Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 04, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-38693 | |
Entity Registrant Name | Allogene Therapeutics, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3562771 | |
Entity Address, Address Line One | 210 East Grand Avenue | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 457-2700 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | ALLO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 125,331,495 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001737287 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Shell Company | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 135,897 | $ 175,126 | |
Short-term investments | 357,026 | 355,407 | |
Prepaid expenses and other current assets | 11,491 | 14,043 | |
Total current assets | 504,414 | 544,576 | |
Long-term investments | 60,121 | 58,322 | |
Operating lease right-of-use asset | 43,836 | 44,495 | |
Property and equipment, net | 66,349 | 56,449 | |
Intangible assets, net | 0 | 151 | |
Restricted cash | 4,299 | 4,299 | |
Other long-term assets | 4,675 | 4,618 | |
Equity method investment | 4,829 | 4,892 | |
Total assets | 688,523 | 717,802 | |
Current liabilities: | |||
Accounts payable | 7,199 | 9,250 | |
Accrued and other current liabilities | 19,619 | 23,829 | |
Total current liabilities | 26,818 | 33,079 | |
Lease liability, noncurrent | 51,536 | 51,349 | |
Other long-term liabilities | 3,650 | 4,351 | |
Total liabilities | 82,004 | 88,779 | |
Commitments and Contingencies (Notes 6 and 7) | |||
Stockholders’ equity: | |||
Preferred stock, $0.001 par value: 10,000,000 shares authorized as of March 31, 2020 and December 31, 2019; no shares were issued and outstanding as of March 31, 2020 and December 31, 2019 | 0 | 0 | |
Common stock, $0.001 par value: 200,000,000 shares authorized as of March 31, 2020 and December 31, 2019; 125,262,537 and 124,267,358 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 125 | 124 | |
Additional paid-in capital | 1,055,386 | 1,023,876 | |
Accumulated deficit | (450,602) | (396,122) | |
Accumulated other comprehensive income | 1,610 | 1,145 | |
Total stockholders’ equity | 606,519 | 629,023 | |
Total liabilities and stockholders’ equity | $ 688,523 | $ 717,802 | |
[1] | The balance sheet as of December 31, 2019 is derived from the audited financial statements as of that date. |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 125,262,537 | 124,267,358 |
Common stock, shares outstanding (in shares) | 125,262,537 | 124,267,358 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating expenses: | ||
Research and development | $ 42,042 | $ 23,403 |
General and administrative | 15,641 | 13,058 |
Total operating expenses | 57,683 | 36,461 |
Loss from operations | (57,683) | (36,461) |
Interest and other income, net | 3,261 | 4,825 |
Other expenses | (58) | 0 |
Total other income (expense), net | 3,203 | 4,825 |
Loss before income taxes | (54,480) | (31,636) |
Benefit from income taxes | 0 | 50 |
Net loss | (54,480) | (31,586) |
Other comprehensive income: | ||
Net unrealized gain on available-for-sale investments | 465 | 1,099 |
Net comprehensive loss | $ (54,015) | $ (30,487) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.50) | $ (0.32) |
Weighted-average number of shares used in computing net loss per share, basic and diluted (in shares) | 108,963,522 | 97,315,890 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | |
Beginning balance (in shares) at Dec. 31, 2018 | 121,482,671 | |||||
Beginning balance at Dec. 31, 2018 | $ 703,164 | $ 121 | $ 914,265 | $ (211,528) | $ 306 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 7,867 | 7,867 | ||||
Employee stock purchase plan (in shares) | 44,649 | |||||
Employee stock purchase plan | 684 | 684 | ||||
Net loss | (31,586) | (31,586) | ||||
Net unrealized gain on available-for-sale investments | 1,099 | 1,099 | ||||
Ending balance (in shares) at Mar. 31, 2019 | 121,527,320 | |||||
Ending balance at Mar. 31, 2019 | $ 681,228 | $ 121 | 922,816 | (243,114) | 1,405 | |
Beginning balance (in shares) at Dec. 31, 2019 | 124,267,358 | 124,267,358 | ||||
Beginning balance at Dec. 31, 2019 | $ 629,023 | [1] | $ 124 | 1,023,876 | (396,122) | 1,145 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options and vesting of RSU's (in shares) | 339,775 | |||||
Issuance of common stock upon exercise of stock options and vesting of RSU's | 303 | $ 0 | 303 | |||
Vesting of early exercised common stock | 710 | 710 | ||||
Stock-based compensation | 14,215 | 14,215 | ||||
Employee stock purchase plan (in shares) | 84,565 | |||||
Employee stock purchase plan | 1,438 | 1,438 | ||||
Issuance of common stock from public offering (in shares) | 570,839 | |||||
Issuance of common stock from public offering, net of commissions and offering costs of $0.3 million | 14,845 | $ 1 | 14,844 | |||
Net loss | (54,480) | (54,480) | ||||
Net unrealized gain on available-for-sale investments | $ 465 | 465 | ||||
Ending balance (in shares) at Mar. 31, 2020 | 125,262,537 | 125,262,537 | ||||
Ending balance at Mar. 31, 2020 | $ 606,519 | $ 125 | $ 1,055,386 | $ (450,602) | $ 1,610 | |
[1] | The balance sheet as of December 31, 2019 is derived from the audited financial statements as of that date. |
Condensed Statement of Stockh_2
Condensed Statement of Stockholders' Equity (Deficit) (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | $ 0.3 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (54,480) | $ (31,586) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Stock-based compensation | 14,215 | 7,867 |
Amortization of other intangible assets acquired | 151 | 151 |
Depreciation and amortization | 1,893 | 544 |
Net amortization/accretion on investment securities | (207) | (1,223) |
Non-cash rent expense | 718 | 1,275 |
Benefit from income taxes | 0 | (50) |
Share of losses from equity method investments | 64 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 2,552 | (1,892) |
Other long-term assets | (57) | (188) |
Accounts payable | (1,044) | (348) |
Accrued and other current liabilities | (3,913) | (4,095) |
Other long-term liabilities | (701) | (711) |
Net cash used in operating activities | (40,809) | (30,256) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (12,253) | (10,423) |
Proceeds from maturities of investments | 120,261 | 95,708 |
Purchase of investments | (123,015) | (52,397) |
Net cash (used in) provided by investing activities | (15,007) | 32,888 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of commissions and issuance costs | 14,845 | 0 |
Proceeds from issuance of common stock and upon exercise of stock options | 303 | 0 |
Proceeds from issuance of common stock under the employee stock purchase plan | 1,438 | 684 |
Net cash provided by financing activities | 16,586 | 684 |
Net change in cash, cash equivalents and restricted cash | (39,230) | 3,316 |
Cash, cash equivalents and restricted cash — beginning of period | 179,425 | 93,731 |
Cash, cash equivalents and restricted cash — end of period | 140,195 | 97,047 |
Non-cash investing activities: | ||
Property and equipment purchases in accounts payable and accrued liabilities | 4,208 | 5,134 |
Supplemental disclosure: | ||
Cash paid for amounts included in the measurement of lease liabilities | 1,396 | 391 |
Cash received for amounts related to tenant improvement allowances | $ 532 | $ 0 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Allogene Therapeutics, Inc. (the Company or Allogene) was incorporated on November 30, 2017, in the State of Delaware and is headquartered in South San Francisco, California. Allogene is a clinical-stage immuno-oncology company pioneering the development and commercialization of genetically engineered allogeneic T cell therapies for the treatment of cancer. The Company is developing a pipeline of off-the-shelf T cell product candidates that are designed to target and kill cancer cells. Public Offerings In November 2019, the Company entered into a sales agreement with Cowen and Company, LLC (Cowen), under which the Company may from time to time issue and sell shares of its common stock through Cowen in at-the-market (ATM) offerings for an aggregate offering price of up to $250.0 million. The aggregate compensation payable to Cowen as the Company's sales agent equals up to 3.0% of the gross sales price of the shares sold through it pursuant to the sales agreement. In January 2020, the Company sold an aggregate of 570,839 shares of common stock in ATM offerings resulting in net proceeds of $14.8 million. Need for Additional Capital The Company has sustained operating losses and expects to continue to generate operating losses for the foreseeable future. The Company’s ultimate success depends on the outcome of its research and development activities. The Company had cash and cash equivalents and investments of $553.0 million as of March 31, 2020. Since inception through March 31, 2020, the Company has incurred cumulative net losses of $450.6 million. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company intends to raise additional capital through the issuance of equity securities, debt financings or other sources in order to further implement its business plan. However, if such financing is not available when needed and at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of its product candidates. The Company expects that its cash and cash equivalents and investments will be sufficient to fund its operations for a period of at least one year from the date the accompanying unaudited condensed financial statements are filed with the Securities and Exchange Commission (SEC). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results of operations and cash flows for the periods presented have been included. The condensed balance sheet as of March 31, 2020, the condensed statements of operations and comprehensive loss for the three months ended March 31, 2020 and 2019, the condensed statements of stockholders’ equity as of March 31, 2020 and 2019, the condensed statements of cash flows for the three months ended March 31, 2020 and 2019, and the financial data and other financial information disclosed in the notes to the condensed financial statements are unaudited. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020, or for any other future annual or interim period. These condensed financial statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2019, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2020. