Number of shares issued on conversion of convertible preferred shares | 5,546,019 | 5,546,019 | 5,546,019 | |||
Number of votes (per share) | Vote | 1 | |||||
Convertible ratio to Class A common share | 1 | |||||
Class B common shares | ||||||
Nature of the Business and Basis of Presentation | ||||||
Common share authorized (in shares) | 3,568,353 | 3,568,353 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.000273235 | $ 0.000273235 | ||||
Number of shares issued on conversion of convertible preferred shares | 1,070,502 | 1,070,502 | 1,070,502 | |||
Number of votes (per share) | Vote | 10 | |||||
Convertible ratio to Class B1 common share | 1 | |||||
Class A1 common shares | ||||||
Nature of the Business and Basis of Presentation | ||||||
Common share authorized (in shares) | 0 | |||||
Number of shares issued on conversion of convertible preferred shares | 12,995,954 | 12,995,954 | ||||
Number of votes (per share) | Vote | 0 | |||||
Convertible ratio to Class A common share | 1 | |||||
Class B1 common shares | ||||||
Nature of the Business and Basis of Presentation | ||||||
Common share authorized (in shares) | 0 | |||||
Number of shares issued on conversion of convertible preferred shares | 16,057,618 | 16,057,618 | ||||
Number of votes (per share) | Vote | 0 | |||||
Convertible ratio to Class A common share | 1 | |||||
Convertible ratio to Class B common share | 1 | |||||
Common Class A and Class B | ||||||
Nature of the Business and Basis of Presentation | ||||||
Number of directors entitled to elect | director | 1 | 1 | ||||
Convertible Preferred Shares (Series A, B and C) | ||||||
Nature of the Business and Basis of Presentation | ||||||
Preferred shares designated | 0 | 22,885,492 | 35,670,093 | |||
Number of directors entitled to elect | director | 2 | 2 | ||||
Initial Public Offering | Class A common shares | ||||||
Nature of the Business and Basis of Presentation | ||||||
Issuance of stock (in shares) | 8,477,777 | |||||
Share price (in dollars per share) | $ / shares | $ 18 | |||||
Proceeds form IPO | $ | $ 152,600 | |||||
Over-allotment | Class A common shares | ||||||
Nature of the Business and Basis of Presentation | ||||||
Issuance of stock (in shares) | 1,006,425 | |||||
Share price (in dollars per share) | $ / shares | $ 18 | |||||
Proceeds form IPO | $ | $ 18,116 |
Share Based Compensation (Detai
Share Based Compensation (Details) - USD ($) $ in Thousands | May 11, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | May 31, 2018 | May 23, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum number of common shares may be issued | 54,647,000 | |||||||
Share-based compensation expense | $ 1,059 | $ 114 | $ 1,617 | $ 228 | ||||
2015 Equity Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage of options having four year vesting term on the first anniversary of the grant date | 25.00% | 25.00% | ||||||
Vesting percentage of options having six year vesting term on the first anniversary of the grant date | 16.00% | 16.00% | ||||||
2015 Equity Incentive Plan | Class A common shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total number of common shares authorized to issue | 4,691,213 | |||||||
Number of shares no longer available for future grant | 92,170 | |||||||
Authorized shares outstanding (in shares) | 4,682,066 | 4,682,066 | ||||||
2015 Equity Incentive Plan | Class A common shares | Employees and directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of options granted | 1,775,292 | 1,355,471 | ||||||
Stock options | 2018 Incentive Award Plan | Class A common shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total number of common shares authorized to issue | 4,466,500 | |||||||
Share based payment award percentage of outstanding | 4.00% | |||||||
Maximum number of common shares may be issued | 27,915,000 | |||||||
Number of common shares available for future grant | 4,352,676 | 4,352,676 | ||||||
Stock options | 2015 Equity Incentive Plan | Employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 1,021 | $ 1,557 | ||||||
Stock options | 2015 Equity Incentive Plan | Directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | 109 | $ 219 | ||||||
Stock options | 2015 Equity Incentive Plan | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Stock options | 2015 Equity Incentive Plan | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 6 years | |||||||
Stock options | 2015 Equity Incentive Plan | Class A common shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total number of common shares authorized to issue | 0 | 0 | 4,794,266 | |||||
Number of common shares available for future grant | 0 | 0 | 1,644,893 | |||||
Authorized shares outstanding (in shares) | 4,805,037 | 4,805,037 | 3,123,064 | |||||