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include but are not limited to the fair value of common stock, the fair value of stock options, the fair value of convertible notes payable, income tax uncertainties, and certain accruals. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Significant Accounting Policies There have been no significant changes to the accounting policies during the three months ended March 31, 2020, as compared to the significant accounting policies described in Note 1 of the “Notes to Financial Statements” in the Company’s audited financial statements included in its Annual Report, with the exception of the recently adopted accounting pronouncements in the section below. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2019-11. The standard requires measurement and recognition of expected credit losses for financial assets by requiring an allowance to be recorded as an offset to the amortized cost of such assets. For available-for-sale debt securities, expected credit losses should be estimated when the fair value of the debt securities is below their associated amortized costs. This standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted beginning the first quarter of 2019. The Company’s financial instruments that are in the scope of ASU 2016-13 include, but are not limited to, other receivables and available-for-sale debt securities. The Company adopted this standard on January 1, 2020 and applied the modified retrospective approach. Adoption of the new guidance had no significant impact on the Company’s financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-15, Intangibles – Goodwill and other – Internal-Use Software (Subtopic 350-40) , which amended its guidance for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This new standard also requires customers to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted this standard on January 1, 2020, on a prospective basis for applicable implementation costs. Adoption of the new guidance had no significant impact on the Company’s financial statements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 , which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. In addition, Topic 808 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The Company adopted this standard on January 1, 2020. Adoption of the new guidance had no significant impact on the Company’s financial statements. In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12) , which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. This guidance will be effective for the Company in the first quarter of 2021 on a prospective basis, and early adoption is permitted. The Company early adopted this standard as of January 1, 2020 on a prospective basis in accordance with ASC 250, Accounting Changes and Error Corrections. The adoption resulted in the Company no longer needing to determine the tax effect from unrealized gains on available for sale securities, which previously had been disclosed in the condensed statement of operations as a benefit from income taxes. The impact of the adoption in the three months ended March 31, 2020 is that the benefit from income taxes in the condensed statement of operations and comprehensive loss is zero compared to recognition of a $0.1 million tax benefit for the three months ended March 31, 2019. Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued Accounting Standard Update No. 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323) , which clarifies the interactions between topics 321 and 323 in applying or discontinuing the equity method of accounting for investments. This guidance will be effective for the Company in the first quarter of 2021, and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The Company measures and reports its cash equivalents, restricted cash, and investments at fair value. Money market funds are measured at fair value on a recurring basis using quoted prices and are classified as Level 1. Investments are measured at fair value based on inputs other than quoted prices that are derived from observable market data and are classified as Level 2 inputs except for investments in U.S treasury securities which are classified as Level 1. There were no Level 3 assets or liabilities as of March 31, 2020 and as of December 31, 2019. Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of March 31, 2020 and as of December 31, 2019 are presented in the following tables: March 31, 2020 Level 1 Level 2 Level 3 Fair Value (in thousands) Financial Assets: Money market funds (1) $ 113,143 $ — $ — $ 113,143 Commercial paper — 25,786 — 25,786 Corporate bonds — 190,854 — 190,854 U.S. treasury securities 180,313 — — 180,313 U.S. agency securities — 29,192 — 29,192 Total financial assets $ 293,456 $ 245,832 $ — $ 539,288 December 31, 2019 Level 1 Level 2 Level 3 Fair Value (in thousands) Financial Assets: Money market funds (1) $ 122,900 $ — $ — $ 122,900 Corporate bonds — 205,011 — 205,011 U.S. treasury securities 181,894 — — 181,894 U.S. agency securities — 25,824 — 25,824 Certificates of deposit — 1,000 — 1,000 Total financial assets $ 304,794 $ 231,835 $ — $ 536,629 (1) Included within cash and cash equivalents on the Company’s balance sheets |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | Financial InstrumentsThe fair value and amortized cost of cash equivalents and available-for-sale securities by major security type as of March 31, 2020 and as of December 31, 2019 are presented in the following tables: March 31, 2020 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Money market funds $ 113,143 $ — $ — $ 113,143 Commercial paper 25,786 — — 25,786 Corporate bonds 190,625 505 (276) 190,854 U.S. treasury securities 178,695 1,618 — 180,313 U.S. agency securities 28,986 207 (1) 29,192 Total cash equivalents and investments $ 537,235 $ 2,330 $ (277) $ 539,288 Classified as: Cash equivalents $ 122,141 Short-term investments 357,026 Long-term investments 60,121 Total cash equivalents and investments $ 539,288 December 31, 2019 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Money market funds $ 122,900 $ — $ — $ 122,900 Corporate bonds 204,144 871 (4) 205,011 U.S. treasury securities 181,340 557 (3) 181,894 U.S. agency securities 25,658 167 (1) 25,824 Certificates of deposit 1,000 — — 1,000 Total cash equivalents and investments $ 535,042 $ 1,595 $ (8) $ 536,629 Classified as: Cash equivalents $ 122,900 Short-term investments 355,407 Long-term investments 58,322 Total cash equivalents and investments $ 536,629 As of March 31, 2020, the remaining contractual maturities of available-for-sale securities were less than 3 years. There have been no significant realized losses on available-for-sale securities for the period presented. As of March 31, 2020, unrealized losses on available-for-sale investments are not attributed to credit risk. The Company believes that it is more-likely-than-not that investments in an unrealized loss position will be held until maturity or the recovery of the cost basis of the investment. The Company believes that an allowance for credit losses is unnecessary because the unrealized losses on certain of the Company’s marketable securities are due to market factors. To date, the Company has not recorded any impairment charges on marketable securities. |
Balance Sheets Components
Balance Sheets Components | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheets Components | Balance Sheets Components Property and Equipment Property and Equipment consist of the following: March 31, December 31, (In thousands) Leasehold improvements $ 31,516 $ 29,924 Construction in progress 21,653 12,390 Laboratory equipment 13,967 13,117 Computers equipment and purchased software 3,774 3,726 Furniture and fixtures 2,804 2,764 Total 73,714 61,921 Less: accumulated depreciation (7,365) (5,472) Total property and equipment, net $ 66,349 $ 56,449 |
License Agreements
License Agreements | 3 Months Ended |
Mar. 31, 2020 | |
Research and Development [Abstract] | |
License Agreements | License Agreements Asset Contribution Agreement with Pfizer In April 2018, the Company entered into an Asset Contribution Agreement (the Pfizer Agreement) with Pfizer pursuant to which the Company acquired certain assets, including certain contracts and intellectual property for the development and administration of chimeric antigen receptor (CAR) T cells for the treatment of cancer. The Company is required to make milestone payments upon successful completion of regulatory and sales milestones on a target-by-target basis for the targets including CD19 and B-cell maturation antigen (BCMA), covered by the Pfizer Agreement. The aggregate potential milestone payments upon successful completion of various regulatory milestones in the United States and the European Union are $30.0 million or $60.0 million, depending on the target, with aggregate potential regulatory and development milestones of up to $840.0 million, provided that the Company is not obligated to pay a milestone for regulatory approval in the European Union for an anti-CD19 allogeneic CAR T cell product, to the extent Servier has commercial rights to such territory. The aggregate potential milestone payments upon reaching certain annual net sales thresholds in North America, Europe, Asia, Australia and Oceania (the Territory) for a certain number of targets covered by the Pfizer Agreement are $325.0 million per target. The sales milestones in the foregoing sentence are payable on a country-by-country basis until the last to expire of any Pfizer Royalty Term, as described below, for any product in such country in the Territory. In October 2019, the Territory was expanded to all countries in the world. No milestone or royalty payments were made in the three months ended March 31, 2020 and 2019 respectively. Pfizer is also eligible to receive, on a product-by-product and country-by-country basis, royalties in single-digit percentages on annual net sales for products covered by the Pfizer Agreement or that use certain Pfizer intellectual property and for which an investigational new drug application (IND) is first filed on or before April 6, 2023. The Company’s royalty obligation with respect to a given product in a given country begins upon the first sale of such product in such country and ends on the later of (i) expiration of the last claim of any applicable patent or (ii) 12 years from the first sale of such product in such country. Research Collaboration and License Agreement with Cellectis As part of the Pfizer Agreement, Pfizer assigned to the Company a Research Collaboration and License Agreement (the Original Cellectis Agreement) with Cellectis S.A. (Cellectis). On March 8, 2019, the Company entered into a License Agreement (the Cellectis Agreement) with Cellectis. In connection with the execution of the Cellectis Agreement, on March 8, 2019, the Company and Cellectis also entered into a letter agreement (the Letter Agreement), pursuant to which the Company and Cellectis agreed to terminate the Original Cellectis Agreement. The Original Cellectis Agreement included a research collaboration to conduct discovery and pre-clinical development activities to generate CAR T cells directed at targets selected by each party, which was completed in June 2018. Pursuant to the Cellectis Agreement, Cellectis granted to the Company an exclusive, worldwide, royalty-bearing license, on a target-by-target basis, with sublicensing rights under certain conditions, under certain of Cellectis’s intellectual property, including its TALEN and electroporation technology, to make, use, sell, import, and otherwise exploit and commercialize CAR T products directed at certain targets, including BCMA, FLT3, DLL3 and CD70 (the Allogene Targets), for human oncologic therapeutic, diagnostic, prophylactic and prognostic purposes. In addition, certain Cellectis intellectual property rights granted by Cellectis to the Company and to Servier pursuant to the Exclusive License and Collaboration Agreement by and between Servier and Pfizer, dated October 30, 2016, which Pfizer assigned to the Company in April 2018, will survive the termination of the Original Cellectis Agreement. Pursuant to the Cellectis Agreement, the Company granted Cellectis a non-exclusive, worldwide, royalty-free, perpetual and irrevocable license, with sublicensing rights under certain conditions, under certain of the Company's intellectual property, to make, use, sell, import and otherwise commercialize CAR T products directed at certain targets (the Cellectis Targets). The Cellectis Agreement provides for development and sales milestone payments by the Company of up to $185.0 million per product that is directed against an Allogene Target, with aggregate potential development and sales milestone payments totaling up to $2.8 billion. Cellectis is also eligible to receive tiered royalties on annual worldwide net sales of any products that are commercialized by the Company that contain or incorporate, are made using or are claimed or covered by, Cellectis intellectual property licensed to the Company under the Cellectis Agreement (the Allogene Products), at rates in the high single-digit percentages. Such royalties may be reduced, on a licensed product-by-licensed product and country-by-country basis, for generic entry and for payments due under licenses of third party patents. Pursuant to the Cellectis Agreement, and subject to certain exceptions, the Company is required to indemnify Cellectis against all third party claims related to the development, manufacturing, commercialization or use of any Allogene Product or arising out of the Company’s material breach of the representations, warranties or covenants set forth in the Cellectis Agreement, and Cellectis is required, subject to certain exceptions, to indemnify the Company against all third party claims related to the development, manufacturing, commercialization or use of CAR T products directed at Cellectis Targets or arising out of Cellectis’s material breach of the representations, warranties or covenants set forth in the Cellectis Agreement. The royalties are payable, on a licensed product-by-licensed product and country-by-country basis, until the later of (i) the expiration of the last to expire of the licensed patents covering such product; (ii) the loss of regulatory exclusivity afforded such product in such country, and (iii) the tenth anniversary of the date of the first commercial sale of such product in such country; however, in no event shall such royalties be payable, with respect to a particular licensed product, past the twentieth anniversary of the first commercial sale for such product. Depending on the Cellectis Target, the Company has a right of first refusal or right of first negotiation to purchase or license from Cellectis rights to develop and commercialize products against such Cellectis Targets. Under the Cellectis Agreement, the Company has certain diligence obligations to progress the development of CAR T product candidates and to commercialize one CAR T product per Allogene Target in one major market country where the Company has received regulatory approval. If the Company materially breaches any of its diligence obligations and fails to cure within 90 days, then with respect to certain targets, such target will cease to be an Allogene Target and instead will become a Cellectis Target. Unless earlier terminated in accordance with its terms, the Cellectis Agreement will expire on a product-by-product and country-by-country basis, upon expiration of all royalty payment obligations with respect to such licensed product in such country. The Company has the right to terminate the Cellectis Agreement at will upon 60 days’ prior written notice, either in its entirety or on a target-by-target basis. Either party may terminate the Cellectis Agreement, in its entirety or on a target-by-target basis, upon 90 days’ prior written notice in the event of the other party’s uncured material breach. The Cellectis Agreement may also be terminated by the Company upon written notice at any time in the event that Cellectis becomes bankrupt or insolvent or upon written notice within 60 days of a consummation of a change of control of Cellectis. All costs the Company incurred in connection with this agreement were recognized as research and development expenses. For the three months ended March 31, 2020 and 2019, zero costs were incurred related to the achievement of a clinical development milestone under this agreement. For the three months ended March 31, 2020 and 2019, zero costs were incurred associated with research services performed by Cellectis under this agreement. License and Collaboration Agreement with Servier As part of the Pfizer Agreement, Pfizer assigned to the Company an Exclusive License and Collaboration Agreement (the Servier Agreement), with Les Laboratoires Servier SAS and Institut de Recherches Internationales Servier SAS (collectively, Servier) to develop, manufacture and commercialize certain allogeneic anti-CD19 CAR T cell product candidates, including UCART19, in the United States with the option to obtain the rights over additional anti-CD19 product candidates and for allogeneic CAR T cell product candidates directed against one additional target. In October 2019, the Company agreed to waive its rights to the one additional target. Under the Servier Agreement, the Company has an exclusive license to develop, manufacture and commercialize UCART19 in the field of anti-tumor adoptive immunotherapy in the United States, with an exclusive option to obtain the same rights for additional product candidates in the United States and, if Servier does not elect to pursue development or commercialization of those product candidates in certain markets outside of the United States pursuant to its license, outside of the United States as well. The Company is not required to make any additional payments to Servier to exercise an option. If the Company opts-in to another product candidate, Servier has the right to obtain rights to such product candidate outside the United States and to share development costs for such product candidate. Under the Servier Agreement, the Company is required to use commercially reasonable efforts to develop and obtain marketing approval in the United States in the field of anti-tumor adoptive immunotherapy for at least one product directed against CD19, and Servier is required to use commercially reasonable efforts to develop and obtain marketing approval in the European Union, and one other country in a group of specified countries outside of the European Union and the United States, in the field of anti-tumor adoptive immunotherapy for at least one allogeneic adaptive T cell product directed against a certain Company-selected target. For product candidates that the Company is co-developing with Servier, including UCART19, ALLO-501 and ALLO-501A, the Company is responsible for 60% of the specified development costs and Servier is responsible for the remaining 40% of the specified development costs under the applicable global research and development plan. Subject to certain restrictions, each party has the right to conduct activities that are specific to its territory outside the global research and development plan at such party’s sole expense. In addition, each party is solely responsible for commercialization activities in its territory at such party’s sole expense. The Company is required to make milestone payments to Servier upon successful completion of regulatory and sales milestones. The Servier Agreement provides for aggregate potential payments by the Company to Servier of up to $137.5 million upon successful completion of various regulatory milestones, and aggregate potential payments by the Company to Servier of up to $78.0 million upon successful completion of various sales milestones. Similarly, Servier is required to make milestone payments upon successful completion of regulatory and sales milestones for products directed at the Allogene-target covered by the Servier Agreement that achieves such milestones. The total potential payments that Servier is obligated to make to the Company under the Servier Agreement upon successful completion of regulatory and sales milestones are $42 million and €70.5 million ($77.4 million), respectively. The foregoing milestones are subject to certain adjustments if the Company obtains rights for certain products outside of the United States upon Servier’s election not to pursue such rights. Each party is also eligible to receive tiered royalties on annual net sales in countries within the paying party’s respective territory of any licensed products that are commercialized by such party