Minimum percentage of exercise price of the fair market value of shares for the persons possessing 10% or less of voting power | 100.00% | 100.00% | ||||||
Minimum percentage of exercise price of the fair market value of shares for the persons possessing more than 10% of voting power | 110.00% | 110.00% | ||||||
Option term of incentive awards | 10 years | |||||||
Option term of awards for the persons possessing more than 10% of voting power | 5 years | |||||||
Number of options granted | 1,775,292 | |||||||
Stock options | 2015 Equity Incentive Plan | Class A common shares | Non-employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation expense | $ 38 | $ 6 | $ 61 | $ 9 | ||||
Stock options | 2018 Employee Share Purchase Plan | Class A common shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total number of common shares authorized to issue | 670,000 | |||||||
Share based payment award percentage of outstanding | 1.00% | |||||||
Maximum number of common shares may be issued | 6,420,000 |
Share Based Compensation - Opti
Share Based Compensation - Option valuation (Details) - Stock options | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Employees and directors | ||||
Assumptions to determine fair value of options granted on weighted average basis: | ||||
Risk-free interest rate | 2.87% | 2.48% | 2.72% | 1.98% |
Expected term (in years) | 5 years 11 months 12 days | 6 years | 6 years 6 months 4 days | 6 years |
Expected volatility | 74.83% | 74.26% | 75.22% | 74.25% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Non-employees | ||||
Assumptions to determine fair value of options granted on weighted average basis: | ||||
Risk-free interest rate | 2.98% | 1.97% | 2.88% | 1.97% |
Expected term (in years) | 7 years 6 months 26 days | 8 years 10 months 2 days | 7 years 8 months 12 days | 8 years 10 months 2 days |
Expected volatility | 73.69% | 77.93% | 73.83% | 77.93% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Share Based Compensation - Op36
Share Based Compensation - Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Aggregate Intrinsic Value | |||
Proceeds from exercise of options | $ 17 | ||
2015 Equity Incentive Plan | |||
Aggregate Intrinsic Value | |||
weighted-average grant-date fair value per share of options granted | $ 7.51 | $ 2.51 | |
Total fair value of options vested | $ 1,053 | $ 173 | |
Class A common shares | 2015 Equity Incentive Plan | |||
Number of Shares | |||
Outstanding, End of the period | 4,682,066 | ||
Aggregate Intrinsic Value | |||
Intrinsic value of options exercised | $ 30 | ||
Proceeds from exercise of options | $ 17 | ||
Class A common shares | Stock options | 2015 Equity Incentive Plan | |||
Number of Shares | |||
Outstanding, Beginning of the period | 3,123,064 | ||
Granted | 1,775,292 | ||
Exercised | (4,574) | ||
Forfeited | (88,745) | ||
Outstanding, End of the period | 4,805,037 | 3,123,064 | |
Options exercisable | 1,375,448 | ||
Options unvested | 3,429,589 | ||
Weighted Average Exercise Price | |||
Outstanding, Beginning of the period | $ 2.75 | ||
Granted | 10.89 | ||
Exercised | 3.80 | ||
Forfeited | 4.49 | ||
Outstanding, End of the period | 5.72 | $ 2.75 | |
Options exercisable | 2.23 | ||
Options unvested | $ 7.13 | ||
Weighted Average Remaining Contractual Term (in years) | |||
Outstanding | 8 years 9 months 22 days | 8 years 9 months 26 days | |
Exercisable | 7 years 10 months 28 days | ||
Unvested | 9 years 1 month 28 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 55,939 | $ 6,010 | |
Exercisable | 20,799 | ||
Unvested | $ 35,140 |
Share Based Compensation - Rest
Share Based Compensation - Restricted Shares (Details) - Unvested restricted shares - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Weighted Average Fair Value at Issuance | ||
Aggregate fair value of vested restricted shares | $ 5,239 | $ 1,349 |
Class A common shares | ||
Number of shares | ||
Unvested restricted shares outstanding, Beginning of the period | 312,229 | |
Unvested restricted shares vested | (89,208) | |
Unvested restricted shares outstanding, End of the period | 223,021 | |
Weighted Average Fair Value at Issuance | ||
Unvested restricted shares outstanding, Beginning of the period | $ 0.000273235 | |
Unvested restricted shares vested | 0.000273235 | |
Unvested restricted shares outstanding, End of the period | $ 0.000273235 | |
Class B common shares | ||
Number of shares | ||
Unvested restricted shares outstanding, Beginning of the period | 1,635,495 | |
Unvested restricted shares vested | (446,044) | |
Unvested restricted shares outstanding, End of the period | 1,189,451 | |
Weighted Average Fair Value at Issuance | ||
Unvested restricted shares outstanding, Beginning of the period | $ 0.000273235 | |