that are directed at the targets licensed by such party under the Servier Agreement. The royalty rates are in a range from the low tens to the high teen percentages. Such royalties may be reduced for interchangeable drug entry, expiration of patent rights and amounts paid pursuant to licenses of third-party patents. The royalty obligation for each party with respect to a given licensed product in a given country in each party’s respective territory (the Servier Royalty Term) begins upon the first commercial sale of such product in such country and ends after a defined number of years. Unless earlier terminated in accordance with the Servier Agreement, the Servier Agreement will continue, on a licensed product-by-licensed product and country-by-country basis, until the Servier Royalty Term with respect to the sale of such licensed product in such country expires. For the three months ended March 31, 2020, the Company recorded $1.0 million of net cost recoveries under the cost-sharing terms of the Servier Agreement as a reduction to research and development expenses. For the three months ended March 31, 2019, the Company recorded $0.7 million of costs as research and development expenses. As of March 31, 2020, amounts due from Servier of $0.2 million were recorded in other current assets in the accompanying condensed balance sheet. As of December 31, 2019, amounts due to Servier of $2.2 million were recorded in accrued and other current liabilities in the accompanying balance sheets. Research Collaboration and License Agreement with Notch On November 1, 2019, the Company entered into a Collaboration and License Agreement (the Notch Agreement) with Notch Therapeutics Inc. (Notch), pursuant to which Notch granted to Allogene an exclusive, worldwide, royalty-bearing, sublicensable license under certain of Notch’s intellectual property to develop, make, use, sell, import, and otherwise commercialize therapeutic gene-edited T cell and/or natural killer (NK) cell products from induced pluripotent stem cells directed at certain CAR targets for initial application in non-Hodgkin lymphoma, acute lymphoblastic leukemia and multiple myeloma. In addition, Notch has granted Allogene an option to add certain specified targets to its exclusive license in exchange for an agreed per-target option fee. The Notch Agreement includes a research collaboration to conduct research and pre-clinical development activities to generate engineered cells directed to Allogene’s exclusive targets, which will be conducted in accordance with an agreed research plan and budget under the oversight of a joint development committee. Allogene will reimburse Notch’s costs incurred in accordance with such plan and budget. The term of the research collaboration will expire upon the earlier of (i) the fifth anniversary of the date of the Notch Agreement, (ii) at Allogene’s election, following the joint development committee’s determination that for each exclusive target, Notch has met certain success criteria, or (iii) the joint development committee’s determination that the research collaboration cannot be reasonably pursued against any exclusive target due to technical infeasibility or safety issues. In connection with the execution of the Notch Agreement, Allogene made an upfront payment to Notch of $10.0 million in return for a license to access Notch's technology in order to conduct research pursuant to the Notch Agreement. The Company recognized a research and development expense of $10 million during the year to December 31, 2019 as the license had no foreseeable alternative future use. In addition, Allogene made a $5.0 million investment in Notch’s series seed convertible preferred stock, resulting in Allogene having a 25% ownership interest in Notch’s outstanding capital stock on a fully diluted basis immediately following the investment. In connection with this investment, David Chang, M.D., Ph.D., the Company's President, Chief Executive Officer and Board member, was appointed to Notch’s board of directors. Under the Notch Agreement, Notch will be eligible to receive up to $7.25 million upon achieving certain agreed research milestones, up to $4.0 million per exclusive target upon achieving certain pre-clinical development milestones, and up to $283.0 million per exclusive target and cell type (i.e., T cell or NK cell) upon achieving certain clinical, regulatory and commercial milestones. Notch is also entitled to receive tiered royalties in the mid to high single digit range on Allogene’s sales of licensed products, subject to certain reductions, for a term, on a country-by-country and product-by-product basis, commencing on first commercial sale of such product in such country and continuing until the latest of (i) the date upon which there is no valid claim of the licensed patents in such country of sale that covers such product, (ii) the expiration of applicable data or other regulatory exclusivity in such country of sale or (iii) a defined period from the first commercial sale of such product in such country. The terms of the Notch Agreement will continue on a product-by-product and country-by-country basis until Allogene’s payment obligations with respect to such product in such country have expired. Following such expiration, Allogene’s license with respect to such product and country shall be perpetual, irrevocable, fully paid up and royalty-free. Allogene may terminate the Collaboration Agreement in whole or on a product-by-product basis upon ninety days’ prior written notice to Notch. Either party may also terminate the Collaboration Agreement with written notice upon material breach by the other party, if such breach has not been cured within a defined period of receiving such notice, or in the event of the other party’s insolvency. The Company has determined that Notch continues to be a variable interest entity as of March 31, 2020. The Company does not have the power to direct the activities which most significantly affect Notch's economic performance. Accordingly, for the three months ended March 31, 2020, the Company did not consolidate Notch because the Company determined that it was not the primary beneficiary. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases In August 2018, the Company entered into an operating lease agreement for new office and laboratory space which consists of approximately 68,000 square feet located in South San Francisco, California. The lease term is 127 months beginning August 2018 through February 2029 with an option to extend the term for another seven years which is not reasonably assured of exercise. The Company has made certain tenant improvements, including the addition of laboratory space, and has received $4.5 million of tenant improvement allowances up to March 31, 2020. The rent payments began on March 1, 2019 after an abatement period. In October 2018, the Company entered into an operating lease agreement for new office and laboratory space which consists of 14,943 square feet located in South San Francisco, California. The lease term is 124 months beginning November 2018 through February 2029, with an option to extend the term for another seven years which is not reasonably assured of exercise. The Company has made certain tenant improvements, including the upgrading of current office and laboratory space with a lease incentive allowance of $0.8 million. Rent payments began in November 2018. In February 2019, the Company entered into a lease agreement for approximately 118,000 square feet of space to develop a cell therapy manufacturing facility in Newark, California. The lease has a term of 188 months and is expected to commence in April 2020. Upon certain conditions, the Company has two ten The Company maintained letters of credit for the benefit of landlords in the amount of $4.3 million which is disclosed a restricted cash as of March 31, 2020 and December 31, 2019, respectively. The balance sheet classification of our lease liabilities were as follows (in thousands): March 31, 2020 December 31, 2019 Operating lease liabilities Current portion included in accrued and other current liabilities $ 1,807 $ 1,679 Long-term portion of lease liabilities 51,536 51,349 Total operating lease liabilities $ 53,343 $ 53,028 The components of lease costs for operating leases, which were recognized in operating expenses, were as follows (in thousands): Three Months Ended March 31 2020 2019 Operating lease cost $ 1,868 $ 1,351 Variable lease cost 210 139 Total lease costs $ 2,078 $ 1,490 Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2020 was $1.4 million and was included in net cash used in operating activities in our condensed statements of cash flows. The undiscounted future lease payments under the lease agreements as of March 31, 2020 were as follows (in thousands: Year ending December 31: 2020 (remaining 9 months) $ 4,236 2021 7,633 2022 7,951 2023 8,203 2024 8,467 2025 and thereafter 55,398 Total undiscounted lease payments 91,888 Less: Present value adjustment (34,736) Less: Tenant improvement allowance (3,809) Total $ 53,343 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, we use our estimated incremental borrowing rate. The weighted average discount rate used to determine the operating lease liability was 8.34%. As of March 31, 2020, the weighted average remaining lease term for our operating leases is 10.7 years. Other Commitments The Company has entered into certain license agreements for intellectual property which is used as part of our development and manufacturing processes. Each of these respective agreements are generally cancellable by the Company. These agreements require payment of annual license fees and may include conditional milestone payments for achievement of specific research, clinical and commercial events, and royalty payments. The timing and likelihood of any significant conditional milestone payments or royalty payments becoming due was not probable as of March 31, 2020. The Company enters into contracts in the normal course of business that includes arrangements with clinical research organizations, vendors for preclinical research and vendors for manufacturing. These agreements generally allow for cancellation with notice. As of March 31, 2020, the Company had non-cancellable purchase commitments of $5.3 million. |
Equity Method Investment
Equity Method Investment | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | Equity Method Investment In conjunction with the execution of the Notch Agreement (see Note 6), the Company also entered into a Share Purchase Agreement (“Notch Investment Agreement”) with the Company acquiring shares of Notch’s Series Seed convertible preferred stock for a total investment cost of $5.1 million which includes transaction costs of $0.1 million, resulting in a 25% ownership interest in Notch. The Company’s total equity investment in Notch as of March 31, 2020 and December 31, 2019 was $4.8 million and $4.9 million, respectively, and the Company accounted for the investment using the equity method of accounting. During the three months ended March 31, 2020, the Company recognized its share of Notch's net loss under the other expenses caption within the condensed statements of operations. The Company's share of Notch's net loss was $0.1 million for the three months ended March 31, 2020. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In June 2018, the Company adopted the 2018 Equity Incentive Plan (2018 Plan). The 2018 Plan provided for the Company to sell or issue common stock or restricted common stock, or to grant incentive stock options or nonqualified stock options for the purchase of common stock, to employees, members of the Company’s board of directors and consultants of the Company under terms and provisions established by the Company’s board of directors. In October 2018, the Board of Directors approved an amendment and restatement of the 2018 Plan, increasing the shares of common stock issuable under the 2018 Plan as well as allowing for an automatic annual increase to the shares issuance under the 2018 Plan to the amount equal to 5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year. The term of any stock option granted under the 2018 Plan cannot exceed 10 years. The Company generally grants stock-based awards with service conditions only. Options shall not have an exercise price less than 100% of the fair market value of the Company’s common stock on the grant date. Options granted typically vest over a four As of March 31, 2020, there were 12,448,841 shares reserved by the Company under the 2018 Plan for the future issuance of equity awards. Stock Option Activity The following summarizes option activity under the 2018 Plan: Outstanding Options Number of Options Weighted- Average Exercise Price Weighted- Aggregate intrinsic value (in years) (in thousands) Balance, December 31, 2019 9,190,522 $ 14.51 8.82 $ 110,490 Granted 2,675,672 18.38 Exercised (105,895) 2.87 Forfeited (132,910) 9.58 Balance, March 31, 2020 11,627,389 $ 15.56 8.87 $ 77,096 Exercisable, March 31, 2020 6,716,452 $ 13.66 8.90 $ 51,873 Vested and expected to vest, March 31, 2020 11,627,389 $ 15.56 8.87 $ 77,096 The aggregate intrinsic values of options exercised, outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the closing price of the Company’s common stock on the Nasdaq Global Select Market on March 31, 2020. For the three months ended March 31, 2020, the estimated weighted-average grant-date fair value of employee options granted was $18.41 per share. As of March 31, 2020, there was $98.2 million of unrecognized stock-based compensation related to unvested stock options, which is expected to be recognized over a weighted-average period of 3 years, 45 days. The fair value of employee, consultant and director stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Three Months Ended March 31, 2020 2019 Expected term in years 6.07 - 6.09 5.99 - 6.25 Expected volatility 71.42% 74.84% Expected risk-free interest rate 0.80% - 1.65% 2.45% - 2.62% Expected dividend 0% 0% Expected term — The expected term represents the period that stock-based awards are expected to be outstanding. The expected term for option grants is determined using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the stock-based awards. Expected volatility — The Company uses an average historical stock price volatility of comparable public companies within the biotechnology and pharmaceutical industry that were deemed to be representative of future stock price trends as the Company does not have sufficient trading history for its common stock. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Risk-free interest rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected dividend —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. Restricted Stock Unit Activity The following summarizes restricted stock unit activity under the 2018 Plan: Outstanding Restricted Stock Units Restricted Stock Units Weighted- Average Fair Value at Date of Grant per Share Weighted Average Remaining Vesting Life Aggregate Intrinsic Value (in years) (in thousands) Unvested December 31, 2019 1,941,155 $ 27.45 1.98 $50,431 Granted 885,267 18.55 2.44 Vested (270,751) 27.32 Forfeited (21,000) 28.19 Unvested March 31, 2020 2,534,671 $ 24.35 2.17 $49,274 Vested and expected to vest, March 31, 2020 2,534,671 $ 24.35 2.17 $49,274 As of March 31, 2020, there was $55.3 million of unrecognized stock-based compensation related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 3 years, 133 days. Total stock-based compensation related to stock options, restricted stock units, employee stock purchase plan and vesting of the founders’ common stock was as follows (in thousands): Three Months Ended March 31 2020 2019 Research and development $ 6,657 $ 2,732 General and administrative 7,558 5,135 Total stock-based compensation $ 14,215 $ 7,867 Early Exercised Options The Company allows certain of its employees and its directors to exercise options granted under the 2018 Plan prior to vesting. The shares related to early exercised stock options are subject to the Company’s lapsing repurchase right upon termination of employment or service on the Company’s board of directors at the lesser of the original purchase price or fair market value at the time of repurchase. In order to vest, the holders are required to provide continued service to the Company. The proceeds are initially recorded in accrued and other liabilities for the current portion, and other long-term liabilities for the non-current portion. The proceeds are reclassified to paid-in capital as the repurchase right lapses. As of March 31, 2020 and 2019 there was $2.8 million and $5.3 million recorded in accrued and other liabilities and $3.2 million and $6.1 million recorded in other long-term liabilities related to shares held by employees and directors that were subject to repurchase. The underlying shares are shown as outstanding in the condensed financial statements since the exercise date. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of March 31, 2020, Pfizer held 22,032,040 shares of Common Stock and had appointed one member to the Company’s board of directors. In April 2018, the Company and Pfizer entered into a transition services agreement (the Pfizer TSA) for Pfizer to provide professional services to the Company related to research and development, project management, and other administrative functions. In September 2019, the Company and Pfizer terminated the Pfizer TSA. For the three months ended March 31, 2020 and 2019, the costs incurred under the Pfizer TSA were zero and $2.7 million, respectively. The Company also purchased certain lab supplies from Pfizer in connection with its research and development activities. For the three months ended March 31, 2020 and 2019, the total lab supplies and services purchased from Pfizer were zero and $0.6, million respectively. As of March 31, 2020 and December 31, 2019, the Company had an amount payable to Pfizer of zero and $1.7 million, respectively, which was recorded in the accrued and other current liabilities on the accompanying condensed balance sheets. Sublease Agreement In December 2018, the Company entered into a sublease with Bellco Capital LLC (Bellco) for 1,293 square feet of office space in Los Angeles California for a three In February 2019, the Company subleased 2,180 square feet of its office space in New York, New York, to ByHeart, Inc.(ByHeart), formerly known as Second Science, Inc. ByHeart is a development-stage infant formula company. Certain of the Company’s board members and executive officers have beneficial ownership in ByHeart and two serve on the board of directors of ByHeart. In September 2019, the Company entered into an amendment to the sublease agreement and increased the subleased space to 2,907 square feet. Sublease income for the three months ended March 31, 2020 and 2019 was $0.1 million and was recognized as other income. Consulting Agreements In June 2018, the Company entered into a services agreement with Two River Consulting LLC (Two River) a firm affiliated with the Company’s President and Chief Executive Officer, the Company’s Executive Chairman of the board of directors, and a director of the Company to provide various managerial, administrative, accounting and financial services to the Company. The costs incurred for services provided under this agreement were $0.1 million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company has a history of losses, and expects to record a loss in 2020. The Company continues to maintain a full valuation allowance against its net deferred tax assets. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per ShareThe following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the period presented due to their anti-dilutive effect: March 31, 2020 2019 Stock options to purchase common stock 11,627,389 8,939,556 Restricted stock units subject to vesting 2,534,671 1,102,028 Expected shares to be purchased under Employee Stock Purchase Plan 226,459 265,455 Founder's shares of common stock subject to future vesting 12,115,382 18,173,066 Early exercised stock options subject to future vesting 2,678,501 5,020,580 Total 29,182,402 33,500,685 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsNone. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results of operations and cash flows for the periods presented have been included. The condensed balance sheet as of March 31, 2020, the condensed statements of operations and comprehensive loss for the three months ended March 31, 2020 and 2019, the condensed statements of stockholders’ equity as of March 31, 2020 and 2019, the condensed statements of cash flows for the three months ended March 31, 2020 and 2019, and the financial data and other financial information disclosed in the notes to the condensed financial statements are unaudited. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include but are not limited to the fair value of common stock, the fair value of stock options, the fair value of convertible notes payable, income tax uncertainties, and certain accruals. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. |