Unvested restricted shares vested | 0.000273235 | |
Unvested restricted shares outstanding, End of the period | $ 0.000273235 |
Share Based Compensation - Clas
Share Based Compensation - Classification of expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 1,059 | $ 114 | $ 1,617 | $ 228 |
Total unrecognized compensation cost | 16,609 | $ 16,609 | ||
Expenses expected to be recognized over a weighted average remaining period | 4 years 3 months 18 days | |||
Research and development expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 363 | 30 | $ 565 | 60 |
General and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 696 | $ 84 | $ 1,052 | $ 168 |
License and Acquisition Agree39
License and Acquisition Agreements - Biogen Asset Purchase Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
License and Acquisition Agreements | ||||||
Research and development | $ 17,200 | $ 9,272 | $ 29,831 | $ 12,417 | ||
Biogen Agreement | ||||||
License and Acquisition Agreements | ||||||
Upfront payment for exchange of rights | $ 11,500 | |||||
Technology transfer payment | 500 | |||||
Milestone payment upon achievement of clinical milestone event | 4,000 | $ 4,000 | ||||
One-time payment of upfront sublicense fee on retained contracts | 150 | |||||
Maximum aggregate obligation to pay insignificant annual maintenance fees as well as clinical and regulatory milestone payments | $ 1,575 | |||||
Notice period to terminate the agreement | 90 days | |||||
Uncured period causes termination of the agreement, due to insolvency or bankruptcy or for material breach of the agreement by the other party that remains uncured | 90 days | |||||
Notice period to terminate the agreement under payment-related breaches | 30 days | |||||
Research and development | $ 19 | $ 4,086 | $ 30 | $ 4,147 | ||
Maximum | Biogen Agreement | ||||||
License and Acquisition Agreements | ||||||
Milestone payment to be paid upon clinical and regulatory milestone achievement | $ 179,000 | |||||
Milestone payment to be paid upon net sales milestone achievement | $ 150,000 |
License and Acquisition Agree40
License and Acquisition Agreements - Novo Nordisk License Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
License and Acquisition Agreements | |||||
Research and development | $ 17,200 | $ 9,272 | $ 29,831 | $ 12,417 | |
Novo Nordisk Agreement | |||||
License and Acquisition Agreements | |||||
Upfront payment for exchange of rights | $ 1,500 | ||||
Consideration payable upon completion of the technology transfer | 150 | ||||
Milestone payment payable after achievement of specified milestones | $ 1,000 | ||||
Research and development expense, Milestone | 0 | 0 | |||
Research and development | $ 0 | $ 0 | $ 150 | $ 0 |
License and Acquisition Agree41
License and Acquisition Agreements - Primatope Stock Purchase Option Agreement (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Sep. 30, 2017USD ($)item | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jul. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | |
License and Acquisition Agreements | ||||||
Research and development | $ 17,200 | $ 9,272 | $ 29,831 | $ 12,417 | ||
Primatope Agreement | ||||||
License and Acquisition Agreements | ||||||
Percentage of capital stock available to purchase in call option | 100.00% | |||||
Upfront payment for initial option period | $ 500 | |||||
Payment for extension of option period for an additional three months | $ 500 | |||||
Upfront consideration payable on exercise of call option to acquire all outstanding equity | $ 10,000 | |||||
Research and development | $ 250 | $ 0 | $ 250 | $ 0 | ||
Maximum | Primatope Agreement | ||||||
License and Acquisition Agreements | ||||||
Number of extensions allowed for initial option period | item | 3 | |||||
Total aggregate extension payments | $ 800 | |||||
Milestone payments payable on exercise of call option to acquire all outstanding equity | $ 10,000 |
License and Acquisition Agree42
License and Acquisition Agreements - Regeneron License Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 18 Months Ended | |||
Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | |
License and Acquisition Agreements | |||||||
Research and development | $ 17,200 | $ 9,272 | $ 29,831 | $ 12,417 | |||
Regeneron Agreement | |||||||
License and Acquisition Agreements | |||||||
Upfront payment for exchange of rights | $ 5,000 | ||||||
Milestone payment to be paid upon regulatory milestone achievement | $ 27,500 | ||||||
Uncured period causes termination of the agreement, due to insolvency or bankruptcy or for material breach of the agreement by the other party that remains uncured | 90 days | ||||||
Research and development expense related to purchase of drug materials | $ 0 | ||||||
Notice period to terminate the agreement under payment-related breaches | 30 days | ||||||
Consecutive suspension of activities period for termination of agreement | 12 months | ||||||
Notice period to terminate the agreement | 180 days | ||||||
Notice period to terminate the agreement after US marketing approval of the developed product | 1 year | ||||||
Notice period to terminate the agreement if products are having safety concerns | 3 months | ||||||
Research and development | $ 1,201 | $ 0 | $ 1,577 | $ 0 |
License and Acquisition Agree43
License and Acquisition Agreements - MedImmune License Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
License and Acquisition Agreements | ||||||
Research and development | $ 17,200 | $ 9,272 | $ 29,831 | $ 12,417 | ||
MedImmune Agreement | ||||||
License and Acquisition Agreements | ||||||
Upfront payment for exchange of rights | $ 8,000 | |||||
Milestone payment to be paid upon specified milestone achievements for first two indications | 72,500 | |||||
Milestone payment to be paid upon regulatory milestone achievement | 10,000 | |||||
Accrued milestone payments | 10,000 | $ 10,000 | $ 10,000 | |||
Pass-through payment to be paid upon clinical milestone achievement | $ 5,000 | |||||
Milestone payment to be paid upon specified annual sales milestone achievements | 85,000 | |||||
Annual net sales excluding from calculation of specified annual net sales thresholds | 1,000,000 | |||||
Additional milestone payments payable after achievement of additional annual sales | $ 1,100,000 | |||||
Maximum percentage of royalty payable on annual net sales of licensed products | 20.00% | |||||
Notice period to terminate the agreement by both parties for material breaches | 90 days | |||||
Notice period to terminate the agreement | 90 days | |||||
Minimum | MedImmune Agreement | ||||||
License and Acquisition Agreements | ||||||
Additional specified annual net sales threshold for additional milestone payment. | $ 1,000,000 | |||||
Maximum | MedImmune Agreement | ||||||
License and Acquisition Agreements | ||||||
Milestone payment to be paid upon clinical and regulatory milestone achievement | $ 15,000 |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Net loss attributable to common shareholders | $ (20,259) | $ (11,203) | $ (36,241) | $ (16,143) |
Denominator: | ||||
Weighted average common shares outstanding - basic and diluted | 20,787,288 | 1,673,500 | 11,735,578 | 1,541,691 |
Net loss per share attributable to common shareholders - basic and diluted | $ (0.97) | $ (6.69) | $ (3.09) | $ (10.47) |
Net Loss per Share - Anti-dilut
Net Loss per Share - Anti-dilutive securities (Details) - shares | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Anti-dilutive securities excluded from computation of earnings per share | ||
Total, anti-dilutive securities excluded from computation of earnings per share | 6,217,509 | 28,301,960 |
Stock options | ||
Anti-dilutive securities excluded from computation of earnings per share | ||
Total, anti-dilutive securities excluded from computation of earnings per share | 4,805,037 | 2,933,491 |
Unvested restricted shares | ||
Anti-dilutive securities excluded from computation of earnings per share | ||
Total, anti-dilutive securities excluded from computation of earnings per share | 1,412,472 | 2,482,977 |
Convertible Preferred Shares (Series A, B and C) | ||
Anti-dilutive securities excluded from computation of earnings per share | ||
Total, anti-dilutive securities excluded from computation of earnings per share | 22,885,492 |
Commitments and Contingencies46
Commitments and Contingencies (Details) $ in Thousands | Mar. 13, 2018USD ($)ft² | Sep. 30, 2018USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2016ft² |
Future minimum lease payments under noncancelable operating lease commitments | |||||||||
Recorded rent expense | $ 276 | $ 97 | $ 403 | $ 194 | |||||
Manufacturing Commitments | |||||||||
Minimum payments committed | 13,375 | 13,375 | $ 7,766 | ||||||
Wellesley Hills office | |||||||||
Area of leased space after expansion | ft² | 10,800 | ||||||||
Monthly lease payments, inclusive of base rent and ancillary charges | $ 27 | ||||||||
Future minimum lease payments under noncancelable operating lease commitments | |||||||||
2,018 | 54 | 54 | |||||||
Lexington office | |||||||||
Area of leased space after expansion | ft² | 27,244 | ||||||||
Monthly lease payments, inclusive of base rent and ancillary charges | $ 70 | ||||||||
Prepayment for base rent | $ 67 | ||||||||
Future minimum lease payments under noncancelable operating lease commitments | |||||||||
2,018 | 285 | 285 | |||||||
2,019 | 872 | 872 | |||||||
2,020 | 872 | 872 | |||||||
2,021 | 508 | 508 | |||||||
Total | $ 2,537 | $ 2,537 |