Significant Accounting Policies | Significant Accounting Policies There have been no significant changes to the accounting policies during the three months ended March 31, 2020, as compared to the significant accounting policies described in Note 1 of the “Notes to Financial Statements” in the Company’s audited financial statements included in its Annual Report, with the exception of the recently adopted accounting pronouncements in the section below. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2019-11. The standard requires measurement and recognition of expected credit losses for financial assets by requiring an allowance to be recorded as an offset to the amortized cost of such assets. For available-for-sale debt securities, expected credit losses should be estimated when the fair value of the debt securities is below their associated amortized costs. This standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted beginning the first quarter of 2019. The Company’s financial instruments that are in the scope of ASU 2016-13 include, but are not limited to, other receivables and available-for-sale debt securities. The Company adopted this standard on January 1, 2020 and applied the modified retrospective approach. Adoption of the new guidance had no significant impact on the Company’s financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-15, Intangibles – Goodwill and other – Internal-Use Software (Subtopic 350-40) , which amended its guidance for costs of implementing a cloud computing service arrangement and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This new standard also requires customers to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The guidance is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company adopted this standard on January 1, 2020, on a prospective basis for applicable implementation costs. Adoption of the new guidance had no significant impact on the Company’s financial statements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 , which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. In addition, Topic 808 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The Company adopted this standard on January 1, 2020. Adoption of the new guidance had no significant impact on the Company’s financial statements. In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12) , which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. This guidance will be effective for the Company in the first quarter of 2021 on a prospective basis, and early adoption is permitted. The Company early adopted this standard as of January 1, 2020 on a prospective basis in accordance with ASC 250, Accounting Changes and Error Corrections. The adoption resulted in the Company no longer needing to determine the tax effect from unrealized gains on available for sale securities, which previously had been disclosed in the condensed statement of operations as a benefit from income taxes. The impact of the adoption in the three months ended March 31, 2020 is that the |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In January 2020, the FASB issued Accounting Standard Update No. 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323) , which clarifies the interactions between topics 321 and 323 in applying or discontinuing the equity method of accounting for investments. This guidance will be effective for the Company in the first quarter of 2021, and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Assets And Liabilities Subject To Fair Value Measurements On Recurring Basis And Level Of Inputs Used In Such Measurements By Major Security Type | Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of March 31, 2020 and as of December 31, 2019 are presented in the following tables: March 31, 2020 Level 1 Level 2 Level 3 Fair Value (in thousands) Financial Assets: Money market funds (1) $ 113,143 $ — $ — $ 113,143 Commercial paper — 25,786 — 25,786 Corporate bonds — 190,854 — 190,854 U.S. treasury securities 180,313 — — 180,313 U.S. agency securities — 29,192 — 29,192 Total financial assets $ 293,456 $ 245,832 $ — $ 539,288 December 31, 2019 Level 1 Level 2 Level 3 Fair Value (in thousands) Financial Assets: Money market funds (1) $ 122,900 $ — $ — $ 122,900 Corporate bonds — 205,011 — 205,011 U.S. treasury securities 181,894 — — 181,894 U.S. agency securities — 25,824 — 25,824 Certificates of deposit — 1,000 — 1,000 Total financial assets $ 304,794 $ 231,835 $ — $ 536,629 (1) Included within cash and cash equivalents on the Company’s balance sheets |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Fair Value and Amortized Cost | The fair value and amortized cost of cash equivalents and available-for-sale securities by major security type as of March 31, 2020 and as of December 31, 2019 are presented in the following tables: March 31, 2020 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Money market funds $ 113,143 $ — $ — $ 113,143 Commercial paper 25,786 — — 25,786 Corporate bonds 190,625 505 (276) 190,854 U.S. treasury securities 178,695 1,618 — 180,313 U.S. agency securities 28,986 207 (1) 29,192 Total cash equivalents and investments $ 537,235 $ 2,330 $ (277) $ 539,288 Classified as: Cash equivalents $ 122,141 Short-term investments 357,026 Long-term investments 60,121 Total cash equivalents and investments $ 539,288 December 31, 2019 Amortized Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Money market funds $ 122,900 $ — $ — $ 122,900 Corporate bonds 204,144 871 (4) 205,011 U.S. treasury securities 181,340 557 (3) 181,894 U.S. agency securities 25,658 167 (1) 25,824 Certificates of deposit 1,000 — — 1,000 Total cash equivalents and investments $ 535,042 $ 1,595 $ (8) $ 536,629 Classified as: Cash equivalents $ 122,900 Short-term investments 355,407 Long-term investments 58,322 Total cash equivalents and investments $ 536,629 |
Balance Sheets Components (Tabl
Balance Sheets Components (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment | Property and Equipment consist of the following: March 31, December 31, (In thousands) Leasehold improvements $ 31,516 $ 29,924 Construction in progress 21,653 12,390 Laboratory equipment 13,967 13,117 Computers equipment and purchased software 3,774 3,726 Furniture and fixtures 2,804 2,764 Total 73,714 61,921 Less: accumulated depreciation (7,365) (5,472) Total property and equipment, net $ 66,349 $ 56,449 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Liabilities | The balance sheet classification of our lease liabilities were as follows (in thousands): March 31, 2020 December 31, 2019 Operating lease liabilities Current portion included in accrued and other current liabilities $ 1,807 $ 1,679 Long-term portion of lease liabilities 51,536 51,349 Total operating lease liabilities $ 53,343 $ 53,028 |
Schedule of Lease Costs | The components of lease costs for operating leases, which were recognized in operating expenses, were as follows (in thousands): Three Months Ended March 31 2020 2019 Operating lease cost $ 1,868 $ 1,351 Variable lease cost 210 139 Total lease costs $ 2,078 $ 1,490 |
Summary of Future Lease Payments Under Lease Liability | The undiscounted future lease payments under the lease agreements as of March 31, 2020 were as follows (in thousands: Year ending December 31: 2020 (remaining 9 months) $ 4,236 2021 7,633 2022 7,951 2023 8,203 2024 8,467 2025 and thereafter 55,398 Total undiscounted lease payments 91,888 Less: Present value adjustment (34,736) Less: Tenant improvement allowance (3,809) Total $ 53,343 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity Under Plan | The following summarizes option activity under the 2018 Plan: Outstanding Options Number of Options Weighted- Average Exercise Price Weighted- Aggregate intrinsic value (in years) (in thousands) Balance, December 31, 2019 9,190,522 $ 14.51 8.82 $ 110,490 Granted 2,675,672 18.38 Exercised (105,895) 2.87 Forfeited (132,910) 9.58 Balance, March 31, 2020 11,627,389 $ 15.56 8.87 $ 77,096 Exercisable, March 31, 2020 6,716,452 $ 13.66 8.90 $ 51,873 Vested and expected to vest, March 31, 2020 11,627,389 $ 15.56 8.87 $ 77,096 |
Schedule Stock Option Valuation Assumptions | The fair value of employee, consultant and director stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Three Months Ended March 31, 2020 2019 Expected term in years 6.07 - 6.09 5.99 - 6.25 Expected volatility 71.42% 74.84% Expected risk-free interest rate 0.80% - 1.65% 2.45% - 2.62% Expected dividend 0% 0% |
Schedule of Restricted Stock Units Activity Under Plan | The following summarizes restricted stock unit activity under the 2018 Plan: Outstanding Restricted Stock Units Restricted Stock Units Weighted- Average Fair Value at Date of Grant per Share Weighted Average Remaining Vesting Life Aggregate Intrinsic Value (in years) (in thousands) Unvested December 31, 2019 1,941,155 $ 27.45 1.98 $50,431 Granted 885,267 18.55 2.44 Vested (270,751) 27.32 Forfeited (21,000) 28.19 Unvested March 31, 2020 2,534,671 $ 24.35 2.17 $49,274 Vested and expected to vest, March 31, 2020 2,534,671 $ 24.35 2.17 $49,274 |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation related to stock options, restricted stock units, employee stock purchase plan and vesting of the founders’ common stock was as follows (in thousands): Three Months Ended March 31 2020 2019 Research and development $ 6,657 $ 2,732 General and administrative 7,558 5,135 Total stock-based compensation $ 14,215 $ 7,867 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Shares | The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the period presented due to their anti-dilutive effect: March 31, 2020 2019 Stock options to purchase common stock 11,627,389 8,939,556 Restricted stock units subject to vesting 2,534,671 1,102,028 Expected shares to be purchased under Employee Stock Purchase Plan 226,459 265,455 Founder's shares of common stock subject to future vesting 12,115,382 18,173,066 Early exercised stock options subject to future vesting 2,678,501 5,020,580 Total 29,182,402 33,500,685 |
Description of Business (Detail
Description of Business (Details) - USD ($) $ in Thousands | Jan. 17, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Stock issuance, maximum value | $ 250,000 | ||||
Stock issuance, maximum compensation due to third party, percent | 3.00% | ||||
Issuance of common stock (in shares) | 570,839 | ||||
Stock issues during period, value | $ 14,800 | $ 14,845 | |||
Cash and cash equivalents and marketable securities | 553,000 | ||||
Accumulated deficit | $ (450,602) | $ (396,122) | [1] | ||
[1] | The balance sheet as of December 31, 2019 is derived from the audited financial statements as of that date. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||
Benefit from income taxes | $ 0 | $ 50 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - Fair value, measurements, recurring - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 539,288,000 | $ 536,629,000 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Financial liabilities | $ 0 | $ 0 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities (Detail) - Fair value, measurements, recurring - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 539,288,000 | $ 536,629,000 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 113,143,000 | 122,900,000 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 25,786,000 | |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 190,854,000 | 205,011,000 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 180,313,000 | 181,894,000 |
U.S. agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 29,192,000 | 25,824,000 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 1,000,000 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 293,456,000 | 304,794,000 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 113,143,000 | 122,900,000 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Level 1 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 1 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 180,313,000 | 181,894,000 |
Level 1 | U.S. agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 1 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 245,832,000 | 231,835,000 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 25,786,000 | |
Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 190,854,000 | 205,011,000 |
Level 2 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 2 | U.S. agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 29,192,000 | 25,824,000 |
Level 2 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 1,000,000 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | |
Level 3 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | U.S. agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 0 | 0 |
Level 3 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 0 |
Financial Instruments - Cash Eq
Financial Instruments - Cash Equivalents, Restricted Cash and Investments, Classified as Available-for-Sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 537,235 | $ 535,042 |
Unrealized Gains | 2,330 | 1,595 |
Unrealized Losses | (277) | (8) |
Cash equivalents | 122,141 | 122,900 |
Short-term investments | 357,026 | 355,407 |
Long-term investments | 60,121 | 58,322 |
Total cash equivalents and investments | 539,288 | 536,629 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 113,143 | 122,900 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 113,143 | 122,900 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 25,786 | 204,144 |
Unrealized Gains | 0 | 871 |
Unrealized Losses | 0 | (4) |
Fair Value | 25,786 | 205,011 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 190,625 | 181,340 |
Unrealized Gains | 505 | 557 |
Unrealized Losses | (276) | (3) |
Fair Value | 190,854 | 181,894 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 178,695 | 25,658 |
Unrealized Gains | 1,618 | 167 |
Unrealized Losses | 0 | (1) |
Fair Value | 180,313 | 25,824 |
U.S. agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 28,986 | |
Unrealized Gains | 207 | |
Unrealized Losses | (1) | |
Fair Value | $ 29,192 | |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | $ 1,000 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) | Mar. 31, 2020 |
Investments, All Other Investments [Abstract] | |
Maximum remaining contractual maturities of available-for-sale securities | 3 years |
Balance Sheets Components - Pro
Balance Sheets Components - Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | $ 73,714 | $ 61,921 | |
Less: accumulated depreciation | (7,365) | (5,472) | |
Total property and equipment, net | 66,349 | 56,449 | [1] |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | 31,516 | 29,924 | |
Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | 13,967 | 13,117 | |
Computers equipment and purchased software | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | 3,774 | 3,726 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | 2,804 | 2,764 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | $ 21,653 | $ 12,390 | |
[1] | The balance sheet as of December 31, 2019 is derived from the audited financial statements as of that date. |
License Agreements (Details)
License Agreements (Details) € in Millions | 3 Months Ended | ||||||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020EUR (€) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 01, 2019USD ($) | ||
Related Party Transaction [Line Items] | |||||||
Research and development | $ 42,042,000 | $ 23,403,000 | |||||
Accrued and other current liabilities | $ 19,619,000 | $ 23,829,000 | [1] | ||||
Equity method investment | $ 4,829,000 | 4,892,000 | [1] | ||||
Research and development | |||||||
Related Party Transaction [Line Items] | |||||||
Collaboration arrangement, expense | $ 300,000 | ||||||
Notch Therapeutics, Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Equity method investment | 4,900,000 | $ 5,000,000 | |||||
Ownership percentage | 25.00% | 25.00% | 25.00% | ||||
Pfizer | |||||||
Related Party Transaction [Line Items] | |||||||
Royalty obligation period from date of first sale | 12 years | ||||||
Pfizer | Asset Contribution Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate potential milestone payments | $ 325,000,000 | ||||||
Pfizer | Asset Contribution Agreement | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate potential milestone payments | 30,000,000 | ||||||
Pfizer | Asset Contribution Agreement | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate potential milestone payments | 60,000,000 | ||||||
Aggregate potential regulatory and development milestones | 840,000,000 | ||||||
Cellectis | Research Collaboration and License Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum payments required per product against selected target | 185,000,000 | ||||||
Cellectis | Research Services | Research Collaboration and License Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Research and development | 0 | 0 | |||||
Cellectis | Pre-Clinical Development Milestone | Research Collaboration and License Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Research and development | 0 | 0 | |||||
Cellectis | Development and Sales | Maximum | Research Collaboration and License Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate potential milestone payments | $ 2,800,000,000 | ||||||
Servier | License and Collaboration Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Research and development | $ 700,000 | ||||||
Percentage of development costs payable by the Company | 60.00% | ||||||
Percentage of development cost payable by collaboration partner | 40.00% | ||||||
Recovery of research and development expense | $ 1,000,000 | ||||||
Receivables | $ 200,000 | ||||||
Accrued and other current liabilities | $ 2,200,000 | ||||||
Servier | Regulatory Milestone | License and Collaboration Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate potential milestone receivable | 42,000,000 | ||||||
Servier | Regulatory Milestone | Maximum | License and Collaboration Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate potential milestone payments | 137,500,000 | ||||||
Servier | Sales Milestone | License and Collaboration Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate potential milestone receivable | € 70.5 | 77,400,000 | |||||
Servier | Sales Milestone | Maximum | License and Collaboration Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate potential milestone payments | 78,000,000 | ||||||
Notch Therapeutics, Inc. | Research Collaboration and License Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate potential milestone payable | $ 7,250,000 | ||||||
Notch Therapeutics, Inc. | License and Collaboration Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Research and development | 10,000,000 | ||||||
Collaboration agreement, upfront payment | $ 10,000,000 | ||||||
Notch Therapeutics, Inc. | Pre-Clinical Development Milestone | Maximum | License and Collaboration Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate potential milestone payments | 4,000,000 | ||||||
Notch Therapeutics, Inc. | Clinical, Regulatory, and Commercial Milestone | Maximum | License and Collaboration Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate potential milestone payments | $ 283,000,000 | ||||||
[1] | The balance sheet as of December 31, 2019 is derived from the audited financial statements as of that date. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Feb. 28, 2019USD ($)ft²renewal | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2018USD ($)ft² | Aug. 31, 2018USD ($)ft² | |
Operating Leased Assets [Line Items] | |||||
Allowance for tenant improvements | $ 3,809 | ||||
Letter of credit | 4,300 | $ 4,300 | |||
Cash paid for amounts included in measurement of lease liabilities | $ 1,400 | ||||
Weighted average discount rate, percent | 8.34% | ||||
Weighted average remaining lease term | 10 years 8 months 12 days | ||||
Non-cancellable purchase commitments | $ 5,300 | ||||
Newark | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease term | 188 months | ||||
Allowance for tenant improvements | $ 2,900 | ||||
Operating lease, option to extend term | 10 years | ||||
Area of operating lease | ft² | 118,000 | ||||
Number of options to extend lease | renewal | 2 | ||||
127 Months Lease Term | |||||
Operating Leased Assets [Line Items] | |||||
Area of office and laboratory | ft² | 68,000 | ||||
Operating lease term | 127 months | ||||
Allowance for tenant improvements | $ 4,500 | ||||
Operating lease, option to extend term | 7 years | ||||
124 Months Lease Term | |||||
Operating Leased Assets [Line Items] | |||||
Area of office and laboratory | ft² | 14,943 | ||||
Operating lease term | 124 months | ||||
Allowance for tenant improvements | $ 800 | ||||
Operating lease, option to extend term | 7 years |
Commitments and Contingencies_2
Commitments and Contingencies - Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Current portion included in accrued and other current liabilities | $ 1,807 | $ 1,679 | |
Long-term portion of lease liabilities | 51,536 | 51,349 | [1] |
Total operating lease liabilities | $ 53,343 | $ 53,028 | |
[1] | The balance sheet as of December 31, 2019 is derived from the audited financial statements as of that date. |
Commitments and Contingencies_3
Commitments and Contingencies - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 1,868 | $ 1,351 |
Variable lease cost | 210 | 139 |
Total lease costs | $ 2,078 | $ 1,490 |
Commitments and Contingencies_4
Commitments and Contingencies - Undiscounted Future Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2020 (remaining 9 months) | $ 4,236 | |
2021 | 7,633 | |
2022 | 7,951 | |
2023 | 8,203 | |
2024 | 8,467 | |
2025 and thereafter | 55,398 | |
Total undiscounted lease payments | 91,888 | |
Less: Present value adjustment | (34,736) | |
Less: Tenant improvement allowance | (3,809) | |
Total | $ 53,343 | $ 53,028 |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) $ in Thousands | Nov. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment | $ 4,829 | $ 4,892 | [1] | ||
Share of losses from equity method investments | 64 | $ 0 | |||
Notch Therapeutics, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Payments to acquire interest in Notch | $ 5,100 | ||||
Transaction cost | $ 100 | ||||
Ownership percentage | 25.00% | 25.00% | |||
Equity method investment | $ 5,000 | $ 4,900 | |||
Share of losses from equity method investments | $ 100 | ||||
[1] | The balance sheet as of December 31, 2019 is derived from the audited financial statements as of that date. |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares as percentage of common shares outstanding | 5.00% | |
Award vesting period | 4 years | |
Number of shares reserved for future issuance (in shares) | 12,448,841 | |
Accrued and other liabilities, related to shares held by employees and directors that were subject to repurchase | $ 2.8 | $ 5.3 |
Other long term liabilities, related to shares held by employees and directors that were subject to repurchase | $ 3.2 | $ 6.1 |
Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 4 years | |
Stock options to purchase common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants in period, weighted average grant date fair value (in dollars per share) | $ 18.41 | |
Unrecognized stock based compensation expense | $ 98.2 | |
Unrecognized stock based compensation expense, weighted average recognition period | 3 years 45 days | |
Restricted Stock Unit | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock based compensation expense | $ 55.3 | |
Unrecognized stock based compensation expense, weighted average recognition period | 3 years 133 days | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option grant period | 10 years | |
Option exercise price as percentage of fair value of common stock on grate date | 100.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - 2018 Plan - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Number of Options | |||
Number of options, beginning balance (in shares) | 9,190,522 | ||
Number of options, options granted (in shares) | 2,675,672 | ||
Number of options, options exercised (in shares) | (105,895) | ||
Number of options, options forfeited (in shares) | (132,910) | ||
Number of options, ending balance (in shares) | 11,627,389 | ||
Number of options, exercisable (in shares) | 6,716,452 | ||
Number of options, vested and expected to vest (in shares) | 11,627,389 | ||
Weighted- Average Exercise Price | |||
Weighted-average exercise price, beginning balance (in dollars per share) | $ 14.51 | ||
Weighted-average exercise price, options granted (in dollars per share) | 18.38 | ||
Weighted-average exercise price, options exercised (in dollars per share) | 2.87 | ||
Weighted-average exercise price, options forfeited (in dollars per share) | 9.58 | ||
Weighted-average exercise price, ending balance (in dollars per share) | 15.56 | ||
Weighted-average exercise price, exercisable (in dollars per share) | 13.66 | ||
Weighted-average exercise price, vested and expected to vest (in dollars per share) | $ 15.56 | ||
Weighted-average remaining contract term, outstanding | 8 years 10 months 13 days | 8 years 9 months 25 days | |
Weighted-average remaining contract term, exercisable | 8 years 10 months 24 days | ||
Weighted-average remaining contract term, vested and expected to vest | 8 years 10 months 13 days | ||
Aggregate intrinsic value, balance | $ 77,096 | $ 110,490 | |
Aggregate intrinsic value, exercisable | 51,873 | ||
Aggregate intrinsic value, vested and expected to vest | $ 77,096 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - 2018 Plan | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 71.42% | 74.84% |
Expected risk-free interest rate, minimum | 8.00% | |
Expected risk-free interest rate, maximum | 1.65% | |
Expected dividend | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term in years | 6 years 25 days | 5 years 11 months 26 days |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term in years | 6 years 29 days | 6 years 3 months |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units Activity (Details) - Restricted Stock Unit - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Restricted Stock Units | |||
Restricted stock units, unvested, beginning balance (in shares) | 1,941,155 | ||
Restricted stock units, granted (in shares) | 885,267 | ||
Restricted stock units, vested (in shares) | (270,751) | ||
Restricted stock units, forfeited (in shares) | (21,000) | ||
Restricted stock units, unvested, ending balance (in shares) | 2,534,671 | ||
Restricted stock units, vested and expected to vest (in shares) | 2,534,671 | ||
Weighted- Average Fair Value at Date of Grant per Share | |||
Weighted-average fair value at date of grant per share, beginning balance (in dollars per share) | $ 27,450 | ||
Weighted-average fair value at date of grant per share, granted (in dollars per share) | 18.55 | ||
Weighted-average fair value at date of grant per share, vested (in dollars per share) | 27.32 | ||
Weighted-average fair value at date of grant per share, forfeited (in dollars per share) | 28.19 | ||
Weighted-average fair value at date of grant per share, ending balance (in dollars per share) | 24.35 | ||
Weighted-average fair value at date of grant per share, vested and expected to vest (in dollars per share) | $ 24.35 | ||
Weighted average remaining vesting life, unvested | 2 years 2 months 1 day | 1 year 11 months 23 days | |
Weighted average remaining vesting life, granted | 2 years 5 months 8 days | ||
Weighted average remaining vesting life, vested and expected to vest | 2 years 2 months 1 day | ||
Aggregate intrinsic value, unvested | $ 49,274 | $ 50,431 | |
Aggregate intrinsic value, vested and expected to vest | $ 49,274 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | $ 14,215 | $ 7,867 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | 6,657 | 2,732 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | $ 7,558 | $ 5,135 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 3 Months Ended | |||||
Sep. 30, 2019ft² | Feb. 28, 2019ft² | Dec. 31, 2018ft² | Aug. 31, 2018USD ($) | Mar. 31, 2020USD ($)board_membershares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)shares | |
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding (in shares) | shares | 125,262,537 | 124,267,358 | |||||
Pfizer | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding (in shares) | shares | 22,032,040 | ||||||
Pfizer | Accrued and Other Current Liabilities | |||||||
Related Party Transaction [Line Items] | |||||||
Payable to related party, current | $ 0 | $ 1,700,000 | |||||
Pfizer | Transition Services Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Related party costs | 0 | $ 2,700,000 | |||||
Pfizer | Transition Services Agreement | Research and development | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, expenses from transactions with related party | $ 0 | 600,000 | |||||
ByHeart | |||||||
Related Party Transaction [Line Items] | |||||||
Number of members appointed to board of directors | board_member | 2 | ||||||
ByHeart | Sublease Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Area of office space | ft² | 2,907 | 2,180 | |||||
Sublease income | $ 100,000 | 0 | |||||
Two River | Consulting Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Related party costs | 100,000 | $ 200,000 | |||||
Bellco | Sublease Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Area of office space | ft² | 1,293 | ||||||
Sublease, term of contract | 3 years | ||||||
Bellco | Consulting Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Related party costs | $ 200,000 | ||||||
Bellco | Consulting Agreements | Payments Commencing January 2019 | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction monthly payment in arrears | $ 33,333 | ||||||
Bellco | Consulting Agreements | Payments Commencing January 2020 | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction monthly payment in arrears | $ 37,500 | ||||||
Bellco | Consulting Agreements | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction compensation percentage | 60.00% |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 29,182,402 | 33,500,685 |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 11,627,389 | 8,939,556 |
Restricted stock units subject to vesting | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 2,534,671 | 1,102,028 |
Expected shares to be purchased under Employee Stock Purchase Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 226,459 | 265,455 |
Founder's shares of common stock subject to future vesting | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 12,115,382 | 18,173,066 |
Early exercised stock options subject to future vesting | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from calculation of diluted net loss per share (in shares) | 2,678,501 | 5,020,580 |